UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

(Mark One)

For the Fiscal Year Ended December 31, 20122014

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-30746

FRONTIER OILFIELD SERVICES INC.

(Formerly TBX Resources, Inc.)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including Area Code: (972) 243-2610

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock (Title of Each Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨☐

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. x☒  Yes  ¨☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website , if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the presiding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨☐  Yes  ¨☐  No

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. x☒

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):    ¨ ☐  Yes  x☒  No

The Issuer’s revenues for the most recent fiscal year were $21,706,435.

On March 27, 2013,June 30, 2014, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was $26,352,722.approximately $1,408,118. This amount was calculated by reducing the total number of shares of the registrant’s common stock outstanding by the total number of shares of common stock held by officers and directors, and stockholders owning in excess of 5% of the registrant’s common stock, and multiplying the remainder by the average of the bid and asked price for the registrant’s common stock on March 27, 2013June 30, 2014 as reported on the Over-The-Counter Pink Sheet Market. As of March 27, 2013,23, 2015, the Company had 20,169,3835,457,486 issued and outstanding shares of common stock.

Documents Incorporated by Reference:

None

TABLE OF CONTENTS

FRONTIER OILFIELD SERVICES, INC.

INDEX

PART I

Forward Looking Statements

This annual report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as “may,” “can,” “believe,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “estimate,” “will,” or “continue” or the negative thereof or other variations thereon or comparable terminology.  All statements other than statements of historical fact included in this annual report on Form 10-K, including without limitation, the statements under “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding the financial position and liquidity of the Company (defined below) are forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”), are disclosed in this annual report on Form 10-K, including, without limitation, in conjunction with the forward-looking statements and under the caption “Risk Factors.” In addition, important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to, limited working capital, limited access to capital, changes from anticipated levels of sales, future national or regional economic and competitive conditions, changes in relationships with customers, access to capital, difficulties in developing and marketing new products, marketing existing products, customer acceptance of existing and new products, validity of patents, technological change, dependence on key personnel, availability of key component parts, dependence on third party manufacturers, vendors, contractors, product liability, casualty to or other disruption of the production facilities, delays and disruptions in the shipment of the Company’s products, and the ability of the Company to meet its stated business goals. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements.  We do not undertake to update any forward-looking statements.

We do not have an operative web site upon which our periodic reports, proxy statements and Reports on 8KForm 8-K appear. Our reports are available on the SEC’s EDGAR system and may be viewed at http://www.sec.gov.

As used herein, references to the “Company” are to Frontier Oilfield Services, Inc. a Texas corporation and its subsidiaries (“Frontier”).

Item 1. Business

The Company and Its

Our Business

Frontier Oilfield Services, Inc. (formerly TBX Resources, Inc.) a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier”, “FOSI”, or the “Company”), was organized on March 24, 1995. The accompanying consolidated financial statements include the accounts of the Company and as well as:

• Frontier Acquisition I, Inc., and its subsidiarydirect and indirect subsidiaries Chico Coffman Tank Trucks, Inc. (“CTT”) (CTT was acquired effective July 31, 2012), and its subsidiary Coffman Disposal, LLC,LLC; and
• Frontier Income and Growth, LLC (“FIG”)(FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC. (effective May 31, 2012,

 Frontier acquired 51% of FIG in a step acquisition and effective September 30, 2012 Frontier acquired the remaining 49% of FIG).

The Company’s current business, through its operating subsidiaries, isoperates in the oil field servicesoilfield service industry and is primarily involved in the transportation and disposal of saltwater and other oilfield fluids in Texas. Frontier owns and operates eleven disposal wells in Texas. Six of these disposal wells are located in the Barnett Shale region in north central Texas and five of these wells are located in east Texas near the Louisiana border.

The Barnett Shale region is a highly productive shale formation with a concentration of successful oil and gas wells. These wells have been completed using hydraulic fracturing and directional drilling techniques. In east Texas, the producing oil and gas wells have typically been in place for many decades. Production stimulation techniques such as salt water flood projects are used whereby salt water is injected into a producing formation to accelerate the migration of hydrocarbons to the well bore. The oil and gas wells in the Barnett Shale and in east Texas produce commercially viable volumes of hydrocarbons in the form of crude oil and natural gas. In addition these wells produce significant volumes of salt water and other oil field fluids as a by-product of the production of hydrocarbons. The salt water and fluids must be routinely removed from the well site on a daily, semiweekly or weekly basis depending on the flow rate of the wells.

Frontier owns, operates and maintains a fleet of trucks and vacuum trailers in Texas and Oklahoma. The Company currentlyits CTT subsidiary. Frontier also owns and operates thirteen (13) permittedover thirty trucks, 50 trailers with capacities ranging from 130 barrel (“Bbl.”) up to 150 Bbl., and six 120 Bbl. capacity tank trucks. Frontier employs approximately sixty full time drivers for these transport assets and typically operates the fleet 24 hours a day up to 7 days a week depending on the volume of work available. These transport assets are used to transport and dispose salt water and other oilfield fluids in Frontier’s disposal wells and in other third-party disposal wells in Texas. the Company’s operating regions.

The Company’ssignificant quantity of wells in the Barnett Shale and east Texas regions combined with the presence of salt water and other fluids in the production process creates significant demand for transport and disposal services such as those services provided by Frontier.

Our disposal wells represent a significant competitive advantage over our competitors that do not own their disposal wells. Our customer base includes national, integrated, and independent oil and gas exploration companies operating in the Barnett Shale region and in east Texas.

We have one customer that represents approximately 53% and 52% of our revenue for the years ended December 31, 2014 and December 31, 2013, respectively. We have a Master Services Agreement (“MSA”) with nothis customer accountingthat expires on March 31, 2015. The customer has recently conducted a competitive bidding process to qualify all current vendors providing saltwater transport and disposal services for more than ten percent (10%)the customer. On March 25, 2014 we were notified by the customer that we were unsuccessful in retaining our business with the customer. Our MSA with the customer will not be renewed and will expire on March 31, 2015. Management is in the process of preparing for the implications of the Company’s gross revenues. In addition,loss of this business volume, which will be significantly lower revenues and cash flows beginning in April of 2015.

Recent Developments

On April 11, 2014, our line of credit and term loan held by Capital One Bank, N.A was purchased by an accredited investor, who is also a stockholder of the Company has a minor overriding interest in two (2) producing gas wells in Wise County, Texas and seven (7) producing gas wells in Denton County, Texas. Prior to engagingCompany. The terms of the loan now held by the stockholder are the same as outlined in the oilfield services industry Frontier was incredit agreement with Capital One Bank, N.A.

On June 10, 2014, an accredited investor who is also a stockholder purchased our note payable to Asher Enterprises, Inc. (the “Asher Note”). The accredited investor assumed the business of acquiringterms and developing oil and gas properties, providing contract services to an affiliate and sponsoring and managing joint venture oil and gas development partnerships.

Recent Developments

As of December 31, 2012, the Company was in technical default of its term loans with two financial institutions resulting from its inability to maintain two required financial ratiosconditions of the respective loanAsher Note agreement debt covenants and accordingly classified the year end note balances as a current liability. The Company is working to cure the financial ratio deficiencies and expects to be compliant by the end of the second quarter of 2013.without alteration.

On September 2, 2011 Frontier, under its former name, TBX Resources, Inc. entered into30, 2014, Jimmy D. Coffman resigned from his position as an Investment Agreement with LoneStar Incomeexecutive of CTT and Growth, LLC, a Texas limited liability company, an unrelated third party. The Investment Agreement provided that LoneStar would acquire up to 2,750,000surrendered 437,500 shares of Frontier’s 2011our common stock. The surrendered shares of common stock were cancelled on October 30, 2014.

On December 27, 2014, an affiliate of an accredited investor who is also a stockholder purchased the note payable to ICON Investments (the “ICON Note”). The accredited investor assumed the terms and conditions of the ICON Note agreement without alteration.

On December 29, 2014, our Board of Directors unanimously approved the issuance of 1,125,000 shares of 2014 Series A 8%7% Convertible Preferred Stock (the “Stock”) for the sum of $5,500,000 contingent upon the Company using the proceeds of the Stock to acquire a majority 51% membership interest in FIG which through its wholly owned subsidiaries; Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC transports and disposes salt water and other oilfield fluids. The attributes of the Stock allowed the holder to convert the preferred share into two shares of Frontier’s common stock and a warrant for an additional share at an exercise price of $3.50 per share. LoneStar completed the purchase of $5,500,000 of the Stock and Frontier completed the acquisition of 51% of FIG in June 2012 (see below). Effective July 12, 2012 LoneStar elected to convert the Stock into 5,500,000 shares of the common stock and 5,500,000 warrants.

On June 4, 2012, the Company completed the 51% step acquisition of FIG. The Company acquired approximately 124 membership units of FIG which brought the total membership units owned by the Company to 1,168 andan accredited investor, who is also a 51% majority interest. The fair value consideration paid by the Company for the 1,168 units was $3,877,000. More recently the Company engagedstockholder in an exchange offering under Reg. D Rule 506 to acquire the remaining 1,122 membership interests in FIG. As of September 28, 2012 the Company successfully obtained all of the remaining membership interests and issued a total of 1,869,999 shares of its common stock valued at $5,610,000 to the individual members of FIG, none of which are holders of more than five percent (5%) or more of the Company’s common stock.

On July 31, 2012, the Company through a wholly owned subsidiary, Frontier Acquisition I, Inc. completed the acquisition of Chico Coffman Tank Trucks, Inc. by acquiring all of the issued and outstanding stock of Chico Coffman Tank Trucks, Inc. (“CTT”) inclusive of its wholly owned subsidiary, Coffman Disposal, LLC, for the sum of $16,986,939, subject to possible future adjustments for earnings and share prices. The acquisition was facilitated by credit facilities loaned to the Company, in the aggregate amount of approximately $12,000,000 provided by Capital One Leverage Finance (“Capital One”) and ICON Investments (“ICON”). In this regard, the Company and its subsidiaries entered into loan agreements effective July 23, 2012 with Capital One and ICON. Pursuant to the terms of the Credit Agreement with Capital One, the lender has made available a $15 million loan commitment consisting of a revolving loan commitment of $9 million and a term loan of $6 million subject to the terms of the Credit Agreement. The Company and its subsidiaries also entered into a Term Loan, Guaranty and Security Agreement with ICONexchange for the amountextinguishment of $5 million. The Loan Agreement provides$450,000 in unsecured debt, including $191,000 for monthly interest only payments with repayment of the principal and accrued but unpaid interest owed on the Asher Note and $259,000 of unsecured payables owed to the accredited investor. This series of preferred stock was created by the filing of a certificate of designation on February 1, 2018. In addition15, 2015.

On February 12, 2015, we executed a settlement agreement in litigation which had been asserted against certain of our officers of the Company and for which we were obligated to indemnify such officers. The effect of the settlement agreement was the cancellation of two subordinated promissory notes originally totaling $3,665,263. The settlement resulted in the reduction of our indebtedness by $2,082,407. These promissory notes were owed to the preceding referenced notes the Company also assumed two notes payable in connection with theformer owners of CTT and related to our acquisition of CTT. The notes relate to CTT’s purchase of common stock shares from two former stockholders. The primary note payable in the original amount of $3,445,708 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $33,003 including interest, maturing December 1, 2018. The Company’s secondary note payable in the original amount of $219,555 dated June 1, 2007 bears interest at 4.79% and is payable in monthly installments of $2,488 including interest, maturing December 1, 2018. Both notes are subordinated to the Capital One and ICON notes.

Oil and Gas Wells Held By the Company

As further described in the description of properties section below we have a minor overriding interest in two producing wells in Wise County and seven producing gas wells in Denton County, Texas.

Development and Operating Activities

Economic factors prevailingconditions in the oil and gas industry change from timeare subject to time.volatility. The uncertain nature and trend of these economic conditions combined with federal and energy policystate regulatory uncertainty in the oilenergy industry requires operators to be flexible and gas business generally make flexibility of operating policies important in achieving desiredadept at adjusting operations and strategy to achieve profitability. We intend to constantly evaluate continuously all conditions and risks affecting our potentialoperating activities and to reactrespond to those conditions as we deem appropriate from time to time by engagingemploying resources in businessesareas we believe will beto have the most profitablepotential for us.

The Company’s business requires capital to fund operations and growth. Management intends to conduct operations to generate sufficient capital to be used for growth of the existing operation and for reduction in debt. In addition, in order to finance future development andadequately fund operating activities, reduce current liabilities and debt, and pay interest costs, we may need to secure additional capital through business alliances withfrom third parties or other debt/debt or equity financing arrangements. However, potential investors should note that while we currently have in place two definite financing arrangement theresources. There can be no assurance that we will be able to enter into additional financing arrangements oron terms that if we are able to enter into such arrangements,acceptable. There are also no assurances that we will be able to achieve any profitability as a result of our operations.operations in the current market environment.

General Regulations

Both state and federal authorities regulate i) the transportation and disposal of salt water, produced fluids and drilling fluids and ii) the extraction, production, transportation, and sale of oil, gas, and minerals.fluids. The executive and legislative branches of government at both the state and federal levels have periodically proposed and considered proposals forthe establishment of controls on salt water disposal, alternative fuels, energy conservation, environmental protection, taxation of crude oil imports, limitation of crude oil imports, as well as various other related programs. If any proposals relating toprograms impacting the above subjects were to be enacted, we cannot predict what effect, if any, implementation of such proposals would have upon our operations. A listing of the more significant current state and federal statutory authority for regulation of our current operations and business are provided below.

Federal Regulatory Controls

The Company and its operations are affected by a number of federal regulations. These regulations directly affect our small amount of production activities but indirectly affect our primary activity, salt water disposal as they have an impact on our customers who are oil and gas producers and who generatebusiness. If any further legislation is promulgated related to the transport or disposal of salt water, we transport and dispose of.

Historically, the transportation and sale of natural gas in interstate commerce have been regulated by the Natural Gas Act of 1938 (the (“NGA”), the Natural Gas Policy Act of 1978 (the “NGPA”) and associated regulations by the Federal Energy Regulatory Commission (“FERC”). The Natural Gas Wellhead Decontrol Act (the “Decontrol Act”) removed, as of January 1, 1993, all remaining federal price controls from natural gas sold in “first sales.” The FERC’s jurisdiction over natural gas transportation was unaffected by the Decontrol Act.

In 1992, the FERC issued regulations requiring interstate pipelines to provide transportation, separateproduced fluids or “unbundled,” from the pipelines’ sales of gas (Order 636). This regulation fostered increased competition within all phases of the natural gas industry. In December 1992, the FERC issued Order 547, governing the issuance of blanket market sales certificates to all natural gas sellers other than interstate pipelines, and applying to non-first sales that remain subject to the FERC’s NGA jurisdiction. These orders have fostered a competitive market for natural gas by giving natural gas purchasers access to multiple supply sources at market-driven prices. Order No. 547 increased competition in markets in which we sell our natural gas.

The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach pursued by the FERC and Congress will continue.

Currently pending in the United States Congress is a comprehensive energy bill which among other things calls for the reduction or elimination of certain tax incentives currently in place for domestic oil companies including the tax deductions permitted for intangible costs and depletion allowances. In the eventdrilling fluids, such legislation became law the loss of these tax benefits would likelycould have a negative material effect on our operations.

Our costs of regulatory compliance are approximately $125,000 per year. In addition we are required to maintain performance bonds and certain letters of credit in favor of regulatory agencies such as the financesTexas Railroad Commission. We currently maintain approximately $100,000 in security in the form of performance bonds and letters or credit for the company. benefit of certain regulatory agencies.

Federal Regulatory Actions

Federal legislation has also been introduced which may have an affecteffect on the use of fracinghydraulic fracturing to increase oil and gas production, primarily in shales,shale formations, due to concerns primarily withrelated to potential contamination of drinking water supply contamination.supplies.

The EPAU.S. Environmental Protection Agency (“EPA”) has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act or SDWA,(“SDWA”) over certain hydraulic fracturing activities involving the use of diesel. In addition, from time to time, Congress has considered legislation to provide for federal regulation generally of hydraulic fracturing in the United States under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process.

State Regulatory Controls

In each stateThe Company’s operations are located in areas where we conduct or contemplatehydraulic fracturing is employed as the primary method of establishing and developing oil and gas activities,producing wells. These areas are also where the majority of the Company’s revenues are generated as these activities are subject to various regulations. The regulations relate to the extraction, production, transportation and sale of oil and natural gas, the issuance of drilling permits, the methods of developing new production, the spacing and operation ofproducing wells the conservation of oil and natural gas reservoirsalso generate salt water and other similar aspectsfluids as by-products of the oil and gas producing process. Any regulation inhibiting or prohibiting the use of hydraulic fracturing may have a material adverse effect on our operations. In particular, the

State Regulatory Controls

The State of Texas (where we have conductedoperate) regulates the majorityoperation and permitting associated with the transport and disposal of our salt water disposal activities and oil and gas operations to date) regulates the rate of daily production allowable from both oil and gas wells on a market demand or conservation basis. At the present time, no significant portion of our production has been curtailed due to reduced allowables. Ourother produced fluids. Because are primarily engaged in salt water, produced fluids and drilling fluid disposal activities, our operations are subject to inspection and permitting by state authorities.authorities of the State of Texas. There have been recent regulatory and legislative proposals duerelated to concerns primarily with potential water supply contamination due to claims that such contamination could potentially be caused by fracinghydraulic fracturing operations.

We know of no proposed regulation or legislation that will materially impede our operations.

Environmental Regulations

Our salt water and other fluids disposal operations are subject to environmental protection regulations established by federal, state, and local agencies. To the best of our knowledge, weWe believe that we are in compliance with the applicable environmental regulations established by thethese agencies with jurisdiction over our operations. We are acutely aware that the applicableCertain environmental regulations currently in effect could have a material detrimentaladverse effect uponon our earnings capital expenditures, or prospects for profitability. Our competitorsprofitability if we received a determination from one of these agencies that our operations are subject to the same regulations and therefore, the existence of such regulations does not appear to have any material effect upon our position with respect to our competitors.in compliance. The Texas Legislature has mandated a regulatory program for the management of hazardous wastes generated during crude oil and natural gas exploration and production, gas processing, oil and gas waste reclamation, salt water disposal and transportation operations. The disposal of these wastes, as governed by the Railroad Commission of Texas, is becoming an increasing burden onsubject to the industry.supervision of state of Texas authorities. Our disposal operations are also subject to inspection and regulation by state and federal environmental authorities.

Employees

Currently, we employ 11 full timehave 83 full-time employees, with two full-time employees at our corporate office and 81 full-time employees in our corporate headquarters and 351 full time employees in our field operations for a total of 362 employees. We currently do not have any part time employees.operations.

Item 1A. Risk Factors

Business Risks

Our business volume has declined and our operations have lost a significant amount of money during the last two fiscal years.

Due to reductions in the volume of business combined with significant debt, the Company’s operations have not been profitable. We have made substantial changes in our operations including significant reductions in operating expenses and employees, the closing of our salt water disposal operations in east Texas, and sales of certain non-productive assets to raise cash to pay interest expenses and reduce debt. There can be no assurance we will be successful in returning to profitability. If we are unable to return to profitability we may be required to seek the protection of the United States Bankruptcy Court and liquidate or reorganize.

Our independent auditors have issued a report which raises the question about our ability to continue as a going concern. This report may impair our ability to raise additional financing and adversely affect the price of our common stock.

The report of our independent auditors contained in our financial statements for the year ended December 31, 2014 includes a paragraph that explains that we have been experiencing financial and liquidity concerns. Per the report, these conditions raise substantial doubt about our ability to continue as a going concern. Reports of independent auditors questioning a company’s ability to continue as a going concern are generally viewed unfavorably by analysts and investors. This report, along with our recent financial results, may make it difficult for us to raise additional debt or equity financing necessary to conduct our operations.

We have a significant amount of debt and our operational losses may prevent the payment of our debt when due.

We currently have a significant amount of debt outstanding which requires us to meet certain operating and financial covenants and on which we are required to pay interest and repay principal. We have failed to meet the operational or financial covenants and have failed to pay interest and principal on our debt in a timely matter and are therefore in breach of certain of our loan agreements. Our secured creditors could foreclose on their collateral which constitutes all of our assets. Due to our reduced business volume and operating losses, we have been dependent upon two of our significant shareholders who have purchased our equity and provided funds to make our debt payments. If we are unable to increase business volumes or otherwise return to profitability and we are unable to raise additional debt or equity capital, we may default on our debt and our creditors could foreclose on our assets. We would then cease operating as a going concern and you could potentially lose all of your investment in the Company.

Our future success depends upon our ability to adapt to changes in the oil services industry and successfully implement our new business strategy.

Due to thelower market prices for crude oil and other changes occurring in the oil industry, wemany of our customers are seeking to reducing their costs and to reduce their operations. We have adopted and implementedbegun implementing a revised business plan which caused the Company to change its primary focus from oil production activities to acquiring businesses and assets that are involved in the oil field services industry with an emphasis on increasing the volumes of salt water, disposal.produced fluids and drilling fluids we transport and dispose of. The Companyplanned increase in business volume may require that we reduce prices for the services we perform for our customers due to the current economic environment in the oil and gas industry. We currently has veryhave limited financial resources and there can be no assurance that we will be successful in locatinggaining additional salt water disposal businesses or assetsbusiness from new and if we are successful in locating themexisting customers at prices and terms that we will be ablewould allow us to successfully acquire them.make a profit.

Federal legislation and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as adversely affect our services.

Hydraulic fracturing is an important and commonly used process for the completion of oil and natural gas wells in formations with low permeability, such as shale formations, andformations. Hydraulic fracturing involves the pressurized injection of water, sand and chemicals into rock formations to stimulate production. Due to concerns raised concerningsurrounding the potential impacts of hydraulic fracturing activities on groundwater quality, certain legislative and regulatory efforts at the federal level and in some statesproposals have been initiated in the United States to rendermake permitting, public disclosure and construction and operational compliance requirements more stringent for hydraulic fracturing. While hydraulic fracturing typically is regulated in the United States by state oil and natural gas commissions, there have been developments indicating that more federal regulatory involvement may occur.

The EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act, or SDWA, over certain hydraulic fracturing activities involving the use of diesel. In addition, from time to time,the United States Congress has considered legislation to provide for federal regulation of hydraulic fracturing in the United States under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. At the state level, several states have adopted or are considering adopting legal requirements that could impose more stringent requirements on hydraulic fracturing activities. In the event that new or more stringent federal or state legal restrictions relating to use of the hydraulic fracturing process in the United States are adopted in areas where our oil and natural gas exploration and production customers operate, those customers could incur potentially significant added costs to comply with requirements relating to permitting, construction, financial assurance, monitoring, recordkeeping, and/or plugging and abandonment, as well as could experience delays or curtailment in the pursuit of production or development activities, which could reduce demand for our produced and non-produced water disposal services.

In addition, certain domestic governmental reviews are either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. The White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices, and a committee of the United States House of Representatives has conducted an investigation of hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater, with initial results expected to be available by late 2012 and final results by 2014. Moreover, the EPA is planning to develop effluent limitations for the treatment and discharge of wastewater resulting from hydraulic fracturing activities by 2014.activities.

Other governmental agencies, including the U.S. Department of Energy and the U.S. Department of the Interior, are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms, which events could delay or curtail production of oil and natural gas by exploration and production operations, some of which are our customers, and thus reduce or eliminate demand for our services.

We are subject to extensive and costly environmental laws and regulations that may require us to take actions that willcould adversely affect our results of operations.

All of our current and proposedOur operations are significantly affected by stringent and complex foreign, federal, provincial, state and local laws and regulations governing the discharge of substances into the environment or otherwise relating to environmental protection. We could be exposed to liability for cleanup costs, natural resource damages and other damages as a result of our conductoperating activities that waswere lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties.

Environmental laws and regulations are subject to change in the future, possibly resulting in more stringent requirements. If existing regulatory requirements or enforcement policies change or are more stringently enforced, we may be required to make significant unanticipated capital and operating expenditures.

Any failure by us to comply with applicable environmental laws and regulations may result in governmental authorities taking actions against our business that could adversely impact our operations and financial condition, including the:

There are risks inherent in reworking, completing and operating disposal wells.

Reworking and completing saltwater disposal wells involves a degree of risk, and sometimes results in unsuccessful efforts, for a variety of reasons. The CompanyWe cannot control the outcome of operations entirely, and there can be no assurance that any operation will be successful. The results of any well operations cannot be determined in advance. Even though a disposal well is permitted to accept a certain amount of water, there is no assurance that the disposal well or any specific zone in the well will be capable in fact of absorbing any specific amount of water. A wellDisposal wells may also be ruined or rendered unusable during operations

due to technical or mechanical difficulties. Should a well be successfully completed or perforated, there is still no assurance that the zone in which the well is completed or perforated will be able to absorb saltwater at a rate that will support profitable operations. Disposal wells can encounter problems that render the well unusable, even after a period of successful operation. There can be no assurance that the Companywe will be able to successfully rework, complete or operate any specific well, or will be able to operate sufficient wells to achieve a consistent positive cash flow or to achieve profitability.

Our company success will likely depend uponon the continuing availability of certain disposal siteswells.

We believe that there will be available to the Company a number of existing disposal wells and sources of locations for the drilling of new wells necessary to provide the Companyus with sufficient disposal capacity at a reasonable cost. However, there can be no assurance that disposal wells or disposal well locations will always be available or available at a reasonable cost. There can be no assurance that the Companywe will have the resources to drill and/or complete additional wells. If we are not able to obtain disposal wells or disposal well drilling locations or the wells or locations are available but their cost is no longer reasonable, the Company’sour finances would be directly impacted and itwe might not have the ability to continue as a going concern.

The CompanyWe may not be sufficiently insured or insured in sufficient amounts or against all potential liabilities.

The CompanyWe could incur substantial liabilities to third parties in connection with reworking or operating disposal wells. The CompanyWe may not be able to insure against all such liabilities, may carry insurance in amounts not sufficient to cover all such liabilities or may elect not to insureself-insure against such liabilities due to the premium costs involved or other reasons.due to lack of available insurance coverage. Other parties with whom the Company contractswe contract for operations may carry liability insurance, but there is no assurance that the insured risks or the level of insurance coverage obtained by such parties will be sufficient to cover all potential liability incurred bywe or such parties or the Company.incur. Further, there may be occurrences resulting in expenses or liabilities to third parties that are of a nature that cannot now or may not in the future be insured. Uninsured liabilities to third parties could reduce the funds available to the Company,us, could exceed the value of theour assets, of the Company, and could result in the complete loss of property owned by the Company.we own.

The Company isWe are dependent upon our trucking operation and isare subject to potential liability from trucking.

The Company’sOur primary method of collecting and transporting salt water and other fluids from its disposalour customers is by truck. Consequently, the Company haswe have a number of trucks operating on the roads and highways where potential accidents and liability may occur. While the Company insures itself fromwe insure against certain risks, there is no assurance that the Companywe will be able to obtain such insurance in the future or if available that the insurance will be adequate to cover all of any potential liability or judgment rendered which might be rendered against the Company.us. Should the Companywe not be insured or if the amount of itsour insurance beis ultimately inadequate to cover any finding of liability against the Company then it is likely that the Companywe would not be able to continue as a going concern.

We may not be able obtain the necessary permitspermits..

We are required to obtain certain permits, approvals or licenses in connection with our proposeddisposal well and trucking operations. We may not be able to obtain new or transferred permits, approvals or licenses on a timely basis or at all, which would result in material adverse consequences to our business and financial condition.

Our salt water disposal operations may be subject to liability or claims of environmental damages.

We have acquiredoperate existing salt water disposal wells and locations which have received the necessary governmental permits for drilling a disposal well. However, althoughAlthough the disposal wells have received certain governmental regulatory licenses, permits or approvals this does not shield the Companyus from potential claims from third parties claiming contamination of their water supply or other environmental damages. Remediation of environmental contamination or damages can be extremely costly and such costs, if the Company iswe are found liable, could be of such a magnitude as to cause the Companyus to cease operating as a going concern.

Our business may fail.

There is limited operating history upon which to base an assumption that we will be able to achieve our revised business plans. Our salt water disposal operations are subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history and potential undercapitalization. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including our ability to acquire suitable assets and to maintain our existing customer base and attract new customers. There can be no assurance that we will achieve our

projected goals or accomplish our business plans; and such failure could have a material adverse effect on the Companyour operations and itsour stockholders. If we are not able to achieve and maintain operating revenues, the Companywe could fail and you could lose your entire investment.

We will require additional funding to implement our business plan.

Our estimate of the amounts required to fund our acquisitions and future operations is based upon assumptions that may not prove accurate. If we do not have adequate funds to cover operating expenses and working capital requirements, we will require debt and/or equity financing sources for additional working capital. We may further leverage our assets and may use the assets as collateral to secure financing. There is no assurance that the Companywe will be able to obtain additional debt or equity funding if necessary.

Our business depends on domestic spending by the oil and gas industry.

Industry conditions are influenced by numerous factors over which we have no control, such as the supply of and demand for oil and gas, domestic and worldwide economic conditions, political instability in oil and gas producing countries and merger and divestiture activity among oil and gas producers. The volatility of the oil and gas industry and the consequent impact on exploration and production activity could adversely impact the level of drilling and workover activity. This reduction may cause a decline in the demand for our services or adversely affect the price of our services. In addition, reduced discovery rates of new oil and gas reserves in our market areas also may have a negative long-term impact on our business, even in an environment of stronger oil and gas prices, to the extent existing production is not replaced and the number of producing wells for us to service declines.

Competition may adversely affect us.

The salt water and production fluids disposal services industry is highly competitive and fragmented and includes numerous small companies capable of competing effectively in our markets on a local basis, as well as several large companies that possess substantially greater financial and other resources than we do. Our larger competitors’ greater resources could allow those competitors to compete more effectively than we can.

Our operations are subject to inherent risks, some of which are beyond our control.control.

Our operations are subject to hazards inherent in the oil and gas industry, such as,including, but not limited to, accidents, blowouts, explosions, craterings, fires and oil spills. These conditions can cause:

The occurrence of a significant event or adverse claim in excess of any insurance coverage that we maintain or that is not covered by insurance could have a material adverse effect on our financial condition and results of operations. Litigation arising from a catastrophic occurrence at a location where our equipment or services are being used may result in our being named as a defendant in lawsuits asserting largesubstantial claims.

We may be exposed to certain regulatory and financial risks related to climate change.

Climate change is receiving increasing attention from scientists and legislators alike. The debate is ongoing as to the extent to which our climate is changing, the potential causes of this change and its potential impacts. Some attribute global warming to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. A significant focus is being made on companies that are active producers of depleting natural resources.

There are a number of legislative and regulatory proposals to address greenhouse gas emissions, which are in various phases of discussion or implementation. The outcome of foreign, U.S. federal, regional, provincial and state actions to address global climate change could result in a variety of regulatory programs including potential new regulations, additional charges to fund energy efficiency activities, or other regulatory actions. These actions could:

Any adoption of these or similar proposals by foreign, U.S. federal, regional or state governments mandating a substantial reduction in greenhouse gas emissions and implementation of the Kyoto Protocol (the Copenhagen Accord,) or other foreign, U.S. federal, regional or state requirements or other efforts to regulate greenhouse gas emissions, could have far-reaching and significant impacts on the energy industry. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address greenhouse gas emissions would impact our business, any such future laws and regulations could result in increased compliance costs or additional operating restrictions, and could have a material adverse effect on our business or demand for our services.

Currently proposed legislative changes, including changes to tax laws and regulations, could materially, negatively impact the Company,our operations and financial results, increase the costs of doing business and decrease the demand for our products.

The current U.S. administration and Congress have proposed several new articles of legislation or legislative and administration changes, including changes to tax laws and regulations, which could have a material negative effect on our Company.operations and financial results. Some of the proposed changes that could negatively impact us are:

We are subject to litigation risks that may not be covered by insurance.

In the ordinary course of business, we become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, employees and other matters, including potential claims from individuals due to accidents or other mishaps involving our proposed trucking operations. We maintain insurance to cover many of our potential losses, and we are subject to various self-retentions and deductibles under our insurance policies. It is possible, however, that a judgment could be rendered against us in cases in which we could be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters.

Our concentration of customers in a single industry may impact our overall exposure to credit risk.

All of our salt water disposal customers operate in the energy industry. This concentration of operations and customers in a single industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions.

The loss of a significant customer could adversely affect our financial results.

For 2013 and 2014, a single customer accounted for approximately 52% and 53% of our revenues. We have a Master Services Agreement with this customer that expires on March 31, 2015. Although we are engaged in renewal negotiations with this customer, to date no decision has been made. If we are not able to retain this customer’s business, our financial results could be significantly and negatively impacted and we would need to devote substantial organizational resources to replacing this business. In addition, even if we retain this business, it may not be on identical terms to those in place in prior years and our financial results could be impacted by any change in terms.

Oil prices are volatile. A substantial decrease in oil prices could adversely affect our financial results.

Our future financial condition is significantlymay be impacted by resultsthe level of our skim oil operations which depend upon the prices we receive for our oil processing.and natural gas market prices. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given world geopolitical conditions. OurIn addition, our cash flow from operations is somewhat dependent on the prices that we receive for skim oil. Thisoil sold from our disposal operations. The price volatility in the oil and natural gas market also affects the amountcash flow and operations of our cash flow available for capital expenditurescustomers and ourtheir ability to borrow money or raise additional capital.purchase our services. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

These factors and the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Declines in oil and natural gas prices would reduce revenue and, as a result, could have a material adverse effect upon our financial condition, results of operations, and the carrying values of our properties. If the oil industry experiences significant price declines, we may, among other things, be unable to meet our financial obligations or make planned expenditures.

Since the end of 1998, oil prices have gone from near historic low prices to historic highs. At the end of 1998, NYMEX oil prices were at historic lows of approximately $11.00 per Bbl, but have generally increased since that time, albeit with fluctuations. Forfluctuations.For 2011, NYMEX oil prices fluctuated but averaged $97.00 per Bbl. ForBbl and for 2012 oil prices also fluctuated but averaged approximately $94.00 per Bbl. While we attemptIn 2013 NYMEX oil prices averaged $97.91 per Bbl. Current market prices for crude oil have declined over 45% since the summer of 2014 and have recently ranged from $45 to obtain the best price for our skim oil in our marketing efforts, we cannot control these market price swings and are subject to the market volatility for this type of oil.$55 per Bbl. These price differentials relative to NYMEX prices can have as much of an impact on our profitability as does the volatility in the NYMEX oil prices.profitability.

Loss of executive officers or other key employees and sponsors could adversely affect our business.

Our success is dependent upon the continued services and skills of our current executive management.key employees and certain large stockholders. The loss of services or participation of any of these key personnelindividuals could have a negative impact on our business because of such personnel’stheir skills and industry experience and the difficulty of promptly finding qualified replacement personnel.replacements.

Acquisition of entire businesses is a component of our growth strategy; our failure to complete future acquisitions successfully could reduce the earnings and slow our growth.

Potential risks involved in the acquisition of such businesses include the inability to continue to identify business entities for acquisition or the inability to make acquisitions on terms that we consider economically acceptable. Furthermore, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our strategy of completing acquisitions would be dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability to pursue our growth strategy may be hindered if we are not able to obtain financing or regulatory approvals. Our ability to grow through acquisitions and manage growth would require us to continue to invest in operational, financial and management information systems and to attract, retain, motivate and effectively manage our employees. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our earnings and growth. Our financial position and results of operation may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods.

Risks Related to Our Common Stock

Our common stock is thinly traded which is likely to result in volatile swings in our stock price.

Our stock is thinly traded as much of our issued and outstanding stock is held by our officers and a small number of stockholders. Consequently until our common stock is more widely held and actively traded small sales or purchases will likely cause the price of our common stock to fluctuate dramatically up or down without regard to our financial health, net worth or business prospects.

We may issue additional shares of Preferred Stock.preferred stock.

Pursuant to our certificate of incorporation, our board of directors has the authority to issue additional series of preferred stock and to determine the rights and restrictions of shares of those series without the approval of our stockholders. The rights of the holders of the current series of common stock may be junior to the rights of preferredcommon stock that may be issued in the future. In addition, any future series of preferred stock could be convertible into shares of our common stock, which could result in dilution to your investment.

There may be future dilution of our Common Stock.common stock.

We are committed tomay pursue an aggressive acquisition strategy which is likely to require the issuance of common shares as a component of the purchase price for the acquisitions. Any such issuance maywill result in dilution of our common stock. In addition, to the extent options to purchase common stock under employee and director stock option plans are exercised, holders of our common stock will be diluted. If available funds and cash generated from our operations are insufficient to satisfy our needs, we may be compelled to sell additional equity or convertible debt securities. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders.

Our management controls a significant percentage of our outstanding common stock and their interests may conflict with those of our stockholders.

Our executive officers and their affiliates beneficially own a substantial percentage of our outstanding common stock. This concentration of ownership could have the effect of delaying or preventing a change in control of the Company, or otherwise discouraging a potential acquirer from attempting to obtain control of the Company. This could have a material adverse effect on the market price of the common stock or prevent our stockholders from realizing a premium over the then prevailing market prices for their shares of common stock.

Sales of substantial amounts of our common stock may adversely affect our stock price and make future offerings to raise more capital difficult.

Sales of a large number of shares of our common stock in the market or the perception that sales may occur could adversely affect the trading price of our common stock. We may issue restricted securities or register additional shares of common stock in the future for our use in connection with future acquisitions. Except for volume limitations and certain other regulatory requirements applicable to affiliates, such shares may be freely tradable unless we contractually restrict their resale. The availability for sale, or sale, of the shares of common stock eligible for future sale could adversely affect the market price of our common stock.

Item 1B. Unresolved Staff Comments.

There are no unresolved comments from the staff of the Securities and Exchange Commission.

Item 2. Description of Properties.

Our principal executive offices are located in an office building at 503 W. Sherman St., Chico, Texas 76431.

We maintain our corporate offices at 3030 LBJ Freeway, Suite 1320, Dallas, Texas 75234. The Company’s operating lease agreement as amended was extended for thirty-nine months through May 31, 2014 and currently pays a monthly base rental of $7,440.49. The Company’s continuing obligation under the base lease is approximately $129,332.

The Company owns ten (10) acres of vacant land in Johnson County andalso own 7.055 acres inat the above address Chico, Texas on which it has five (5) buildings usedwe have 3 buildings. These facilities serve as our executive and administrative offices and headquarters for CTT operations including repair & maintenance facilities for its transportation fleet and salt water disposal operations in that area. The Companyservices business. CTT has three operating wells near Chico, Texas. Two of these well locations have small buildings for well monitoring and operations. We also ownsown 7.49 acres in Harrison County, Texas on which three (3) of itsour disposal wells are located, along with a small manufactureoffice and repair shop. In addition,shop for the Company isoperation of these wells.

We are obligated under long-term leases for the use of land where sevensix of itsour disposal wells are located. Three of the leases are for extended periods of time. The first lease expires on February 7, 2023 (with two options to renew for an additional 10 years each). The second lease expires on December 1, 2034 with no option to renew and the third lease expires on May 31, 20222018 with no option to renew. The monthly lease paymentpayments for the disposal well leases is $10,300.total $10,800.

Following is information concerning production

Disposal Wells. We currently own and operate eleven disposal wells which are licensed by the State of Texas for the disposal of salt water and certain drilling fluids. We receive fees from the use of our wells from our oilown operations or by third parties who contract for the use of our disposal wells. Our disposal wells and gas wells, productive well counts and both producing and undeveloped acreage. We currently have a minor overriding interest in seven (7) Barnett Shale gas wells in Denton County, Texas and two (2) Barnett Shale gas wells in Wise County, Texas.

Reserves Reported To Other Agencies. Wetheir locations are not required and do not file any estimates of total, proved net oil or gas reserves with reports to any federal authority or agency.

The following information pertains to our properties as of December 31, 2012: