Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Dec. 22, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | STW RESOURCES HOLDING CORP. | |
Entity Central Index Key | 1357838 | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 27,918,931 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2014 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Assets | ||
Cash | $281,931 | $17,301 |
Accounts receivable, trade, net | 1,363,890 | 532,910 |
Accounts receivable from related parties | 681,500 | |
Prepaid expenses and other current assets | 483,235 | 33,370 |
Total current assets | 2,810,556 | 583,581 |
Property and equipment, net | 1,157,770 | 746,638 |
Other Assets | ||
Deferred loan costs, net of $168,658 and $102,435 accumulated amortization, respectively | 119,198 | 185,428 |
Total Assets | 4,087,524 | 1,515,647 |
Current liabilities | ||
Bank overdraft | 30,468 | |
Accounts Payable | 4,158,918 | 1,256,043 |
Payable to related parties: | ||
Black Pearl Energy, LLC | 1,277,573 | 139,763 |
Crown Financial, LLC | 150,685 | |
Dufrane Nuclear, Inc. | 193,553 | 132,490 |
Accrued consulting fees - related parties | 787,166 | 584,666 |
Current portion of notes payable, net of discounts, $934,331 and $854,928 payable to related parties, respectively | 3,709,661 | 4,668,492 |
Sales and payroll taxes payable | 2,448,509 | 350,074 |
Insurance premium finance contract payable | 362,256 | |
Accrued expenses and interest | 1,568,083 | 1,839,439 |
Accrued compensation | 578,609 | 285,190 |
Accrued board compensation | 402,317 | 491,724 |
Fees payable in common stock | 1,284,187 | 231,897 |
Stock subscriptions payable | 279,500 | 310,000 |
Derivative liability | 1,963,082 | 1,630,985 |
Total current liabilities | 19,164,099 | 11,951,231 |
Notes payable, net of discount and current portion | 3,119,641 | 2,623,009 |
Total liabilities | 22,283,740 | 14,574,240 |
Stockholders' deficit | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | ||
Common stock; $0.001 par value; 41,666,667shares authorized, 27,676,550 and 18,542,642 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 27,678 | 18,543 |
Additional paid-in capital | 17,985,552 | 11,324,131 |
Accumulated deficit | -35,997,228 | -24,355,343 |
Total Stockholders' Deficit of STW Resources Holding Corp. | -17,983,998 | -13,012,669 |
Non-controlling interest in subsidiary | -212,218 | -45,924 |
Total Stockholders' Deficit | -18,196,216 | -13,058,593 |
Total Liabilities and Stockholders' Deficit | $4,087,524 | $1,515,647 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Other Assets | ||
Accumulated amortization | $168,658 | $102,435 |
Current liabilities | ||
Notes payable to related parties | $934,331 | $854,928 |
Shareholders' equity (deficit) | ||
Preferred stock, par value | $0.00 | |
Preferred stock, authorized shares | 10,000,000 | |
Preferred stock, issued shares | ||
Preferred stock, outstanding shares | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 41,666,667 | |
Common stock, issued shares | 27,676,550 | 18,542,642 |
Common stock, outstanding shares | 27,676,550 | 18,542,642 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | ||||
Water treatment services | $162,846 | $172,897 | $541,000 | |
Energy and Construction Services revenues | 4,567,535 | 90,209 | 13,694,233 | 90,209 |
Related parties services revenues | 66,000 | 57,408 | 143,378 | 57,408 |
Net revenues | 4,796,381 | 147,617 | 14,010,508 | 688,617 |
Costs of Revenues | 4,691,207 | 216,607 | 13,148,506 | 676,242 |
Gross Profit | 105,174 | -68,990 | 862,002 | 12,375 |
Operating Expenses | ||||
Research and Development | 59,938 | 151,955 | 69,056 | |
Sales and marketing | 296,419 | 735,608 | ||
General and administrative | 3,558,352 | 791,505 | 8,717,116 | 1,841,437 |
Depreciation and amortization | 65,880 | 9,617 | 182,280 | 9,617 |
Total operating expenses | 3,920,651 | 861,060 | 9,786,959 | 1,920,110 |
Loss from operations | -3,815,477 | -930,050 | -8,924,957 | -1,907,735 |
Other Income (Expense) | ||||
Interest expense | -619,391 | -403,175 | -1,564,896 | -963,736 |
Loss on sale of assets | -39,860 | -39,860 | ||
Change in fair value of derivative liability | -834,930 | -1,059,717 | -1,278,466 | -2,796,086 |
Net Loss | -5,309,658 | -2,392,942 | -11,808,179 | -5,667,557 |
Less: Share of net loss of subsidiary attributable to non-controlling interest | -135,366 | -12,227 | -166,294 | -12,998 |
Net Loss of STW Resources Holding Corp. | ($5,174,292) | ($2,380,715) | ($11,641,885) | ($5,654,559) |
Net loss per common share | ($0.19) | ($0.14) | ($0.49) | ($0.35) |
Weighted average shares outstanding - basic and diluted | 27,006,992 | 16,420,558 | 23,657,068 | 16,191,504 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Deficit (USD $) | Common Stock | Additional Paid In Capital | Accumulated Deficit | Non-Controlling Interest | Total |
Beginning balance, Amount at Dec. 31, 2013 | $27,678 | $17,985,552 | ($35,997,228) | ($212,218) | ($13,058,593) |
Beginning Balance, Shares at Dec. 31, 2013 | 27,676,550 | ||||
Shares issued upon conversion of notes payable and accrued interest, Shares | 2,765,752 | ||||
Shares issued upon conversion of notes payable and accrued interest, Amount | 2,766 | 1,585,309 | 1,588,075 | ||
Shares issued upon extension of maturity dates on notes payable, Shares | 124,818 | ||||
Shares issued upon extension of maturity dates on notes payable, Amount | 125 | 68,491 | 68,616 | ||
Shares issued upon conversion of PIK accrued interest, Shares | 946,535 | ||||
Shares issued upon conversion of PIK accrued interest, Amount | 947 | 539,830 | 240,777 | ||
Shares issued for consulting fees, Shares | 788,625 | ||||
Shares issued for consulting fees, Amount | 789 | 774,786 | 775,575 | ||
Shares issued as board of director fees, shares | 930,261 | ||||
Shares issued as board of director fees, amount | 930 | 557,227 | 558,157 | ||
Shares issued to employees as compensation, shares | 981,875 | ||||
Shares issued to employees as compensation, amount | 982 | 1,010,393 | 1,011,375 | ||
Shares issued as a charitable contribution, shares | 166,667 | ||||
Shares issued as a charitable contribution, amount | 167 | 109,833 | 110,000 | ||
Proceeds from sale of common stock, Shares | 2,096,042 | ||||
Proceeds from sale of common stock, Amount | 2,096 | 1,089,904 | 1,092,000 | ||
Shares issued for common stock payable, shares | 333,333 | ||||
Shares issued for common stock payable, amount | 333 | 159,667 | 160,000 | ||
Value of derivative associated with converted notes payable | 715,981 | 715,981 | |||
Value of conversion feature of JMJ convertible note payable | 50,000 | 50,000 | |||
Net Loss for the period | -1,164,885 | -166,294 | -11,808,179 | ||
Ending Balance, Amount at Sep. 30, 2014 | $27,678 | $17,985,552 | ($35,997,228) | ($212,218) | ($18,196,216) |
Ending Balance, Shares at Sep. 30, 2014 | 27,676,550 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities | ||
Net Loss of STW Resources Holding Corp | ($11,641,885) | ($5,654,559) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 182,280 | 9,617 |
Loss on sale of assets | -39,860 | |
Share of net loss of subsidiary attributable to non-controlling interest | -166,294 | -12,998 |
Change in derivative liability | 1,278,466 | 2,796,086 |
Value of derivative liability associated with converted notes payable | -272,980 | |
Financing cost of JMJ note payable | 42,592 | |
Amortization of discount and debt issuance costs | 137,902 | 106,846 |
Share based compensation | 3,486,606 | |
Changes in operating assets and liabilities: | ||
(Increase) Decrease in accounts receivable | -830,980 | -87,936 |
(Increase) Decrease in accounts receivable - Related Parties | -681,500 | |
(Increase) Decrease in prepaid expenses and other current assets | -449,866 | 15,472 |
Increase (Decrease) in accounts payable | 2,902,874 | 153,345 |
Increase (Decrease) in accounts payable - related parties | 1,552,058 | 164,746 |
Increase (Decrease) in insurance premium finance contract payable | 362,256 | |
Increase (Decrease) in sales and payroll taxes payable | 2,098,436 | 53,053 |
Increase (Decrease) in accrued expenses and interest | 1,044,275 | 798,005 |
Increase (Decrease) in accrued compensation | 293,419 | 108,046 |
Increase (Decrease) in accrued board compensation | 424,849 | |
Increase (Decrease) in deferred revenue | -97,346 | |
Net cash used in operating activities | -622,481 | -1,222,774 |
Cash flows used in investing activities | ||
Purchases of equipment, net of equipment loans | -470,689 | -241,876 |
Net cash used in investing activities | -470,689 | -241,876 |
Cash flows from financing activities | ||
Bank overdraft | -30,468 | 8,327 |
Principal payments of notes payable | -197,369 | -51,000 |
Non-controlling interest contributions | 2,500 | |
Proceeds from notes payable | 364,137 | 902,588 |
Debt issuance costs | -35,025 | |
Proceeds from fees payable in common stock, net | 668,076 | |
Proceeds from issuance of common stock | 1,221,500 | |
Net cash provided by financing activities | 1,357,800 | 1,495,466 |
Net increase in cash | 264,630 | 30,816 |
Cash at beginning of period | 17,301 | 59,870 |
Cash at end of period | 281,931 | 90,686 |
Supplemental cash flow information: | ||
Cash paid for interest | 19,803 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Related party note payable for Black Wolf investment | ||
Shares issued from common stock payable | 160,000 | |
Value of shares issued to consultants | 775,575 | |
Value of shares issued to employees as compensation | 1,011,375 | |
Value of shares issued as board fees | 558,157 | |
Value of shares issued as charitable contributions | 110,000 | |
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 | 1,588,075 | |
Value of warrants issued as debt issuance costs | ||
Value of warrants issued with revenue participation notes | ||
Value of conversion feature of JMJ convertible note payable | 50,000 | |
Value of derivative associated with convertible note payable | $715,981 |
Nature_of_the_Business_and_Sig
Nature of the Business and Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Nature of the Business and Significant Accounting Policies | Basis of presentation | ||||||||||||||||
The accompanying condensed consolidated financial statements of STW Resources Holding Corp (“STW,” “we,” “us, “our” and “our Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, the unaudited condensed financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2014, or for any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2013, which are included in the Company’s Annual Report on Form 10-K for such year as filed on June 20, 2014. The December 31, 2013 condensed consolidated balance sheet was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for such year as filed on June 20, 2014. | |||||||||||||||||
History of the Company | |||||||||||||||||
STW Resources Holding Corp. (“STW”) or the “Company”, f/k/a Woozyfly Inc. and STW Global Inc. is a 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, Arkansas, Louisiana and the Appalachian Basin of Pennsylvania and West Virginia. 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. | |||||||||||||||||
As of late June 2014, STW has expanded its operations in the water reclamation services business and has formed a new company called STW Water, Inc. The primary sources of income for this Company are consulting on water projects and the sale of products and equipment for water purification. All sales to date have been on a net 30 basis. Revenues for the three month period ended September 30, 2014 were from water reclamation consulting services and products. | |||||||||||||||||
The Company’s operations are located in the United States of America and the principal executive offices are located at 3424 South County Road 1192, Midland, Texas 79706. | |||||||||||||||||
Consolidation policy | |||||||||||||||||
The condensed consolidated financial statements for the nine months ended September 30, 2014, include the accounts of the Company and its wholly owned subsidiaries: STW Water Process & Technologies LLC, STW Oilfield Construction LLC, STW Pipeline Maintenance Construction, LLC, and its 75% owned subsidiary STW Energy, LLC. The condensed consolidated financial statements as of September 30, 2013, include STW Resources Holding Corp, STW Oilfield Construction LLC, STW Pipeline Maintenance Construction, LLC, and STW Energy, LLC as the other subsidiaries noted above were not established during the quarterly period ended September 30, 2013. All significant intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined. The Company does not have any VIEs that need to be consolidated at this time. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company would apply the equity method of accounting. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. | |||||||||||||||||
Non-Controlling interest | |||||||||||||||||
On June 25, 2013, the Company invested in a 75% limited liability company (“LLC”) interest in STW Energy Services, LLC (“STW Energy”). The non-controlling interest in STW Energy is held by Crown Financial, LLC, a Texas Limited Liability Company (“Crown” or “Crown Financial”). As of December 31, 2013, $2,500 was recorded as the equity of the non-controlling interest in our consolidated balance sheet representing the third-party investment in STW Energy, with a net loss attributable to non-controlling interests of $48,424 for the year ended December 31, 2013. During the nine month period ended September 30, 2014, a net loss attributable to the non-controlling interest of $166,294 was incurred. During the nine months ended September 30, 2013, a net income attributable to the non-controlling interest of $12,998 was incurred. As of September 30, 2014, the net deficit interest in the subsidiary held by the non-controlling interest is $212,218. | |||||||||||||||||
Going Concern and Management Plans | |||||||||||||||||
The Company’s condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $35,997,228 as of September 30, 2014, and as of that date was delinquent in payment of $2,448,509 of sales, payroll taxes, and penalties. As of September 30, 2014, $2,967,305 of notes payable is in default. Since its inception in January 2008 management has raised equity and debt financing of approximately $15,000,000 to fund operations and provide working capital. The cash resources of the Company are insufficient to meet its planned business objectives without additional financing. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. | |||||||||||||||||
Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) executing contracts with oil and gas operators and municipal utility districts; and (c) controlling overhead and expenses. | |||||||||||||||||
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2014, the Company had $281,931 of cash on hand; however, the Company raised an additional $1,055,750 via revenue participation notes on our new Upton project during the period October 1, 2014 through December 22, 2014, to sustain its operations. Management expects that the current funds on hand will not be sufficient to continue operations through December 31, 2014. Management is currently seeking additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, and that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. | |||||||||||||||||
The accompanying condensed 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 classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
Condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long lived assets, the assumptions used to calculate its derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Trade accounts receivable, net of allowance for doubtful accounts consists primarily of receivables from oil & gas services fees. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables, and once these receivables are determined to be uncollectible, they are written off either against an existing allowance account or as a direct charge to the condensed consolidated statement of operations. As of September 30, 2014 and December 31, 2013, respectively, the Company has determined that an allowance for doubtful accounts is required, but has determined it to be immaterial. | |||||||||||||||||
Loan Discounts | |||||||||||||||||
The Company amortizes loan discounts under the effective interest method. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
A financial instrument that potentially subjects the Company to concentration of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner per institution. At September 30, 2014, there were no account balances per institution that would have exceeded the $250,000 insurance limit. | |||||||||||||||||
The Company anticipates entering into long-term fixed-price contracts for its services with select oil and gas producers and municipal utilities. The Company will control credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. | |||||||||||||||||
As of September 30, 2014, three vendors accounted for 12%, 9% and 7% of total accounts payable. During the nine months ended September 30, 2014, three vendors accounted for 81% of total purchases. During the three months ending September 30, 2014 three vendors totaled 76% of purchases. During the three and nine months ended September 30, 2013, one vendor accounted for 100% of purchases and two vendors accounted for 65% of total purchases, respectively. | |||||||||||||||||
As of September 30, 2014, three customers accounted for 38%, 16% and 7% of accounts receivable. During the nine months ended September 30, 2014, three customers accounted for 32%, 12% and 9% of net revenues. During the three months ended September 30, 2014, three customers accounted for 42%, 8% and 3% of net revenues. As of September 30, 2013, two customers accounted for 79% and 12% of accounts receivable. During the three and nine months ended September 30, 2013, one customer accounted for 42% and 79% of total revenues, respectively. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
“Fair value” is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | |||||||||||||||||
The Company’s financial instruments consist of cash, accounts receivable, notes payable, accounts payable, accrued expenses and derivative liabilities. The carrying value for all such instruments except convertible notes payable and derivative liabilities approximates fair value due to the short-term nature of the instruments. Our derivative liabilities are recorded at fair value (see Note 5). | |||||||||||||||||
We determine the fair value of our financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s use of assumptions to external and internal information. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: | |||||||||||||||||
Level 1 — Valuations based on unadjusted quoted market prices in active markets for identical securities. Currently, we do not have any items classified as Level 1. | |||||||||||||||||
Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Currently, we do not have any items classified as Level 2. | |||||||||||||||||
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. We use the Black-Scholes-Merton option pricing model (“Black-Scholes”) to determine the fair value of the financial instruments. | |||||||||||||||||
If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
Our derivative liabilities consist of embedded conversion features on debt, price protection features on warrants, and derivatives due to insufficient authorized shares to settle outstanding contracts which are carried at fair value, and are classified as Level 3 liabilities. We use Black-Scholes to determine the fair value of these instruments (see Note 5). | |||||||||||||||||
Management has used the simplified Black Scholes model to estimate fair value of derivative instruments. Management believes that as a result of the relatively short term nature of the warrants and convertibility features, a lattice model would not result in a materially different valuation. | |||||||||||||||||
The following table presents certain financial instruments measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2014 and December 31, 2013. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability at September 30, 2014 | $ | -- | $ | -- | $ | 1,963,082 | $ | 1,963,082 | |||||||||
31-Dec-13 | $ | -- | $ | -- | $ | 1,630,985 | $ | 1,630,985 | |||||||||
Accounting for Derivatives Liabilities | |||||||||||||||||
The Company evaluates stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. Financial instruments classified as derivative instrument is marked-to-market at each balance sheet date and recorded as an asset or a liability with the change in fair value adjusted through the statement of operations. In the event that the fair value is recorded as an asset or liability, the change in fair value is recorded in the statement of operations as other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification to a liability account at the fair value of the instrument on the reclassification date. | |||||||||||||||||
Certain of the Company’s embedded conversion features on debt, price protection features on outstanding common stock warrants are treated as derivatives for accounting purposes. The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset or liability. 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. The Company estimates the fair value of these warrants and embedded conversion features as derivative liabilities contracts using Black-Scholes (see Note 5). | |||||||||||||||||
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. | |||||||||||||||||
Long-lived Assets and Intangible Assets | |||||||||||||||||
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. | |||||||||||||||||
The Company had no such asset impairments during the three and nine months ending September 30, 2014 or 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services under development will continue. Either of these could result in future impairment of long-lived assets. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
During the year ended December 31, 2013, the Company entered into Master Services Agreements (“MSA”) with several major oil & gas companies. These MSAs contract the Company to provide a range of oil & gas support services including oilfield site construction and maintenance, pipeline maintenance, oil rig cleaning, site preparation, energy support services, and other oil & gas support services. The Company bills these customers pursuant to purchase orders issued under the MSAs. The revenues billed include hourly labor fees and equipment usage fees. The Company recognized revenues from these contracts as the services are performed under the customer purchase orders and no further performance obligations exist, generally in the form of a customer approval. During the nine months ended September 30, 2014, the Company recognized $13,837,611 of revenues from these services contracts, which included $143,378 revenues from related parties. During the three months ending September 30, 2014 the Company realized revenue of $4,633,535 from services contracts, which included $66,000 of the service revenue was from related parties. | |||||||||||||||||
Business Segments | |||||||||||||||||
The Company has three reportable segments, (1) water reclamation services, (2) oil & gas services and (3) corporate operations. Segment information is reported in Note 9. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset in the future. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any reduction in the valuation allowance will be included in income in the year of the change in estimate. | |||||||||||||||||
The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its condensed consolidated balance sheets at September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Common Stock and Common Stock Warrants Issued to Employees | |||||||||||||||||
The Company uses the fair value recognition provision of ASC 718, “Stock Compensation,” which requires the Company to recognize the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date. | |||||||||||||||||
At September 30, 2014 and December 31, 2013, the Company had no grants of employee common stock options or warrants outstanding. | |||||||||||||||||
Loss per Share | |||||||||||||||||
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of September 30, 2014 and December 31, 2013, the Company had 15,564,926 and 17,058,465 dilutive shares outstanding, respectively, which have been excluded as their effect is anti-dilutive. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years | ||||||||||||||||
Stock Subscriptions Payable | |||||||||||||||||
The initial balance of stock subscriptions payable as of December 31, 2013, was $310,000 representing 645,833 shares to be issued. During the nine months ended September 30, 2014, the Company received stock subscriptions and $1,221,500 of proceeds from three unit offerings of its common stock in consideration of 2,311,875 shares of its common stock. During the nine months ended September 30, 2014, $1,252,000 of these stock subscriptions payable were issued representing 2,426,042 shares of common stock, including $160,000 , or 333,333 shares, of the December 31, 2013 subscription payable. The remaining balance of stock subscriptions payable as of September 30, 2014, is $279,500 representing 531,666 shares to be issued. | |||||||||||||||||
Fees Payable in Common Stock | |||||||||||||||||
During the nine months period ending September 30, 2014, the Company agreed to issue an aggregate of 3,076,585 shares, valued at $3,017,856, net of cancelling 27,783 of its common stock, valued at $11,669, in payment of performance bonuses, employment signing bonuses, consulting fees, interest, a loan guaranty, and a partial payment of a technology licensing agreement. During the three months period ending September 30, 2014, the Company agreed to issue an aggregate of 1,081,607 shares of its common stock, valued at $1,699,912, in payment performance bonuses, employment signing bonuses, consulting fees, interest, a loan guaranty, and a partial payment of a technology licensing agreement and cancelled zero shares which left a remaining balance in fees payable in common stock of $1,284,187, or 1,622,880 shares. During the nine months ended September 30, 2013, the Company agreed to issue 350,083 shares for consulting services, signing bonuses, and note extensions valued at $752,076. Shares were issued to consultants totaling 58,333 shares valued at $210,000. During the three months ended September 30, 2013 the company authorized 246,749 shares for consulting services, signing bonuses, and note extensions valued at $542,076. The 58,333 shares payable from the first quarter for consulting fees were issued for a value of $210,000. As of December 31, 2013, the Company had outstanding commitments to issue an aggregate of 101,380 shares of its common stock valued at $231,897. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
Recent accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Deferred Revenue Disclosure [Abstract] | |||||||||
Property, Plant and Equipment | Property, plant and equipment consisted of the following at September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 29,467 | $ | 16,838 | |||||
Tools and yard equipment | 585,796 | 2,302 | |||||||
Facilities and leasehold improvements | 44,739 | -- | |||||||
Vehicles and construction equipment | 660,984 | 798,273 | |||||||
Total, cost | 1,320,986 | 817,413 | |||||||
Accumulated Depreciation and Amortization | (163,216 | ) | (70,775 | ) | |||||
Property and equipment, net | $ | 1,157,770 | $ | 746,638 | |||||
Depreciation expense for the three and nine month periods ended September 30, 2014 is $65,880 and $182,280, respectively. Depreciation expense for both the three and nine month periods ended September 30, 2013 was $9,617. |
Receivable_from_Factor_Net_of_
Receivable from Factor, Net of Unapplied Customer Credits | 9 Months Ended |
Sep. 30, 2014 | |
Receivable From Factor Net Of Unapplied Customer Credits | |
Receivable from Factor, Net of Unapplied Customer Credits | Accounts Purchase Agreement – Crown Financial, LLC |
On June 21 2013, STW Energy Services, LLC (“STW Energy”) entered into an accounts purchase facility with Crown Financial, LLC, pursuant to an Account Purchase Agreement (the “Accounts Purchase Agreement”), pursuant to the Texas Finance Code. | |
The Accounts Purchase Agreement shall continue until terminated by either party upon 30 days written notice. The Accounts Purchase Agreement is secured by a security interest in substantially all of STW Energy’s assets pursuant to the terms of a Security Agreement. Under the terms of the Accounts Purchase Agreement, Crown Financial may, at its sole discretion, purchase certain of the STW Energy’s eligible accounts receivable. Upon any acquisition of an account receivable, Crown will advance to STW Energy up to 80% of the face amount of the account receivable; provided however, that based upon when each invoice gets paid, Crown shall pay STW Energy a rebate percentage of between 0-18.5% of the related invoice. Each account receivable purchased by Crown will be subject to a discount fee of 1.5% of the gross face amount of such purchased account for each 30 day period (or part thereof) the purchased account remains unpaid. Crown will generally have full recourse against STW Energy in the event of nonpayment of any such purchased account. As of September 30, 2014 and December 31, 2013, respectively, there were no accounts receivables subject to recourse due to nonpayment of the purchased accounts. | |
The Accounts Purchase Agreement contains covenants that are customary for agreements of this type and appoints Crown as attorney in fact for various activities associated with the purchased accounts receivable, including opening STW Energy’s mail, endorsing its name on related notes and payments, and filing liens against related third parties. The failure to satisfy covenants under the Accounts Purchase Agreement or the occurrence of other specified events that constitute an event of default could result in the acceleration of the repayment obligations of the Company or Crown enforcing its rights under the Security Agreement and take possession of the collateral. The Accounts Purchase Agreement contains provisions relating to events of default that are customary for agreements of this type. |
Notes_Payable
Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes Payable [Abstract] | |||||||||
Notes Payable | The Company’s notes payable at September 30, 2014 and December 31, 2013, consisted of the following: | ||||||||
September 30, | December 31, | ||||||||
Name | 2014 | 2013 | |||||||
14% Convertible Notes | $ | 2,326,517 | $ | 2,904,736 | |||||
12% Convertible Notes | 100,000 | 375,000 | |||||||
Other Short-term Debt | -- | 43,280 | |||||||
Short term note - MKM | 30,000 | -- | |||||||
Convertible note – JMJ Financial | 55,556 | -- | |||||||
GE Note | 2,100,000 | 2,100,000 | |||||||
Deferred Compensation Notes | 279,095 | 279,095 | |||||||
Revenue participation notes | 977,702 | 852,702 | |||||||
Crown Financial note | 762,440 | 683,036 | |||||||
Equipment finance contracts | 111,236 | 137,573 | |||||||
Capital lease obligation | 32,862 | 23,300 | |||||||
Bridge Loans | 145,000 | -- | |||||||
Unamortized debt discount | -91,106 | -107,221 | |||||||
Total debt | 6,829,302 | 7,291,501 | |||||||
Less: Current Portion | (3,709,661 | ) | (4,668,492 | ) | |||||
Total long term debt | $ | 3,119,641 | $ | 2,623,009 | |||||
14% Convertible Notes | |||||||||
Between November 2011 and September 2012, the Company issued a series of 14% convertible notes payable to accredited investors. The Company also issued 3,361,312 two year warrants to purchase common stock at an exercise price of $1.20 per share. These notes plus interest are convertible into 5,743,480 shares of the Company’s common stock. | |||||||||
The Company valued the warrants and the embedded conversion feature at inception using the Black-Scholes option pricing model, using the following variables: annual dividend yield of 0%; expected life of 2 years; risk free rate of return of 0.17% - 0.33%; expected volatility of 100%. The estimated fair value of the warrants was $81,656 and the embedded conversion feature was $35,546 at issuance and was recorded as a derivative liability at such time in the accompanying consolidated balance sheets. The warrants and embedded conversion feature are included in the derivative liabilities account each reporting period as the Company has insufficient authorized shares to settle outstanding contracts (see Note 5). On July 12, 2013, the Company increased its share authorization to 41,666,667 shares (as retroactively restated, per the reverse stock split of 1 for 6), adjusted the gain or loss on the change in fair value through the statement of operations and then reclassified this derivative liability to equity due to the availability of sufficient authorized shares to settle these outstanding contracts. | |||||||||
As of September 30, 2014 and December 31, 2013, the aggregate principal balances of these notes are $2,326,517 and $2,904,736, respectively. During the nine month period ended September 30, 2014, the Company converted principal and accrued interest of $983,437 in exchange for 1,648,267 shares of the Company’s common stock. The Company also issued 2,628 shares for the extension of a note valued at $3,628. The value of the stock issued was $812,607 resulting in additional interest expense of $214,234 upon the conversion of convertible debt. During the three month period ended September 30, 2014, the Company converted principal and accrued interest of $9,568 in exchange for 19,933 shares of the Company’s common stock. Additionally, the Company issued 2,628 shares for the extension of a note valued at $3,628. The value of the stock issued was $31,270 resulting in additional interest expense of $21,702. As September 30, 2014, the total of outstanding 14% convertible notes is $2,326,517 of which $488,210 matured on or before September 30, 2014 and is in default, however, as of December 22, 2014, none of the note holders have declared the notes in default. During the nine month period ended September 30, 2013, the Company converted principal of $2,500. There was no additional activity in the three months ending September 30, 2013 in this area. | |||||||||
As of September 30, 2014 and December 31, 2013, $171,892 of the 14% convertible notes is payable to related parties. | |||||||||
12% Convertible Notes | |||||||||
Between April 2009 and November 2010, the Company issued a series of 12% notes payable to accredited investors that matured on November 30, 2011 and are currently in default. At September 30, 2014, the remaining balance is $100,000. The Company also issued 273,583 warrants to purchase common stock at an exercise price of $0.12 per share that expire at various dates through 2015. The notes and interest are convertible into 1,366,553 shares of the Company’s common stock. | |||||||||
During the nine months ended September 30, 2014, the Company issued 1,137,417 shares of its common stock valued at $614,205 in payment of $225,000 of principal and $116,225 accrued interest (total of $341,225). The conversion of these notes payable and accrued interest for common stock resulted in a non-cash charge of $272,980 to the derivative liability upon the conversion of convertible debt. During the three months ended September 30, 2014, there was no activity. During the nine months ended September 30, 2013, the Company issued 183,917 shares of its common stock valued at $66,209 in payment of $15,000 of principal and $6,966 accrued interest (total of $21,966). This resulted in an increase of $44,243 of interest. During the three months ended September 30, 2013, there was no activity. | |||||||||
Other Short-Term Debt | |||||||||
Other short term debt was comprised of a note payable to an accredited investor in the amount of $33,280. In the three and nine months ending September 30, 2014, the note was paid off. In the three and nine months ending September 30, 2013, there was such no activity. | |||||||||
On January 1, 2014, the Company issued a $30,000 short term note from an investor, MKM Capital. The note bears interest at 8% and matures on January 1, 2015. The balance of the note payable as of September 30, 2014, is $30,000. | |||||||||
In September 2014, the Company entered into short term loan agreements, which matured in October 2014, with seven accredited investors totaling $145,000, to sustain some of its daily operating expenses; the loans had a 5% transaction fee at maturity and the lenders were entitled to receive 18% interest if the notes are not paid at maturity. As additional consideration for the loan, the Company agreed to issue the lenders an aggregate of 171,667 shares of common stock, which are only issuable if and when the Company increases it authorized capital. These shares were included in the “Fees Payable in Common Stock” and were expensed as interest in the current period. As of the date of this Report, all but $35,000 of the loans have been repaid, but the remaining lender has not declared a default on the payment of his note. (See Note 10). | |||||||||
Convertible note payable with original issue discount | |||||||||
On March 19, 2014, the Company issued a $500,000 convertible note to JMJ Financial, an accredited private investor. The note bears interest at 6% and matures on March 19, 2016. The note is convertible under a variable conversion price formula that is based on the lesser of $0.11 per share of 60% of the lowest trade price in the 25 trading days previous to the conversion date. The note bears a $50,000 original issue discount which would yield $450,000 of net cash proceeds to the Company. As of September 30, 2014, the Company has drawn $50,000 cash proceeds from this note. The $50,000 cash draw plus the applicable pro-rata original issue discount results in a gross note payable balance of $55,556. The value of the conversion feature of this note, accounted for as a liability, was determined under the Black-Scholes pricing model to be $92,592 as of the date of issuance, of which $42,592 was recorded as a financing cost in the condensed consolidated statement of operations and $50,000 was recorded as a loan discount. The conversion feature and the original issue discount have been recorded as a loan discount of $55,556 that will be amortized as interest expense over the term of the note under the effective interest method. The effective interest rate of this note was determined to be 25.7%. In November 2014 the note and interest was paid off by the issuance of 70,477 shares of common stock valued at $0.582 per share. | |||||||||
GE Ionics | |||||||||
On August 31, 2010, the Company entered into a Settlement Agreement relating to a $2,100,000 note payable that was amended on October 30, 2011. On May 7, 2012, GE informed the Company that it had failed to make any required installment payment that was due and payable under the GE Note and that the Company’s failure to make any such installment payment(s) constituted an Event of Default under the GE Note. Pursuant to the terms of the GE Note, upon the occurrence of an Event of Default for any reason whatsoever, GE shall, among other things, have the right to (a) cure such defaults, with the result that all costs and expenses incurred or paid by GE in effecting such cure shall bear interest at the highest rate permitted by law, and shall be payable upon demand; and (b) accelerate the maturity of the GE Note and demand the immediate payment thereof, without presentment, demand, protest or other notice of any kind. Upon an event of default under the GE Note, GE shall be entitled to, among other things (i) the principal amount of the GE Note along with any interest accrued but unpaid thereon and (ii) any and all expenses (including attorney’s fees and expenses) incurred in connection with the collection and enforcement of any rights under the GE Note. | |||||||||
Under the terms of the August 31, 2010 note, interest at the rate of WSJ prime plus 2% is due on the note, upon default, interest is due at the maximum legal rate which is 10% in the state of Texas. The note matured on September 1, 2013, and is in default. Interest on the note through September 30, 2014 and December 31, 2013, has been accrued pursuant to the terms of the note through May 6, 2012, interest upon default on May 7, 2012, has been accrued at the maximum default rate in the state of Texas which is 10%. | |||||||||
As of the date hereof, the Company has not repaid any principal or accrued but unpaid interest that has become due and payable under the GE Note. | |||||||||
On May 22, 2013, GE filed a lawsuit against STW in the Supreme Court of the State of New York, County of New York, Index No. 651832/2013 (the “GE Lawsuit”). Although the lawsuit arises out of STW’s obligations to GE under its Settlement Agreement with GE (upon which STW owed GE $2.1 million plus interest, GE has elected to forgo suit on the settlement amount and sue STW for the original debt of $11,239,437, plus interest and attorneys’ fees (the “Original Debt”). As such, STW filed its Answer and, asserted that it is entitled to and shall pursue all of its available legal and equitable defenses to the Original Debt, inasmuch as GE has, among other things, failed to discount the Original Debt sued upon by the amounts that it recovered through re-use and re-sale of the equipment it fabricated for STW. Management has not accrued the original amount of the debt because the probability of recovery is remote. (See Note 9) | |||||||||
Deferred Compensation Notes | |||||||||
As of September 30, 2014, and December 31, 2013, the Company has a balance of $279,095 payable under deferred compensation, non-interest bearing, notes to its former Chief Executive Officer and its in house counsel. The notes matured December 31, 2012, and the notes are in default. | |||||||||
Revenue Participation Notes | |||||||||
As of September 30, 2014 and December 31, 2013, the Company has an outstanding balance of $977,702 of Revenue Participation Notes comprised as follows: | |||||||||
2012 Revenue Participation Notes | $ | 165,000 | |||||||
2013 Revenue Participation Notes - STW Resources Salt Water Remediation | 302,500 | ||||||||
2013 Revenue Participation Notes - STW Energy | 182,000 | ||||||||
2013 Convertible Revenue Participation Notes - STW Pipeline | 203,202 | ||||||||
2014 Revenue Participation Notes – STW Resources Upton Project | 125,000 | ||||||||
Total revenue participation notes | $ | 977,702 | |||||||
These notes are more fully described in the notes to the consolidated financial statements for the year ended December 31, 2013, which were included in the Company’s Annual Report on Form 10-K as filed with the SEC on September 20, 2014. | |||||||||
2014 Revenue Participation Notes – STW Resources Upton Project | |||||||||
On September 30, 2014 the Company issued its first note for $125,000 for the new Upton Project of which the total. principal amount of this financing will be $1,250,000. The financing is a Senior Secured Master Note, with a 15% coupon and a maturity of 18 months with interest only payments paid the first three months and equal monthly payments of principal and interest paid for months four though eighteen of the Master Note with Revenue Participation Interest. Additionally, a 5% royalty is assigned to the Master Note, which will be distributed based on pro rata ownership by investors in the Master Note. Principal and interest payments will come solely from the Investors share of the revenue participation fees from water processing contracts related to brackish water. This Agreement, including but not limited to the revenue sharing arrangement, is applicable to the brackish water processing facility being built with the proceeds of the Note. | |||||||||
Note payable to Crown Financial, LLC, a related party | |||||||||
On June 26, 2013, STW Energy Services, LLC entered into a loan agreement with Crown Financial, LLC for a $1.0 million loan facility to purchase machinery and equipment for STW Energy Services. Crown Financial, LLC is a related party in that it holds a 25% non-controlling interest in our subsidiary: STW Energy Services, LLC. The note matures on June 25, 2016, and bears interest at 15%. Commencing November 1, 2013, monthly principal and interest payments are due on the note over a thirty-three month period. The note is secured by all assets of STW Energy Services. LLC. As of September 30, 2014 and December 31, 2013, the Company had drawn down $762,440 and $683,036, respectively, of this loan facility. | |||||||||
In lieu of a cash loan fee, the Company issued 666,667 warrants in connection with this loan agreement. These warrants have an exercise price of $1.20, are immediately exercisable and have a two year maturity. The Company valued the warrants using the Black-Scholes option pricing model, using the following variables: annual dividend yield of 0%; expected life of 2 years; risk free rate of return of 0.25%; expected volatility of 623%. The Company estimated the value of the warrants to be $159,996 and recorded this loan fee as a deferred loan cost to be amortized to interest expense over the term of the loan. Related party interest expense for this loan was $16,252 and $48,756 for the three and nine months ended September 30, 2014, respectively. For both the three and nine months ended September 30, 2013 the related party interest expense was $16,252. | |||||||||
Equipment Finance Contracts | |||||||||
During 2013, the Company financed the purchase of vehicles and other equipment with equipment finance contracts from various banks and finance institutions. The contracts mature in three to five years and bear interest at rates ranging from 4.7% to 8.0%. The contracts are secured by the associated equipment. As of September 30, 2014 and December 31, 2013, respectively, the Company has an aggregate balance of $111,238 and $137,573 payable on these equipment finance contracts. | |||||||||
Capital lease obligation | |||||||||
During 2013, the Company entered into a capital lease of a modular office trailer. The lease contract calls for forty eight (48) monthly payments of $593 with a purchase option at the end of the lease. The Company determined the value of the capital lease to be $23,300 with an implicit interest rate in the lease of 10%. In July of 2014, the Company entered into a lease for a commercial ice machine with Executive Leasing, Inc. The lease contract calls for Thirty six (36) monthly payments of $505 with a purchase option at the end of the lease. The Company determined the value of the capital lease to be $14,854 with an implicit interest rate in the lease of 12%. As of September 30, 2014 and December 31, 2013, the principal balances on these capital leases totaled $32,862 and $23,300, respectively. | |||||||||
For the nine month periods ended September 30, 2014 and 2013, interest expense on all notes payable described above was $1,564,896 and $963,736, respectively, which included $137,902 and $106,846, respectively, of amortization of debt discount and debt issuance costs. For the three months ended September 30, 2014 and 2013, interest expense on all notes payable described above was $619,391 and $403,174, respectively. This included $47,061 and $49,974, respectively, of amortization of debt discount and debt issuance. There was no interest capitalized in 2014 or 2013. |
Derivative_Liability
Derivative Liability | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Derivative Liability | We apply the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. | |||||||||
From time to time, the Company has issued notes with embedded conversion features and warrants to purchase common stock. Certain of the embedded conversion features and warrants contain price protection or anti-dilution features that result in these instruments being treated as derivatives, or there were insufficient shares to satisfy the exercise of the instruments. On July 12, 2013, the Company increased its share authorization to 41,666,667 shares and removed this derivative liability associated with the 14% convertible notes due to the availability of sufficient authorized shares to settle these outstanding contracts. | ||||||||||
Management has used the simplified Black Scholes model to estimate fair value of derivative instruments. Management believes that as a result of the relatively short term nature of the warrants and convertibility features, a lattice model would not result in a materially different valuation. | ||||||||||
During 2013, the Company computed a historical volatility of 623% using daily pricing observations for recent periods. We applied a historical volatility rate during the year ended December 31, 2013, and future periods, since the Company exited its development stage and commenced commercial operations. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants and embedded conversion features. | ||||||||||
We currently have no reason to believe that future volatility over the expected remaining life of these warrants and embedded conversion features is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants and embedded conversion features. The risk-free interest rate is based on one-year to five-year U.S. Treasury securities consistent with the remaining term of the warrants and embedded conversion features. | ||||||||||
The following table presents our warrants and embedded conversion options which have no observable market data and are derived using Black-Scholes measured at fair value (level 3 in the fair value hierarchy) on a recurring basis, using Level 3 inputs, as of September 30, 2014 and December 31, 2013: | ||||||||||
For the nine months ended September 30, | For the year ended | |||||||||
2014 | December 31, | |||||||||
2013 | ||||||||||
Annual dividend yield | 0 | % | 0 | % | ||||||
Expected life (years) | 0.00 - 0.50 | 0.00 - 0.60 | ||||||||
Risk-free interest rate | 0.11% - 0.25 | % | 0.11% - 0.25 | % | ||||||
Expected volatility | 623 | % | 623 | % | ||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Embedded Conversion features | $ | 1,732,452 | $ | 1,467,579 | ||||||
Warrants | 230,630 | 163,406 | ||||||||
$ | 1,963,082 | $ | 1,630,985 | |||||||
The following table presents the changes in fair value of our warrants and embedded conversion features measured at fair value on a recurring basis for each reporting period-end. | ||||||||||
For the | For the | |||||||||
nine months ended | year ended | |||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Balance beginning | $ | 1,630,985 | $ | 1,046,439 | ||||||
Change in derivative liability due to increased share authorization | -- | -1,977,372 | ||||||||
Value of derivative liability associated with JMJ note payable | 42,592 | -- | ||||||||
Value of derivative liability attributable to conversion of notes payable and accrued interest | -715,981 | -- | ||||||||
Change in derivative liability associated with conversion of notes payable and accrued interest | -272,980 | -- | ||||||||
Change in fair value | 1,278,466 | 2,561,918 | ||||||||
Balance ending | $ | 1,963,082 | $ | 1,630,985 | ||||||
The reduction in fair value of the derivative liability is largely attributable to the effect on the derivative liability from the payment of $50,000 of notes and the conversion of $225,000 of notes, and related accrued interest. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Notes to Financial Statements | |||||||||||
Related Party Transactions | Officers’ Compensation | ||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $112,500 and $112,500, respectively, in officers’ compensation due our Director, Chairman and CEO, Mr. Stanley Weiner. During the three month periods ended September 30, 2014 and 2013, we incurred $37,500 and $37,500, respectively. As of September 30, 2014 and December 31, 2013, the balances of $375,583 and $263,083, respectively, were payable to Mr. Weiner for his officers’ salary. | |||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $75,000 and $112,500, respectively, in officers’ compensation due to one of our former Directors and former Chief Operating Officer, Mr. Lee Maddox. During the three month periods ended September 30, 2014 and 2013, we incurred zero and $37,500, respectively. As of September 30, 2014 and December 31, 2013, the balances of $245,500 and $170,500, respectively, were payable to Mr. Maddox for his officers’ salary. | |||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $67,500 and $67,500, respectively, in general counsel services fees expense with Seabolt Law Group, a firm owned by our Director and General Counsel, Mr. Grant Seabolt. During the three month periods ended September 30, 2014 and 2013, we incurred $22,500 and $22,500, respectively. As of September 30, 2014 and December 31, 2013, the balances of $166,083 and $121,083, respectively, were payable to Seabolt Law Group for these services. | |||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $369,983 and none, respectively, in CFO, audit preparation, tax, and SEC compliance services expense with Miranda & Associates, a Professional Accountancy Corporation, and Miranda CFO Services, Inc., firms owned by our Chief Financial Officer, Mr. Robert J. Miranda. During the three month periods ended September 30, 2014 and 2013, we incurred $70,000 and none, respectively. As of September 30, 2014 and December 31, 2013, the balance of $195,000 and $24,060, respectively, were payable to these firms for these services. During the three and nine months ended September 30, 2014, we paid Miranda & Associates in the form of common stock 125,292 shares of common stock valued at $72,175 toward these fees. As of September 30, 2014, we have agreed to pay $166,667 shares of common stock valued at $100,000 toward these obligations, leaving a cash payable balance due of $95,000 as of September 30, 2014. | |||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $90,000 and none, respectively, in officers’ consulting fees due to our Chief Operating Officer, Mr. Joshua Brooks. During the three month periods ended September 30, 2014 and 2013, we incurred $30,000 and none, respectively. During the nine month period ended September 30, 2014, we also incurred with Mr. Joshua Brooks a performance bonus comprised of 333,333 million shares of the Company’s common stock valued at $120,000. As of September 30, 2014 and December 31, 2013, the balance of $90,000 and $30,000, was payable to Mr. Brooks for his officers’ salary. Under the terms of his employment agreement, Mr. Brooks is paid in common stock in lieu of cash compensation. These stock awards are accrued as fees payable in common stock the awards are vested. The Company has been accruing payroll taxes on these payments. | |||||||||||
During the nine month periods ended September 30, 2014 and 2013, we incurred $150,000 and none, respectively, in officers’ salary due to the President of our wholly-owned subsidiary, STW Pipeline Maintenance & Construction, LLC. Mr. Adam Jennings. During the three month periods ended September 30, 2014 and 2013, we incurred $50,000 and none, respectively. During the nine month period ended September 30, 2014, we incurred with Mr. Adam Jennings a signing bonus comprised of 266,667 shares of the Company’s common stock valued at $142,000. During the three month period ended September 30, 2014, we incurred with Mr. Adam Jennings a signing bonus comprised of 50,000 shares of the Company’s common stock valued at $21,000. As of September 30, 2014 and December 31, 2013, the balance of $121,000 and $27,000, was payable to Mr. Jennings for the value of signing bonuses due under his employment agreement. These stock awards are accrued as fees payable in common stock as the awards are vested. | |||||||||||
Board and Advisory Board 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. In December 2011, the Board voted to authorize the issuance of shares in lieu of cash compensation for past services. | |||||||||||
Per the Director Agreements, the Company compensates each of the directors through the initial grant of 33,333 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. For the nine months ended September 30, 2014 and 2013, the Company incurred board of director fees of $468,750 and $452,849, respectively. For the three months ended September 30, 2014 and 2013, the Company incurred board of director fees of $131,250 and $178,025, respectively. During the three and nine months ended September 30, 2014, the Company issued zero and 930,261 shares of its common stock in payment of these fees, valued at zero and $558,157, respectively. As of September 30, 2014 and December 31, 2013, the Company has accrued compensation due to its directors (both current and former) of $402,317 and $491,724, respectively. | |||||||||||
As of September 30, 2014 and December 31, 2013, the Company has $1,277,573 and $139,763, respectively, of related party payables to Black Pearl Energy, LLC, a company controlled by the Company’s CEO, COO, and General Counsel. | |||||||||||
During the nine months ended September 30, 2014 and 2013, the Company, had related party sales of $143,378 and $57,408, respectively. During three months ended September 30, 2014 and 2013, the Company, had sales of $66,000 and $57,408, respectively. Related party sales are a combination of sales to three companies Black Pearl Energy, LLC, Dufrane Construction, and Dufrane Nuclear Shielding Inc. | |||||||||||
As of September 30, 2014 and December 31, 2013, the Company has a related party payable of $193,553 and $132,490, respectively, to Dufrane Nuclear, Inc. a company controlled by Mr. Joshua Brooks, the Company’s Chief Operating Officer. | |||||||||||
Line of credit with Black Pearl Energy, LLC | |||||||||||
On March 19, 2014, we entered into a Line of Credit Agreement (the "Credit Agreement") with Black Pearl Energy, LLC ("Black Pearl"), an entity controlled by Stan Weiner and Lee Maddox, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, and one of our directors: Grant Seabolt. Pursuant to the Credit Agreement, Black Pearl issued us a $2,000,000 line of credit, of which $1,277,573 has been advanced as of September 30, 2014. The credit was issued in the form of a promissory note (the "Note"). We must pay back all advanced funds on or before August 1, 2014, although such date will be extended to September 30, 2014 if we do not receive gross proceeds of no less than $6,000,000 resulting from either or both of: (a) the consummation of one or more private placements of debt or equity securities, not including the funds received pursuant to the Credit Agreement; or (b) the filing of a registration statement on Form S-1 with the Securities and Exchange Commission (“SEC”) for an initial public offering of our securities. Interest accrues at 11% per annum. To further induce Black Pearl to issue us the line of credit, we agreed to issue them 250,000 restricted shares of our common stock and a $25,000 transaction fee to be paid on the final closing date of the credit line. | |||||||||||
Upon an event of default, which includes nonpayment of any funds owed or bankruptcy, Black Pearl may cease making further advances to us until such default is cured; if the default is not cured, all of Black Pearl's obligations under the Agreement and the Note shall cease and terminate, and Black Pearl may: (i) declare the outstanding principal evidenced by the Note immediately due and payable; (ii) exercise any remedy provided for in the Credit Agreement; or (iii) (iv) exercise any other right or remedy available to it pursuant to the Credit Agreement or Note, or as provided at law or in equity. Interest on the advanced funds shall increase to 18% until the default is cured. | |||||||||||
Factoring Agreement with Crown Financial, LLC | |||||||||||
On January 13, 2014, STW Resource Holding Corp. entered into an accounts receivable factoring facility (the “Factoring Facility”) with Crown Financial, LLC ("Crown"), pursuant to an Account Purchase Agreement (the “Factoring Agreement”). The Factoring Agreement is secured through a Security Agreement between the Company, two of our subsidiaries: STW Pipeline Maintenance & Construction, LLC and STW Oilfield Construction, LLC (collectively, the "Subsidiaries") and Crown, by all of the instruments, accounts, contracts and rights to the payment of money, all general intangibles and all equipment of the Company and the Subsidiaries. The Factoring Facility includes a loan in the amount of $4,000,000. Although our former Chief Operating Officer, Lee Maddox, personally guaranteed our full and prompt performance of all of our obligations, representations, warranties and covenants under the Factoring Agreement, pursuant to a Guaranty Agreement for and in consideration of Crown issuing us the Factoring Facility, such guaranty was terminated when Mr. Maddox resigned as our COO in July 2014, pursuant to the terms of the related Termination Agreement. | |||||||||||
The Factoring Facility shall continue until terminated by either party upon 30 days written notice. Under the terms of the Factoring Agreement, Crown may, at its sole discretion, purchase certain of the Company’s eligible accounts receivable. Upon any acquisition of an account receivable, Crown will advance to the Company up to 80% of the face amount of the account receivable (the "Purchase Price"); although Crown maintains the right to propose a change in that rate, which we can accept in writing, orally or by accepting funding based on such changed rate. Additionally, based upon when each invoice gets paid, Crown shall pay us a rebate percentage of between 0-18% of the related invoice. Crown will generally have full recourse against us in the event of nonpayment of any such purchased account. Crown has the discretion to also accept a substitute invoice from us for uncollected invoices; if such substitute invoice is not accepted, we will be obligated to pay Crown the Purchase Price of such uncollected invoice plus interest at the maximum lawful interest rate per annum, minus any payments made on the invoice. | |||||||||||
The Factoring Agreement contains covenants that are customary for agreements of this type and appoints Crown as attorney in fact for various activities associated with the purchased accounts receivable, including opening our mail, endorsing our name on related notes and payments, and filing liens against related third parties. The failure to satisfy covenants under the Factoring Agreement or the occurrence of other specified events that constitute an event of default could result in the acceleration of our repayment obligations or Crown enforcing its rights under the Security Agreement and taking possession of the collateral. The Factoring Agreement contains provisions relating to events of default that are customary for agreements of this type. | |||||||||||
Service Agreement | |||||||||||
On September 24, 2013, the Company entered into a service agreement with one of its executive officers pursuant to which the officer agreed to provide a personal guaranty to lenders and/or suppliers from which the Company's subsidiary, STW Oilfield Construction, LLC ("Oilfield Construction"), seeks to rent or purchase equipment, as specified in each agreement. In consideration for the personal guaranty, the Company agreed to issue to the officer that number of shares of its common stock, valued at $0.72 per share, as is equal to the amount of the guaranty (the "Guaranty Shares"). The value of the 63,667 shares of common stock was recorded on September 24, 2013, as fees payable in common stock. The Company maintains the right to terminate these service agreements at any time with written notice. The term of the agreement/guaranty is for 6 months. The following table provides salient information about this service agreement. | |||||||||||
Name and Title | Date of Agreement | Amount of Personal Guaranty | Guaranty Shares | ||||||||
Joshua Brooks, Chief Operating Officer | 24-Sep-13 | $ | 45,800 | -1 | 63,667 | ||||||
(1) Pursuant to the service agreement with Mr. Brooks, any amounts due on a related defaulted lease in excess of 20% of the amount of the personal guaranty, shall be the Company's obligation. If Brooks' employment with the Company is terminated, the Company shall use its best commercial efforts to have it, or a third party, assume Brooks' guarantee obligations. |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Stockholders' Deficit | Preferred Stock | ||||||||||||
The Company has authorized 10,000,000 shares of preferred stock with a par value of $0.001 per share. However, as of the date of this Report, no such shares are issued or outstanding and the Company does not currently have any plans to issue shares of such stock. | |||||||||||||
Common Stock | |||||||||||||
The Company has authorized 41,666,667 shares of common stock with a par value of $0.001. During the nine months ended September 30, 2014 and 2013, the Company issued common shares as follows: | |||||||||||||
During January 2014, the Company issued an aggregate of 926,603 shares of its common stock valued at $510,769 in payment of accrued paid-in-kind (“PIK”) interest to twelve (12) investors. | |||||||||||||
During January, 2014, the Company issued an aggregate of 122,190 shares of its common stock to twelve (12) investors valued at $67,354 as consideration for the extension of the maturity date to June 1, 2015, on the 14% convertible notes that matured on November 30, 2013 and in default. | |||||||||||||
During January, 2014, the Company issued an aggregate of 1,220,101 shares of its common stock valued at $660,684 upon the conversion of a 14% convertible note and two 12% convertible notes (see Note 5). | |||||||||||||
During January and February, 2014, the Company issued 250,000 shares of its common stock valued at $145,000 to consultants for services rendered. | |||||||||||||
During March 2014, the Company issued 312,500 shares of its common stock to an investor that had subscribed and paid $150,000 for the shares on November 15, 2013. This subscription of shares was previously reported as Stock Subscriptions Payable as of December 31, 2013. | |||||||||||||
During March 2014, the Company issued 130,208 shares of its common stock in consideration of $62,500 cash proceeds realized from the sale of stock to accredited investors at $0.48 per share. | |||||||||||||
During the period April 1, 2014 through September 17, 2014, we sold an aggregate of 1,910,833 units pursuant to a Share Purchase Agreement (the "Purchase Agreement") to fifty (50) accredited investors (the "Investors"), each consisting of (a) one share of common stock and (b) one, 2 year, common stock purchase warrant to purchase one share of common stock at an exercise price of $1.20 per share, subject to adjustment (the "Warrants," collectively with the shares of common stock, the "Units"). Each Unit had a purchase price of $0.48, and the Company received an aggregate of $1,029,000 in gross funding in the transaction (the "Offering"). One of the investors, because of additional circumstances, received an additional 16,667 warrants so total warrants were 1,927,500. | |||||||||||||
In April 2014 the Company issued 104,166 shares of common stock on a unit share offering at $0.48 for proceeds of $70,000. The Company issued 930,261 shares of common stock to the Board of Directors for services rendered; this was valued at $558,157. Additional shares of 100,000 were issued to an employee as a signing bonus valued at $60,000. Officer’s compensation was paid by issuing 402,708 shares of common stock in lieu of paying $241,625. Consultants were issued 186,958 shares of common stock in lieu of paying $112,175 in accrued fees. | |||||||||||||
On May 22, 2014, the Company converted a 14% convertible note that was in default in the amount of $544,426 of principal and $197,486 of accrued interest into 1,545,650 shares of its common stock. | |||||||||||||
In May 2014 a consultant was issued 83,333 shares of common stock in lieu of fees of $60,000. | |||||||||||||
On June 4, 2014 the company issued 58,333 shares to a consultant at $0.10 per share in payment of $35,000 of consulting fees. | |||||||||||||
In June 2014 the Company issued 20,833 shares of common stock on a unit share offering at $0.48 for proceeds of $30,000. A charitable contribution was made of 166,667 shares of common stock valued at $110,000. | |||||||||||||
In July 2014 the Company issued 1,104,167 shares of common stock on a unit share offering at $0.48 for proceeds of $530,000. | |||||||||||||
In July the Company issued 41,666 shares for 8,333 warrants at $1.20 for $50,000. The Company also issued 22,561 shares in payment of PIK interest for $10,829. Additionally, the Company issued 83,333 shares for a loan, valued at $40,000. Two employees received 283,333 shares of stock for signing bonus and services to the company. These shares were valued at $136,000. All of these shares were issued at fair market value at the date of issuance. | |||||||||||||
In August 2014 the Company issued 724,167 shares of common stock on a unit share offering at $0.60 for proceeds of $437,500. The Company also issued 108,333 shares to consultants in lieu of paying Consultant fees of $49,000. | |||||||||||||
In September 2014 the Company issued 10,000 shares of common stock to a consultant in lieu of paying Consultant fees of $4,800 and issued an additional 95,833 shares to employees as signing bonuses. | |||||||||||||
On September 23, 2014, 100,000 shares of common stock were issued to three employees at $0.72 per share as part of their employment/signing bonuses. | |||||||||||||
As of September 30, 2014, the Company had the following securities outstanding which gives the holder the right to acquire the Company’s common stock outstanding: | |||||||||||||
Number of | |||||||||||||
Underlying | |||||||||||||
Common | Exercise | ||||||||||||
Security | Shares | Price | Expire | ||||||||||
Warrants associated with the 12% Convertible Notes | 153,583 | 0.012 | 2014-2015 | ||||||||||
Warrants associated with June-September 14% Convertible Notes | -- | 1.2 | 2014 | ||||||||||
Warrants associated with November 14% Convertible notes | 462,917 | 1.2 | 2014 | ||||||||||
Warrants associated with 2013 Revenue Participation Notes | 185,038 | 1.20– 1.80 | 2015 | ||||||||||
Warrants issued to Crown Financial, LLC | 666,667 | 1.2 | 2016 | ||||||||||
Warrants issued on $20,000 short term loan | 33,333 | 1.2 | 2015 | ||||||||||
Warrants issued with 2013 and 2014 Unit Share Offerings | 2,974,375 | 1.20– 1.50 | 2015 - 2016 | ||||||||||
Sub-total of Warrants outstanding | 4,475,913 | ||||||||||||
Common stock associated with the 12% Convertible Notes plus accrued interest | 1,366,553 | 0.12 | 2014 | ||||||||||
Common stock associated with Pipeline Convertible Revenue Participation notes | 292,528 | 0.72 | 2015 | ||||||||||
Common stock associated with 14% convertible notes plus accrued interest | 5,743,480 | 0.48 | 2015 | ||||||||||
Common stock associated with 2013 and 2014 Unit Share Offerings | 2,311,875 | 0.48 | 2015 | ||||||||||
Common stock associated with the JMJ notes | 64,197 | various | |||||||||||
Common stock payable as fees | 1,622,880 | various | |||||||||||
Total | 15,877,426 | ||||||||||||
Warrants | |||||||||||||
A summary of the Company’s warrant activity and related information during the nine months ended September 30, 2014 follows: | |||||||||||||
Number of Shares | Weighted- Average Exercise | Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||
Price | |||||||||||||
Outstanding at January 1, 2014 | 3,056,788 | $ | 4.29 | 1.08 | $ | 131,320 | |||||||
Issued | 2,328,542 | 1.32 | 1.71 | ||||||||||
Exercised | -- | ||||||||||||
Forfeited | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | -909,417 | 21.56 | |||||||||||
Outstanding at September 30, 2014 | 4,475,913 | $ | 1.24 | 1.35 | $ | 1,203,882 | |||||||
Exercisable | 4,475,913 | $ | 1.24 | 1.35 | $ | 1,203,882 | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Commitments and Contingencies | |||||||||||||
Lease Commitments | |||||||||||||
The Company leased its office facilities under an operating lease that commenced on October 1, 2013 and expires on September 30, 2020. The lease calls for monthly payments of $9,750, plus payment by the Company of all operating expenses, insurance and taxes on the property. The Company has an option until September 30, 2016, to purchase the land and building for $825,500 | |||||||||||||
During 2013, the Company entered into a capital lease of a modular office trailer. The lease contract calls for forty eight (48) monthly payments of $593 with a purchase option at the end of the lease. The Company determined the value of the capital lease to be $23,300 with an implicit interest rate in the lease of 10%. In July of 2014, the Company entered into a lease for a commercial ice machine with Executive Leasing, Inc. The lease contract calls for Thirty six (36) monthly payments of $505 with a purchase option at the end of the lease. The Company determined the value of the capital lease to be $14,854 with an implicit interest rate in the lease of 12%. As of September 30, 2014 and December 31, 2013, the principal balances on these capital leases totaled $32,862 and $23,300, respectively. | |||||||||||||
Future minimum lease payments under the capital lease and operating lease as of September 30, 2014, are as follows: | |||||||||||||
Years ending December 31: | Capital Lease | Operating Lease | Totals | ||||||||||
2014 | $ | 3,294 | $ | 37,428 | $ | 40,722 | |||||||
2015 | 13,177 | 149,713 | 162,890 | ||||||||||
2016 | 13,177 | 149,713 | 162,890 | ||||||||||
2017 | 8,961 | 149,713 | 158,674 | ||||||||||
Thereafter | - | 399,917 | 399,917 | ||||||||||
Total minimum lease payments | 38,609 | 886,484 | 925,093 | ||||||||||
Less interest | 5,747 | ||||||||||||
Capital lease obligation | 32,862 | ||||||||||||
Less current portion | 3,294 | ||||||||||||
Long-term capital lease obligation | $ | 29,568 | |||||||||||
Rental expense for all property, including equipment rentals in the cost of sales, and equipment operating leases during the nine month periods ended September 30, 2014 and 2013, respectively, $3,345,619 (which includes over $3.2 million of equipment rental used on projects and reflected in cost of revenues) and $10,566. Rental expense for all property and equipment operating leases during the three month periods ended September 30, 2014 and 2013 were $1,392,562 and $3,522, respectively. Related party rental expense during the nine months ended September 30, 2014 and 2013, was $519,268 and none, respectively. Related party rental expense during the three months ended September 30, 2014 and 2013, was $192,134 and none, respectively. | |||||||||||||
Product Purchase and Manufacturing license agreement | |||||||||||||
On June 20, 2014, the Company entered into an exclusive product purchase and manufacturing license agreement with Salttech B.V, (“Salttech”) a company based in the Netherlands. The agreement provides exclusive rights to purchase Salttech’s DyVaR devices which are used to remove salinity from brackish/brine water streams. The agreement grant’s to the Company exclusive United States rights to purchase these products for use in the municipal and oil & gas industries. The agreement also grants to the Company the right of first refusal for this technology in North America. | |||||||||||||
The initial term of the agreement is for five years and is renewable automatically for five years and every five year period unless terminated by written notice of the parties at least three months before the termination date. | |||||||||||||
The initial royalty for the first year of the agreement is for $324,000, payable quarterly beginning with the calendar quarter starting July 1, 2014 as follows: Q3 2014 $60,000, Q4 2014 $60,000, Q1 2015 $100,000 and Q2 2015 $104,000. The Company also agreed to pay a continuing royalty of $240,000 per year for years 2-5, plus 3% of the invoice price of any products sold by the Company under the agreement. The Company also agreed to issue 66,667 shares of its common stock in consideration of this agreement. Although no payments have been made as of the date of this Report, the Company has not received any notices from Salttech regarding same - whether to terminate the agreement as permitted thereunder or otherwise. | |||||||||||||
As of September 30, 2014, the minimum royalty obligation payable under this agreement is as follows: | |||||||||||||
Minimum Royalty Obligation | |||||||||||||
Years ending December 31: | |||||||||||||
2014 | $ | 160,000 | |||||||||||
2015 | 324,000 | ||||||||||||
2016 | 240,000 | ||||||||||||
2017 | 240,000 | ||||||||||||
2018 | 240,000 | ||||||||||||
Thereafter | 120,000 | ||||||||||||
Total minimum royalty payments | 1,324,000 | ||||||||||||
Indemnities and Guarantees | |||||||||||||
In addition to the indemnification provisions contained in the Company’s charter documents, the Company will generally enter into separate indemnification agreements with the Company’s directors and officers. These agreements require the Company, among other things, to indemnify the director or officer against specified expenses and liabilities, such as attorneys’ fees, judgments, fines and settlements, paid by the individual in connection with any action, suit or proceeding arising out of the individual’s status or service as the Company’s director or officer, other than liabilities arising from willful misconduct or conduct that is knowingly fraudulent or deliberately dishonest, and to advance expenses incurred by the individual in connection with any proceeding against the individual with respect to which the individual may be entitled to indemnification by the Company. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets. | |||||||||||||
Employment Agreements | |||||||||||||
The Company has an employment agreement with Joshua Brooks that expired on September 19, 2014, but is renewable by mutual consent of the Company and Mr. Brooks. The agreement entitles Mr. Brooks to an annual salary of $120,000. The Company’s subsidiary, STW Pipeline Maintenance & Construction, LLC, has an employment agreement with Adam Jennings that expired on September 22, 2014, but is renewable by mutual consent of the Company and Mr. Jennings. The employment agreement for Mr. Jennings has been renewed and we are currently in negotiations with Mr. Brooks. | |||||||||||||
Contingencies | |||||||||||||
The Company is subject to various claims and contingencies in the normal course of business that arise from litigation, business transactions, or employee-related matters. The Company establishes reserves when it believes a loss is probable and is able to estimate its potential exposure. For loss contingencies believed to be reasonably possible, the Company also discloses the nature of the loss contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. While actual losses may differ from the amounts recorded and the ultimate outcome of our pending actions is generally not yet determinable, the Company does not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on its business, financial position, results of operations, or cash flows. In all cases, the Company vigorously defends itself unless a reasonable settlement appears appropriate. All items, whereby the Company agrees with the amount of the claim, have been recorded in the current period and are reflected in accounts payable. | |||||||||||||
GE Ionics, Inc. Lawsuit. On May 22, 2013, GE filed a lawsuit against STW in the Supreme Court of the State of New York, County of New York, Index No. 651832/2013 (the “GE Lawsuit”). Although the lawsuit arises out of STW’s obligations to GE under its Settlement Agreement with GE (described more fully in Item 3, GE Ionics Settlement Agreement), upon which STW owed GE $2.1 million plus interest, GE has elected to forgo suit on the settlement amount and sue STW for the original debt of $11,239,437, plus interest and attorneys’ fees (the “Original Debt”). As such, STW filed its Answer and asserted that it is entitled to and shall pursue all of its available legal and equitable defenses to the Original Debt, inasmuch as GE has, among other things, failed to discount the Original Debt sued upon by the amounts that it recovered through re-use and re-sale of the equipment it fabricated for STW. Management has not accrued the original amount of the debt because the probability of recovery is remote. The lawsuit is in the discovery phase of litigation. | |||||||||||||
Marcus Muller and Roy Beach Promissory Notes. On March 2, 2012, counsel for Marcus Muller and Roy Beach sent a demand letter to the Company demanding payment on two 12% Convertible Notes by the Company to Messrs. Muller and Beach. The notes in an original principal amount of $25,000 each were issued on August 13 and 18, 2010 and were in a default status. Muller and Beach’s counsel threatened to initiate Chapter 7 Involuntary Bankruptcy proceedings against the Company, but did not disclose who the necessary third debtor was who had an alleged uncontested claim. Since that date, the Company has made all agreed upon payments of debt, interest and attorney fees to Muller and Beach and the related matter has been resolved. | |||||||||||||
TCA Global Credit Master Fund, LP Lawsuit. On April 04, 2014, TCA Global Credit Master Fund, LP filed a lawsuit against the Company in the Circuit Court of the 11th Judicial District of Miami-Dade County, Florida y, Florida, cause No. 2014-8956-CA-06, alleging the Company’s breach of an October 16, 2012 debt settlement agreement (the “TCA Lawsuit”). The Company did not have to file an answer, as it and TCA agreed to a First Addendum to the October 16, 2012 settlement agreement, wherein STW agreed to pay TCA Global the sum of $77,068 in unpaid principal, accrued interest and attorneys’ fees, and TCA Global agreed to conditionally dismiss the TCA Lawsuit. Should there be a default in the Company’s payments under the First Addendum, the Company agreed to the entry of a Final Consent Judgment for the $77,068, less amounts paid prior to filing of the Consent Judgment. The Company was previously in default under the Settlement Addendum, and still owes TCA Global $37,068 to discharge the obligation in full. At this time, TCA Global has accepted partial payments and has yet to file the Consent Judgment. The Company has paid all amounts due under the Settlement Addendum and the related matter has been finally resolved. | |||||||||||||
Sichenzia and Ross Lawsuit. On June 13, 2014, Sichenzia Ross Friedman Ference LLP filed a lawsuit against the Company in the Supreme Court of New York, County of New York, Index No. 155843/2013, seeking $180,036 in legal fees and expenses from the Company. The legal fees and expenses related to Sichenzia Ross’ representation of the Company on SEC matters. The parties filed a stipulation with the Court on August 25, 2014, which extended the Company’s date to file an Answer to the lawsuit to September 22, 2014. On October 8, 2014, the Parties entered into a Settlement Agreement whereby the Company agreed to pay Sichenzia Ross $80,036.22 on or before November 28, 2014 or within three business days of the Company closing its current round of financing. The agreement to pay was secured by the Company providing Sichenzia Ross an “Affidavit of Judgment by Confession” in the amount of $80,036.22 to be filed only if the Company failed to pay the $80,036.22 by the due date, plus a five day cure period ending on December 03, 2014. On December 10, 2014, Sichenzia Ross filed the Judgement by Confession with the Court. | |||||||||||||
Bob J. Johnson & Associates Lawsuit. There has been one lawsuit filed on July 14, 2014 against the Company’s subsidiary, STW Water Process & Technologies, LLC (“STW Water”), Bob J. Johnson & Associates, Inc. (BJJA) v. Alan Murphy and STW Water & Process Technologies, LLC, Case No. CV50473 in the 238th District Court of Midland County, Texas (the “BJJA Lawsuit”). BJJA sought to enforce an allegedly enforceable covenant not to compete and a confidentiality agreement signed by Alan Murphy, STW Water’s recently hired President, who was a former vice president and employee of BJJA. On July 14, 2014, BJJA obtained a TRO against Alan Murphy, STW Water and those associated with the Defendants, which, by the Company’s ownership of STW Water, included the Company. The TRO temporarily prohibited the Company, STW Water and Alan Murphy from contacting two key customers of STW and STW Water, Pioneer Energy Resources and the City of St. Stockton, Texas. On July 28, 2014, the Court held a temporary injunction hearing, which resulted in the TRO being dissolved and the Court refusing to further enjoin STW, STW Water or Alan Murphy from competing with BJJA. The case is still on the docket; however, the Company is confident that it will not go forward to a trial on the merits, thereby precluding any appreciable risk of a permanent injunction. | |||||||||||||
Arbitration Judgment | |||||||||||||
Viewpoint Securities, LLC Arbitration. On or about July 9, 2012, the Company and Stan Weiner, the Company's chief executive officer, received a demand for arbitration with the American Arbitration Association. The demand was filed by Viewpoint Securities LLC ("VP") who entered into an engagement agreement, dated March 9, 2008 (as amended on March 9, 2008, November 10, 2008, January 1, 2009, February 5, 2010, and December 1, 2010), with STW whereby the Company retained VP to act as its financial and capital markets advisor regarding equity and debt introduced by VP to the Company. The demand alleged breach of contract, breach of the covenant of good faith and fair dealings, negligence prayer for commissions and expenses incurred by VP in its efforts to provide introductions and attempt to provide financing to the Company from March 9, 2008 through February 2, 2012, the date of termination of the Agreement. VP seeks, among other things, $216,217 and a warrant to purchase 94,444 shares of the Company's common stock, payment of a $15,000 promissory note plus 3+ years of interest at 12%, attorneys' fees of $18,000 and costs of arbitration for filing fees and hearing fees. The Company believed it had valid defenses and contested these claims vigorously. On August 18, 2012, VP dismissed Stan Weiner from the claim with prejudice. A final arbitration hearing was held on February 3, 2014. On April 1, 2014, the Arbitrator issued an Award in favor of Viewpoint for $196,727 on Viewpoint's claim for $216,217 in fees and expenses, plus $5,541 in arbitration hearing fees and expenses; interest shall accrue at the rate of 10% per annum on any unpaid portion of the award commending April 1, 2014. The Arbitrator denied Viewpoint's claims related to the Company's warrants, a $15,000 promissory note plus 12% interest and for $18,000 in attorneys' fees. The Award was final on April 1, 2014, and on October 28, 2014, Viewpoint filed a lawsuit in San Diego County, California Superior Court seeking to enforce its Arbitration Award, in Case No. 37-2014-00036027-CU-PA-CTL. The full amount of this award has been accrued for in Accounts Payable. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Information | |||||||||||||||||
Segment Information | We have three reportable segments, (1) water reclamation services, (2) oil & gas services, and (3) corporate overhead, as described herein. | ||||||||||||||||
Water reclamation services | |||||||||||||||||
The Company plans to provide 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. | |||||||||||||||||
Oil and Gas Services | |||||||||||||||||
Our subsidiaries, STW Energy, STW Pipeline Maintenance & Construction, and STW Oilfield Construction Services offer a wide a range of oilfield and pipeline construction, maintenance and support services. We employ qualified laborers with years of experience in the oil patch, and Supervisor/Sales people with particular oil patch knowledge in the Permian and Delaware Basins of West Texas, Eastern New Mexico, and in the Eagle Ford of South Texas. | |||||||||||||||||
Corporate Operations | |||||||||||||||||
Corporate operations include senior management salaries and benefits, accounting and finance, legal, business development, and other general corporate operating expenses. | |||||||||||||||||
The accounting policies for the segments are the same as those described in the Summary of Significant Accounting Policies (see Note 1). The following is a list of methodologies that we use for segment reporting that differ from our external reporting: | |||||||||||||||||
● | Liabilities including accounts payable, notes payable, and other liabilities are managed at the corporate level and not included in segment operations. | ||||||||||||||||
● | Interest expense and change in derivative liabilities are managed at the corporate level and not included in segment operations. | ||||||||||||||||
Segment Operations | |||||||||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 172,897 | $ | 13,837,611 | $ | -- | $ | 14,010,508 | |||||||||
Costs of revenues | 134,458 | 13,014,048 | -- | 13,148,506 | |||||||||||||
Operating expenses | 591,308 | 3,071,717 | 6,123,934 | 9,786,959 | |||||||||||||
Other income (expense) | -- | -- | (2,883,222 | ) | (2,883,222 | ) | |||||||||||
Segment income (loss) | $ | (552,869 | ) | $ | (2,248,154 | ) | $ | (9,007,156 | ) | $ | (11,808,179 | ) | |||||
Three months ended September 30, 2014 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 162,846 | $ | 4,633,535 | $ | -- | $ | 4,796,381 | |||||||||
Costs of revenues | 134,458 | 4,556,749 | -- | 4,691,207 | |||||||||||||
Operating expenses | 371,724 | 1,123,143 | 2,425,784 | 3,920,651 | |||||||||||||
Other income (expense) | -- | -- | (1,494,181 | ) | (1,494,181 | ) | |||||||||||
Segment income (loss) | $ | (343,336 | ) | $ | (1,046,357 | ) | $ | (3,919,965 | ) | $ | (5,309,658 | ) | |||||
Nine months ended September 30, 2013 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 541,000 | $ | 147,617 | $ | -- | $ | 688,617 | |||||||||
Costs of revenues | 459,635 | 216,607 | -- | 676,242 | |||||||||||||
Operating expenses | -- | -- | 1,920,110 | 1,920,110 | |||||||||||||
Other income (expense) | -- | -- | (3,759,822 | ) | (3,759,822 | ) | |||||||||||
Segment income (loss) | $ | 81,365 | $ | (68,990 | ) | $ | (5,679,932 | ) | $ | (5,667,557 | ) | ||||||
Three months ended September 30, 2013 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | -- | $ | 147,617 | $ | -- | $ | 147,617 | |||||||||
Costs of revenues | -- | 216,607 | -- | 216,607 | |||||||||||||
Operating expenses | -- | -- | 861,060 | 861,060 | |||||||||||||
Other income (expense) | -- | -- | (1,462,892 | ) | (1,462,892 | ) | |||||||||||
Segment income (loss) | $ | -- | $ | (68,990 | ) | $ | (2,323,952 | ) | $ | (2,392,942 | ) | ||||||
Segment Assets | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Current Assets | $ | 324,531 | $ | 2,087,576 | $ | 398,449 | $ | 2,810,556 | |||||||||
Fixed assets | 358,317 | 684,593 | 114,860 | 1,157,770 | |||||||||||||
Other assets | -- | -- | 119,198 | 119,198 | |||||||||||||
Segment Assets | $ | 682,848 | $ | 2,772,169 | $ | 632,507 | $ | 4,087,524 | |||||||||
31-Dec-13 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Current Assets | $ | -- | $ | -- | $ | 583,581 | $ | 583,581 | |||||||||
Fixed assets | -- | -- | 746,638 | 746,638 | |||||||||||||
Other assets | -- | -- | 185,428 | 185,428 | |||||||||||||
Segment Assets | $ | -- | $ | -- | $ | 1,515,647 | $ | 1,515,647 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | On November 7, 2014, we affected a 1-to-6 reverse stock split of our common stock, or the Reverse Stock Split. As a result of the Reverse Stock Split, every six shares of our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. The Reverse Stock Split did change the authorized number of shares but did not change the par value on our common stock. Accordingly, share and per share amounts presented in these condensed consolidated financial statements and notes thereto, have been adjusted retrospectively, where applicable, for all periods presented, to reflect this 1-to-6 reverse stock split. |
Shares Issued | |
On October 15, 2014, the Company issued 129,921 shares of common stock to an investor at a unit value of $0.72 per share for the conversion of a revenue participation offering on STW Pipeline. | |
On October 23, 2014, the Company issued 33,333 shares of common stock to an investor at a unit value of $0.63 per share on the conversion of a short term convertible note. | |
On November 5, 2014, the company issued 70,477 shares of common stock to an investor at a unit value of $0.582 per share on the conversion of a short term convertible note. | |
On November 18, 2014, it was necessary to issue an additional 206 shares to cover the rounding effect of the 1 for 6 reverse stock split. On November 21, 2014, the transfer agent returned 45 of those shares to treasury stock, for a net of 161 shares issued for the rounding effect. | |
On November 20, 2014, the Company issued 8,333 shares of common stock to one of the investors in the July offering at a unit value of $0.60 per share. | |
Agreements | |
In September 2014, the Company entered into short term loan agreements with seven accredited investors totaling $145,000, to sustain some of its daily operating expenses. The notes matured on October 3, 2014, however, in consideration of an extension of the maturity date to October 24, 2014, the Company agreed to issue an aggregate of 17,917 shares of its common stock to those lenders agreeing to the extension if and when the Company increases its authorized capital. | |
On September 30, 2014 the Company issued its first note for $125,000 for the new Upton Project. The total principal required is $1,250,000. In the period from October 1, 2014 to December 22, 2014 the company has received an additional $930,750 for a total to-date of $1,055,750. For a more complete discussion see Note 4. | |
October 2, 2014, the Company entered into a lease of two vehicles with Enterprise Leasing. The lease contract calls for thirty six (36) monthly payments of $3,293 with a purchase option at the end of the lease. | |
Nature_of_the_Business_and_Sig1
Nature of the Business and Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Basis of presentation | |||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying condensed consolidated financial statements of STW Resources Holding Corp (“STW,” “we,” “us, “our” and “our Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, the unaudited condensed financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2014, or for any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2013, which are included in the Company’s Annual Report on Form 10-K for such year as filed on June 20, 2014. The December 31, 2013 condensed consolidated balance sheet was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for such year as filed on June 20, 2014. | |||||||||||||||||
History of the Company | STW Resources Holding Corp. (“STW”) or the “Company”, f/k/a Woozyfly Inc. and STW Global Inc. is a 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, Arkansas, Louisiana and the Appalachian Basin of Pennsylvania and West Virginia. 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. | ||||||||||||||||
As of late June 2014, STW has expanded its operations in the water reclamation services business and has formed a new company called STW Water, Inc. The primary sources of income for this Company are consulting on water projects and the sale of products and equipment for water purification. All sales to date have been on a net 30 basis. Revenues for the three month period ended September 30, 2014 were from water reclamation consulting services and products. | |||||||||||||||||
The Company’s operations are located in the United States of America and the principal executive offices are located at 3424 South County Road 1192, Midland, Texas 79706. | |||||||||||||||||
Consolidation Policy | The condensed consolidated financial statements for the nine months ended September 30, 2014, include the accounts of the Company and its wholly owned subsidiaries: STW Water Process & Technologies LLC, STW Oilfield Construction LLC, STW Pipeline Maintenance Construction, LLC, and its 75% owned subsidiary STW Energy, LLC. The condensed consolidated financial statements as of September 30, 2013, include STW Resources Holding Corp, STW Oilfield Construction LLC, STW Pipeline Maintenance Construction, LLC, and STW Energy, LLC as the other subsidiaries noted above were not established during the quarterly period ended September 30, 2013. All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||||
The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined. The Company does not have any VIEs that need to be consolidated at this time. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company would apply the equity method of accounting. | |||||||||||||||||
Reclassifications | Certain reclassifications were made to the prior period condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. | ||||||||||||||||
Non-Controlling Interest | On June 25, 2013, the Company invested in a 75% limited liability company (“LLC”) interest in STW Energy Services, LLC (“STW Energy”). The non-controlling interest in STW Energy is held by Crown Financial, LLC, a Texas Limited Liability Company (“Crown” or “Crown Financial”). As of December 31, 2013, $2,500 was recorded as the equity of the non-controlling interest in our consolidated balance sheet representing the third-party investment in STW Energy, with a net loss attributable to non-controlling interests of $45,924 for the year ended December 31, 2013. During the nine month period ended September 30, 2014, a net loss attributable to the non-controlling interest of $166,294 was incurred. During the nine months ended September 30, 2013, a net income attributable to the non-controlling interest of $12,998 was incurred. As of September 30, 2014, the net deficit interest in the subsidiary held by the non-controlling interest is $212,218. | ||||||||||||||||
Going Concern | The Company’s condensed consolidated financial statements have been presented assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $35,997,228 as of September 30, 2014, and as of that date was delinquent in payment of $2,448,509 of sales, payroll taxes, and penalties. As of September 30, 2014, $2,967,305 of notes payable is in default. Since its inception in January 2008 management has raised equity and debt financing of approximately $15,000,000 to fund operations and provide working capital. The cash resources of the Company are insufficient to meet its planned business objectives without additional financing. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. | ||||||||||||||||
Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) executing contracts with oil and gas operators and municipal utility districts; and (c) controlling overhead and expenses. | |||||||||||||||||
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2014, the Company had $281,931 of cash on hand; however, the Company raised $145,000 from the issuance of short term debt and an additional $787,500 via revenue participation notes on our new Upton project during the period October 1, 2014 through December 5, 2014, to sustain its operations. Management expects that the current funds on hand will not be sufficient to continue operations through December 31, 2014. Management is currently seeking additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, and that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. | |||||||||||||||||
The accompanying condensed 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 classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |||||||||||||||||
Use of Estimates | Condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long lived assets, the assumptions used to calculate its derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates. | ||||||||||||||||
Accounts Receivable | Trade accounts receivable, net of allowance for doubtful accounts consists primarily of receivables from oil & gas services fees. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables, and once these receivables are determined to be uncollectible, they are written off either against an existing allowance account or as a direct charge to the condensed consolidated statement of operations. As of September 30, 2014 and December 31, 2013, respectively, the Company has determined that an allowance for doubtful accounts is required, but has determined it to be immaterial. | ||||||||||||||||
Loan Discounts | The Company amortizes loan discounts under the effective interest method. | ||||||||||||||||
Concentration of Credit Risk | A financial instrument that potentially subjects the Company to concentration of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner per institution. At September 30, 2014, there were no account balances per institution that would have exceeded the $250,000 insurance limit. | ||||||||||||||||
The Company anticipates entering into long-term fixed-price contracts for its services with select oil and gas producers and municipal utilities. The Company will control credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. | |||||||||||||||||
As of September 30, 2014, three vendors accounted for 12%, 9% and 7% of total accounts payable. During the nine months ended September 30, 2014, three vendors accounted for 81% of total purchases. During the three months ending September 30, 2014 three vendors totaled 76% of purchases. During the three and nine months ended September 30, 2013, one vendor accounted for 100% of purchases and two vendors accounted for 65% of total purchases, respectively. | |||||||||||||||||
As of September 30, 2014, three customers accounted for 38%, 16% and 7% of accounts receivable. During the nine months ended September 30, 2014, three customers accounted for 32%, 12% and 9% of net revenues. During the three months ended September 30, 2014, three customers accounted for 42%, 8% and 3% of net revenues. As of September 30, 2013, two customers accounted for 79% and 12% of accounts receivable. During the three and nine months ended September 30, 2013, one customer accounted for 42% and 79% of total revenues, respectively. | |||||||||||||||||
Fair Value of Financial Instruments | “Fair value” is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | ||||||||||||||||
The Company’s financial instruments consist of cash, accounts receivable, notes payable, accounts payable, accrued expenses and derivative liabilities. The carrying value for all such instruments except convertible notes payable and derivative liabilities approximates fair value due to the short-term nature of the instruments. Our derivative liabilities are recorded at fair value (see Note 5). | |||||||||||||||||
We determine the fair value of our financial instruments based on a three-level hierarchy for fair value measurements under which these assets and liabilities must be grouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s use of assumptions to external and internal information. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy: | |||||||||||||||||
Level 1 — Valuations based on unadjusted quoted market prices in active markets for identical securities. Currently, we do not have any items classified as Level 1. | |||||||||||||||||
Level 2 — Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. Currently, we do not have any items classified as Level 2. | |||||||||||||||||
Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment. We use the Black-Scholes-Merton option pricing model (“Black-Scholes”) to determine the fair value of the financial instruments. | |||||||||||||||||
If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
Our derivative liabilities consist of embedded conversion features on debt, price protection features on warrants, and derivatives due to insufficient authorized shares to settle outstanding contracts which are carried at fair value, and are classified as Level 3 liabilities. We use Black-Scholes to determine the fair value of these instruments (see Note 5). | |||||||||||||||||
Management has used the simplified Black Scholes model to estimate fair value of derivative instruments. Management believes that as a result of the relatively short term nature of the warrants and convertibility features, a lattice model would not result in a materially different valuation. | |||||||||||||||||
The following table presents certain financial instruments measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2014 and December 31, 2013. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability at September 30, 2014 | $ | -- | $ | -- | $ | 1,963,082 | $ | 1,963,082 | |||||||||
31-Dec-13 | $ | -- | $ | -- | $ | 1,630,985 | $ | 1,630,985 | |||||||||
Accounting for Derivatives Liabilities | The Company evaluates stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. Financial instruments classified as derivative instrument is marked-to-market at each balance sheet date and recorded as an asset or a liability with the change in fair value adjusted through the statement of operations. In the event that the fair value is recorded as an asset or liability, the change in fair value is recorded in the statement of operations as other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification to a liability account at the fair value of the instrument on the reclassification date. | ||||||||||||||||
Certain of the Company’s embedded conversion features on debt, price protection features on outstanding common stock warrants are treated as derivatives for accounting purposes. The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset or liability. 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. The Company estimates the fair value of these warrants and embedded conversion features as derivative liabilities contracts using Black-Scholes (see Note 5). | |||||||||||||||||
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. | ||||||||||||||||
Long-lived Assets and Intangible Assets | The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. | ||||||||||||||||
The Company had no such asset impairments during the three and nine months ending September 30, 2014 or 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s products and services under development will continue. Either of these could result in future impairment of long-lived assets. | |||||||||||||||||
Revenue Recognition | During the year ended December 31, 2013, the Company entered into Master Services Agreements (“MSA”) with several major oil & gas companies. These MSAs contract the Company to provide a range of oil & gas support services including oilfield site construction and maintenance, pipeline maintenance, oil rig cleaning, site preparation, energy support services, and other oil & gas support services. The Company bills these customers pursuant to purchase orders issued under the MSAs. The revenues billed include hourly labor fees and equipment usage fees. The Company recognized revenues from these contracts as the services are performed under the customer purchase orders and no further performance obligations exist, generally in the form of a customer approval. During the nine months ended September 30, 2014, the Company recognized $13,837,611 of revenues from these services contracts, which included $143,378 revenues from related parties. During the three months ending September 30, 2014 the Company realized revenue of $4,633,535 from services contracts, which included $66,000 of the service revenue was from related parties. | ||||||||||||||||
Business Segments | The Company has three reportable segments, (1) water reclamation services, (2) oil & gas services and (3) corporate operations. Segment information is reported in Note 9. | ||||||||||||||||
Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset in the future. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any reduction in the valuation allowance will be included in income in the year of the change in estimate. | |||||||||||||||||
The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on its condensed consolidated balance sheets at September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Common Stock and Common Stock Warrants Issued to Employees | The Company uses the fair value recognition provision of ASC 718, “Stock Compensation,” which requires the Company to recognize the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes option pricing model to calculate the fair value of any equity instruments on the grant date. | ||||||||||||||||
At September 30, 2014 and December 31, 2013, the Company had no grants of employee common stock options or warrants outstanding. | |||||||||||||||||
Loss per Share | The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of September 30, 2014 and December 31, 2013, the Company had 15,564,926 and 17,058,465 dilutive shares outstanding, respectively, which have been excluded as their effect is anti-dilutive. | ||||||||||||||||
Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | ||||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years | ||||||||||||||||
Stock Subscriptions Payable | The initial balance of stock subscriptions payable as of December 31, 2013, was $310,000 representing 645,833 shares to be issued. During the nine months ended September 30, 2014, the Company received stock subscriptions and $1,221,500 of proceeds from three unit offerings of its common stock in consideration of 2,311,875 shares of its common stock. During the nine months ended September 30, 2014, $1,252,000 of these stock subscriptions payable were issued representing 2,426,042 shares of common stock, including $160,000 , or 333,333 shares, of the December 31, 2013 subscription payable. The remaining balance of stock subscriptions payable as of September 30, 2014, is $279,500 representing 531,666 shares to be issued. | ||||||||||||||||
Fees Payable in Common Stock | During the nine months period ending September 30, 2014, the Company agreed to issue an aggregate of 3,076,585 shares, valued at $3,017,856, net of cancelling 27,783 of its common stock, valued at $11,669, in payment of performance bonuses, employment signing bonuses, consulting fees, interest, a loan guaranty, and a partial payment of a technology licensing agreement. During the three months period ending September 30, 2014, the Company agreed to issue an aggregate of 1,081,607 shares of its common stock, valued at $1,699,912, in payment performance bonuses, employment signing bonuses, consulting fees, interest, a loan guaranty, and a partial payment of a technology licensing agreement and cancelled zero shares which left a remaining balance in fees payable in common stock of $1,284,187, or 1,622,880 shares. During the nine months ended September 30, 2013, the Company agreed to issue 350,083 shares for consulting services, signing bonuses, and note extensions valued at $752,076. Shares were issued to consultants totaling 58,333 shares valued at $210,000. During the three months ended September 30, 2013 the company authorized 246,749 shares for consulting services, signing bonuses, and note extensions valued at $542,076. The 58,333 shares payable from the first quarter for consulting fees were issued for a value of $210,000. As of December 31, 2013, the Company had outstanding commitments to issue an aggregate of 101,380 shares of its common stock valued at $231,897. | ||||||||||||||||
Recently Issued Accounting Standards | Recent accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Nature_of_the_Business_and_Sig2
Nature of the Business and Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Fair Value of Derivative Liability | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability at September 30, 2014 | $ | -- | $ | -- | $ | 1,963,082 | $ | 1,963,082 | |||||||||
31-Dec-13 | $ | -- | $ | -- | $ | 1,630,985 | $ | 1,630,985 | |||||||||
Estimated useful life of property and equipment | Computer equipment and software | 3 years | |||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property Plant And Equipment Tables | |||||||||
Property, Plant and Equipment | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 29,467 | $ | 16,838 | |||||
Tools and yard equipment | 585,796 | 2,302 | |||||||
Facilities and leasehold improvements | 44,739 | -- | |||||||
Vehicles and construction equipment | 660,984 | 798,273 | |||||||
Total, cost | 1,320,986 | 817,413 | |||||||
Accumulated Depreciation and Amortization | (163,216 | ) | (70,775 | ) | |||||
Property and equipment, net | $ | 1,157,770 | $ | 746,638 |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes Payable Tables | |||||||||
Notes Payable | September 30, | December 31, | |||||||
Name | 2014 | 2013 | |||||||
14% Convertible Notes | $ | 2,326,517 | $ | 2,904,736 | |||||
12% Convertible Notes | 100,000 | 375,000 | |||||||
Other Short-term Debt | -- | 43,280 | |||||||
Short term note - MKM | 30,000 | -- | |||||||
Convertible note – JMJ Financial | 55,556 | -- | |||||||
GE Note | 2,100,000 | 2,100,000 | |||||||
Deferred Compensation Notes | 279,095 | 279,095 | |||||||
Revenue participation notes | 977,702 | 852,702 | |||||||
Crown Financial note | 762,440 | 683,036 | |||||||
Equipment finance contracts | 111,236 | 137,573 | |||||||
Capital lease obligation | 32,862 | 23,300 | |||||||
Bridge Loans | 145,000 | -- | |||||||
Unamortized debt discount | -91,106 | -107,221 | |||||||
Total debt | 6,829,302 | 7,291,501 | |||||||
Less: Current Portion | (3,709,661 | ) | (4,668,492 | ) | |||||
Total long term debt | $ | 3,119,641 | $ | 2,623,009 | |||||
Revenue Participation Notes | 2012 Revenue Participation Notes | $ | 165,000 | ||||||
2013 Revenue Participation Notes - STW Resources Salt Water Remediation | 302,500 | ||||||||
2013 Revenue Participation Notes - STW Energy | 182,000 | ||||||||
2013 Convertible Revenue Participation Notes - STW Pipeline | 203,202 | ||||||||
2014 Revenue Participation Notes – STW Resources Upton Project | 125,000 | ||||||||
Total revenue participation notes | $ | 977,702 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Warrants and embedded conversion options which have no observable market data | ||||||||||
For the nine months ended September 30, | For the year ended | |||||||||
2014 | December 31, | |||||||||
2013 | ||||||||||
Annual dividend yield | 0 | % | 0 | % | ||||||
Expected life (years) | 0.00 - 0.50 | 0.00 - 0.60 | ||||||||
Risk-free interest rate | 0.11% - 0.25 | % | 0.11% - 0.25 | % | ||||||
Expected volatility | 623 | % | 623 | % | ||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Embedded Conversion features | $ | 1,732,452 | $ | 1,467,579 | ||||||
Warrants | 230,630 | 163,406 | ||||||||
$ | 1,963,082 | $ | 1,630,985 | |||||||
Warrants and embedded conversion options measured at fair value on a recurring basis | For the | For the | ||||||||
nine months ended | year ended | |||||||||
September 30, | December 31, | |||||||||
2014 | 2013 | |||||||||
Balance beginning | $ | 1,630,985 | $ | 1,046,439 | ||||||
Change in derivative liability due to increased share authorization | -- | -1,977,372 | ||||||||
Value of derivative liability associated with JMJ note payable | 42,592 | -- | ||||||||
Value of derivative liability attributable to conversion of notes payable and accrued interest | -715,981 | -- | ||||||||
Change in derivative liability associated with conversion of notes payable and accrued interest | -272,980 | -- | ||||||||
Change in fair value | 1,278,466 | 2,561,918 | ||||||||
Balance ending | $ | 1,963,082 | $ | 1,630,985 |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Securities to acquire common stock outstanding | Number of | ||||||||||||
Underlying | |||||||||||||
Common | Exercise | ||||||||||||
Security | Shares | Price | Expire | ||||||||||
Warrants associated with the 12% Convertible Notes | 153,583 | 0.012 | 2014-2015 | ||||||||||
Warrants associated with June-September 14% Convertible Notes | -- | 1.2 | 2014 | ||||||||||
Warrants associated with November 14% Convertible notes | 462,917 | 1.2 | 2014 | ||||||||||
Warrants associated with 2013 Revenue Participation Notes | 185,038 | 1.20– 1.80 | 2015 | ||||||||||
Warrants issued to Crown Financial, LLC | 666,667 | 1.2 | 2016 | ||||||||||
Warrants issued on $20,000 short term loan | 33,333 | 1.2 | 2015 | ||||||||||
Warrants issued with 2013 and 2014 Unit Share Offerings | 2,974,375 | 1.20– 1.50 | 2015 - 2016 | ||||||||||
Sub-total of Warrants outstanding | 4,475,913 | ||||||||||||
Common stock associated with the 12% Convertible Notes plus accrued interest | 1,366,553 | 0.12 | 2014 | ||||||||||
Common stock associated with Pipeline Convertible Revenue Participation notes | 292,528 | 0.72 | 2015 | ||||||||||
Common stock associated with 14% convertible notes plus accrued interest | 5,743,480 | 0.48 | 2015 | ||||||||||
Common stock associated with 2013 and 2014 Unit Share Offerings | 2,311,875 | 0.48 | 2015 | ||||||||||
Common stock associated with the JMJ notes | 64,197 | various | |||||||||||
Common stock payable as fees | 1,622,880 | various | |||||||||||
Total | 15,877,426 | ||||||||||||
Warrant activity | Number of Shares | Weighted- Average Exercise | Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||
Price | |||||||||||||
Outstanding at January 1, 2014 | 3,056,788 | $ | 4.29 | 1.08 | $ | 131,320 | |||||||
Issued | 2,328,542 | 1.32 | 1.71 | ||||||||||
Exercised | -- | ||||||||||||
Forfeited | -- | ||||||||||||
Cancelled | -- | ||||||||||||
Expired | -909,417 | 21.56 | |||||||||||
Outstanding at September 30, 2014 | 4,475,913 | $ | 1.24 | 1.35 | $ | 1,203,882 | |||||||
Exercisable | 4,475,913 | $ | 1.24 | 1.35 | $ | 1,203,882 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Restatements Tables | |||||||||||||
Future minimum lease payments | |||||||||||||
Years ending December 31: | Capital Lease | Operating Lease | Totals | ||||||||||
2014 | $ | 3,294 | $ | 37,428 | $ | 40,722 | |||||||
2015 | 13,177 | 149,713 | 162,890 | ||||||||||
2016 | 13,177 | 149,713 | 162,890 | ||||||||||
2017 | 8,961 | 149,713 | 158,674 | ||||||||||
Thereafter | - | 399,917 | 399,917 | ||||||||||
Total minimum lease payments | 38,609 | 886,484 | 925,093 | ||||||||||
Less interest | 5,747 | ||||||||||||
Capital lease obligation | 32,862 | ||||||||||||
Less current portion | 3,294 | ||||||||||||
Long-term capital lease obligation | $ | 29,568 | |||||||||||
Minimum royalty obligation payable | Minimum Royalty Obligation | ||||||||||||
Years ending December 31: | |||||||||||||
2014 | $ | 160,000 | |||||||||||
2015 | 324,000 | ||||||||||||
2016 | 240,000 | ||||||||||||
2017 | 240,000 | ||||||||||||
2018 | 240,000 | ||||||||||||
Thereafter | 120,000 | ||||||||||||
Total minimum royalty payments | 1,324,000 |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Information Tables | |||||||||||||||||
Segment Operations and Assets | Segment Operations | ||||||||||||||||
Nine months ended September 30, 2014 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 172,897 | $ | 13,837,611 | $ | -- | $ | 14,010,508 | |||||||||
Costs of revenues | 134,458 | 13,014,048 | -- | 13,148,506 | |||||||||||||
Operating expenses | 591,308 | 3,071,717 | 6,123,934 | 9,786,959 | |||||||||||||
Other income (expense) | -- | -- | (2,883,222 | ) | (2,883,222 | ) | |||||||||||
Segment income (loss) | $ | (552,869 | ) | $ | (2,248,154 | ) | $ | (9,007,156 | ) | $ | (11,808,179 | ) | |||||
Three months ended September 30, 2014 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 162,846 | $ | 4,633,535 | $ | -- | $ | 4,796,381 | |||||||||
Costs of revenues | 134,458 | 4,556,749 | -- | 4,691,207 | |||||||||||||
Operating expenses | 371,724 | 1,123,143 | 2,425,784 | 3,920,651 | |||||||||||||
Other income (expense) | -- | -- | (1,494,181 | ) | (1,494,181 | ) | |||||||||||
Segment income (loss) | $ | (343,336 | ) | $ | (1,046,357 | ) | $ | (3,919,965 | ) | $ | (5,309,658 | ) | |||||
Nine months ended September 30, 2013 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | 541,000 | $ | 147,617 | $ | -- | $ | 688,617 | |||||||||
Costs of revenues | 459,635 | 216,607 | -- | 676,242 | |||||||||||||
Operating expenses | -- | -- | 1,920,110 | 1,920,110 | |||||||||||||
Other income (expense) | -- | -- | (3,759,822 | ) | (3,759,822 | ) | |||||||||||
Segment income (loss) | $ | 81,365 | $ | (68,990 | ) | $ | (5,679,932 | ) | $ | (5,667,557 | ) | ||||||
Three months ended September 30, 2013 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Revenues | $ | -- | $ | 147,617 | $ | -- | $ | 147,617 | |||||||||
Costs of revenues | -- | 216,607 | -- | 216,607 | |||||||||||||
Operating expenses | -- | -- | 861,060 | 861,060 | |||||||||||||
Other income (expense) | -- | -- | (1,462,892 | ) | (1,462,892 | ) | |||||||||||
Segment income (loss) | $ | -- | $ | (68,990 | ) | $ | (2,323,952 | ) | $ | (2,392,942 | ) | ||||||
Segment Assets | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Current Assets | $ | 324,531 | $ | 2,087,576 | $ | 398,449 | $ | 2,810,556 | |||||||||
Fixed assets | 358,317 | 684,593 | 114,860 | 1,157,770 | |||||||||||||
Other assets | -- | -- | 119,198 | 119,198 | |||||||||||||
Segment Assets | $ | 682,848 | $ | 2,772,169 | $ | 632,507 | $ | 4,087,524 | |||||||||
31-Dec-13 | |||||||||||||||||
Water Reclamation | Oil & Gas Services | Corporate Operations | Consolidated Totals | ||||||||||||||
Current Assets | $ | -- | $ | -- | $ | 583,581 | $ | 583,581 | |||||||||
Fixed assets | -- | -- | 746,638 | 746,638 | |||||||||||||
Other assets | -- | -- | 185,428 | 185,428 | |||||||||||||
Segment Assets | $ | -- | $ | -- | $ | 1,515,647 | $ | 1,515,647 |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value of Derivative Liability | $1,963,082 | $1,963,082 |
Level 1 [Member] | ||
Fair Value of Derivative Liability | ||
Level 2 [Member] | ||
Fair Value of Derivative Liability | ||
FairValueInputsLevel3Member | ||
Fair Value of Derivative Liability | $1,963,082 | $1,963,082 |
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2014 | |
Computer Equipment [Member] | |
Useful lives of Property, Plant and Equipment | 3 years |
Furniture [Member] | |
Useful lives of Property, Plant and Equipment | 3 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Useful lives of Property, Plant and Equipment | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Useful lives of Property, Plant and Equipment | 5 years |
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Details Narrative) (USD $) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 80 Months Ended | 82 Months Ended | 3 Months Ended | ||
Dec. 05, 2014 | Sep. 30, 2014 | Sep. 13, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 05, 2014 | Sep. 30, 2013 | Jun. 25, 2013 | |
Noncontrolling member interest | 250000.00% | 75.00% | ||||||||
Common stock issued | 27,676,550 | 27,676,550 | 18,542,642 | 27,676,550 | ||||||
Preferred stock issued | ||||||||||
Net loss attributable to non-controlling interest | $166,294 | $12,998 | $48,424 | |||||||
Net deficit interest in subsidiary held by non-controlling interest | -212,218 | -212,218 | -212,218 | |||||||
Accumulated (Deficit) | -35,997,228 | -35,997,228 | -35,997,228 | |||||||
Accrued sales and payroll taxes | -2,448,509 | -2,448,509 | -2,448,509 | |||||||
Notes payable in default | 2,967,305 | 2,967,305 | 2,967,305 | |||||||
Raised net equity and debt financing | 15,000,000 | |||||||||
Cash on hand | 281,931 | 281,931 | 17,301 | 281,931 | ||||||
Proceeds from issuance of short term debt | 145,000 | |||||||||
Proceeds from issuance of notes | 930,750 | 364,137 | 902,588 | 1,055,750 | ||||||
Debt | 10,219,000 | |||||||||
Equity | 5,875,000 | |||||||||
Common Stock equivalents outstanding | 15,564,926 | 15,564,926 | 17,058,465 | 15,564,926 | ||||||
Shares issued for consulting fees, value | 775,575 | |||||||||
Revenues from service contracts | 4,633,535 | 13,837,611 | 541,000 | |||||||
Revenues from related parties | 66,000 | 143,378 | ||||||||
Stock subscriptions | 1,221,500 | 310,000 | ||||||||
Shares to be issued | 645,833 | 645,833 | 645,833 | |||||||
Shares in considerations - stock subscriptions | 2,311,875 | |||||||||
Subscription payable issued - shares | 2,426,042 | 333,333 | ||||||||
Subscription payable issued - amount | 1,252,000 | 160,000 | ||||||||
Remaining balance of subscription payable | 279,500 | |||||||||
Remaining balance of subscription payable - shares | 531,666 | |||||||||
Shares issued in payment performance bonus | 1,081,607 | 3,076,585 | 350,083 | |||||||
Share based compensation, value | 1,699,912 | 3,017,856 | 752,076 | |||||||
Cancelled common stock, shares | 0 | 27,783 | ||||||||
Cancelled common stock, value | 11,669 | |||||||||
Loan guaranty | 210,000 | |||||||||
Shares issued for services rendered | 58,333 | 246,749 | ||||||||
Value of shares issued for services rendered | $558,157 | $542,076 | ||||||||
Accounts Payable [Member] | Customer One [Member] | ||||||||||
Concentration risk | 12.00% | |||||||||
Accounts Payable [Member] | Customer Two [Member] | ||||||||||
Concentration risk | 9.00% | |||||||||
Accounts Payable [Member] | Customer Three [Member] | ||||||||||
Concentration risk | 7.00% | |||||||||
Accounts Receivable [Member] | Customer One [Member] | ||||||||||
Concentration risk | 38.00% | 79.00% | ||||||||
Accounts Receivable [Member] | Customer Two [Member] | ||||||||||
Concentration risk | 16.00% | 12.00% | ||||||||
Accounts Receivable [Member] | Customer Three [Member] | ||||||||||
Concentration risk | 7.00% | |||||||||
Purchases [Member] | ThreeVendors [Member] | ||||||||||
Concentration risk | 76.00% | 81.00% | ||||||||
Purchases [Member] | One Vendor [Member] | ||||||||||
Concentration risk | 100.00% | |||||||||
Purchases [Member] | Two Vendors [Member] | ||||||||||
Concentration risk | 65.00% | |||||||||
Net Revenue [Member] | Customer One [Member] | ||||||||||
Concentration risk | 42.00% | 32.00% | 79.00% | 42.00% | ||||||
Net Revenue [Member] | Customer Two [Member] | ||||||||||
Concentration risk | 8.00% | 12.00% | ||||||||
Net Revenue [Member] | Customer Three [Member] | ||||||||||
Concentration risk | 3.00% | 9.00% |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property Plant And Equipment Details | ||
Office furniture and equipment | $29,467 | $16,838 |
Tools and yard equipment | 585,796 | 2,302 |
Facilities and leasehold improvements | 44,739 | |
Vehicles and construction equipment | 660,984 | 798,273 |
Total, cost | 1,320,986 | 817,413 |
Accumulated Depreciation and Amortization | -163,216 | -70,775 |
Property and equipment, net | $1,157,770 | $746,638 |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Notes to Financial Statements | ||||
Depreciation Expense | $65,880 | $9,617 | $182,280 | $9,617 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Total Debt | $6,829,302 | $7,291,501 |
Unamortized debt discount | -91,106 | -107,221 |
Less: Current Portion | -3,709,661 | -4,668,492 |
Total Long Term Debt | 3,119,641 | 2,623,009 |
Equipment Contract [Member] | ||
Total Debt | 111,238 | 137,573 |
Equipment Contracts [Member] | ||
Total Debt | 137,573 | |
CNotes 14% [Member] | ||
Total Debt | 2,326,517 | 2,904,736 |
CNotes 12% [Member] | ||
Total Debt | 100,000 | 375,000 |
Other Debt [Member] | ||
Total Debt | 43,280 | |
Short Term Note MKM [Member] | ||
Total Debt | 30,000 | |
Convertible Note JMJ [Member] | ||
Total Debt | 55,556 | |
GE Ionics [Member] | ||
Total Debt | 2,100,000 | 2,100,000 |
Deferred Comp Notes [Member] | ||
Total Debt | 279,095 | 279,095 |
Rev Part Notes [Member] | ||
Total Debt | 977,702 | 852,702 |
Crown Financial Notes | ||
Total Debt | 762,440 | |
Capital Lease Obligations [Member] | ||
Total Debt | 32,862 | |
Bridge Loan [Member] | ||
Total Debt | 145,000 | |
Crown Financial [Member] | ||
Total Debt | 683,036 | |
Capital Lease Obligation [Member] | ||
Total Debt | $23,300 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Revenue Participation notes | $6,829,302 | $7,291,501 |
ParticipationNote 1 [Member] | ||
Revenue Participation notes | 165,000 | |
ParticipationNote 2 [Member] | ||
Revenue Participation notes | 302,500 | |
ParticipationNote 3 [Member] | ||
Revenue Participation notes | 182,000 | |
ParticipationNote 4 [Member] | ||
Revenue Participation notes | 203,202 | |
ParticipationNote 5 [Member] | ||
Revenue Participation notes | 125,000 | |
Rev Part Notes [Member] | ||
Revenue Participation notes | $977,702 | $852,702 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 82 Months Ended | ||
Dec. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 05, 2014 | |
Warrants | 4,475,913 | 4,475,913 | 3,056,788 | ||||
Annual dividend yield | 0.00% | 0.00% | |||||
Expected volatility | 623.00% | 623.00% | |||||
Authorized shares | 41,666,667 | 41,666,667 | |||||
Proceeds from notes payable | $930,750 | $364,137 | $902,588 | $1,055,750 | |||
Note discount | -91,106 | -91,106 | -107,221 | ||||
Common stock issued at end of period | 27,676,550 | 27,676,550 | 18,542,642 | ||||
Common stock value | 27,678 | 27,678 | 18,543 | ||||
Principal converted | 741,912 | 25,000 | |||||
Total note amount converted | 68,616 | ||||||
Increase in derivative liability | 834,930 | 1,059,717 | 1,278,466 | 2,796,086 | 2,561,918 | ||
Total Debt | 6,829,302 | 6,829,302 | 7,291,501 | ||||
note payable to an accredited investor, amount | 197,369 | 51,000 | |||||
Interest expense, notes payable | 619,391 | 403,174 | 1,564,896 | 963,736 | 347,877 | ||
Amortization of debt discount and debt issuance costs | 47,061 | 49,974 | 137,902 | 106,846 | 28,788 | ||
Monthly lease payment | 593 | ||||||
Capital lease | 32,862 | 32,862 | 23,300 | ||||
Lease interest rate | 10.00% | ||||||
Reverse stock split | 1 for 6 | ||||||
Minimum [Member] | |||||||
Expected life (years) | 0 years | 0 years | |||||
Risk-free interest rate | 0.11% | 0.11% | |||||
Minimum [Member] | Machinery and Equipment [Member] | |||||||
interest rate of debt | 4.70% | ||||||
Contract maturity | 3 years | ||||||
Maximum [Member] | |||||||
Expected life (years) | 6 months | 7 months 6 days | |||||
Risk-free interest rate | 0.25% | 0.25% | |||||
Maximum [Member] | Machinery and Equipment [Member] | |||||||
interest rate of debt | 8.00% | ||||||
Contract maturity | 5 years | ||||||
Equipment Contract [Member] | |||||||
Total Debt | 111,238 | 111,238 | 137,573 | ||||
interest rate of debt | 12.00% | ||||||
Monthly lease payment | 505 | ||||||
Capital lease | 14,854 | 14,854 | |||||
CNotes 14% [Member] | |||||||
Warrants | 3,361,312 | 3,361,312 | |||||
warrants exercise price | $1.20 | $1.20 | |||||
Annual dividend yield | 0.00% | ||||||
Expected life (years) | 2 years | ||||||
Risk-free interest rate | 0.17% | ||||||
Expected volatility | 100.00% | ||||||
Estimated fair value of warrants | 81,656 | 81,656 | |||||
Embedded conversion feature at issuance | 35,546 | 35,546 | |||||
notes convertible into common stock share amount | 5,743,480 | 5,743,480 | |||||
Common Stock issued during period | 2,628 | 2,628 | |||||
Common stock value | 812,607 | 812,607 | |||||
Principal converted | 9,568 | 983,437 | 2,500 | ||||
Repayment of accrued interest | -214,234 | ||||||
shares issued in consideration | 1,648,267 | 1,648,267 | |||||
Note extended, value | 3,628 | 3,628 | |||||
Total Debt | 2,326,517 | 2,326,517 | 2,904,736 | ||||
Total debt matured and in default | 488,210 | 488,210 | |||||
Notes payable to related parties | 171,892 | 171,892 | |||||
Interest expense, notes payable | 192,532 | ||||||
CNotes 12% [Member] | |||||||
Warrants | 273,583 | 273,583 | |||||
warrants exercise price | $0.12 | $0.12 | |||||
notes convertible into common stock share amount | 1,366,553 | 1,366,553 | |||||
Common Stock issued during period | 1,137,417 | 183,917 | |||||
Common Stock issued during period, value | 614,205 | 66,209 | |||||
Principal converted | 225,000 | 15,000 | |||||
Repayment of accrued interest | 116,225 | 6,966 | |||||
Total note amount converted | 341,225 | 21,966 | |||||
Increase in derivative liability | 272,980 | ||||||
Note interest rate | 12.00% | 12.00% | |||||
Total Debt | 100,000 | 100,000 | 375,000 | ||||
Interest expense, notes payable | 44,243 | ||||||
Notes 12% [Member] | |||||||
Common Stock issued during period | |||||||
Common Stock issued during period, value | |||||||
Other Debt [Member] | |||||||
Note payable | 33,280 | 33,280 | |||||
Common Stock issued during period | 171,667 | ||||||
Total Debt | 43,280 | ||||||
Loan facility amount outstanding | 35,000 | 35,000 | |||||
Notes payable to related parties | 30,000 | 30,000 | |||||
note payable to an accredited investor, amount | 30,000 | ||||||
unsecured loan agreement, amount | 145,000 | ||||||
interest rate of debt | 8.00% | ||||||
JMJ [Member] | |||||||
Note issued | 500,000 | ||||||
Proceeds from notes payable | 450,000 | ||||||
Note discount | 50,000 | 50,000 | |||||
Embedded conversion feature at issuance | 92,592 | 92,592 | |||||
Common Stock issued during period | 70,477 | ||||||
Common Stock issued during period, per share value | $0.58 | ||||||
Note interest rate | 6.00% | 6.00% | |||||
Notes payable to related parties | 55,556 | 55,556 | |||||
interest rate of debt | 25.70% | ||||||
Amortization of debt discount and debt issuance costs | 55,556 | ||||||
Net deferred loan costs | 42,592 | 42,592 | |||||
Debt discount | 50,000 | 50,000 | |||||
GE Ionics [Member] | |||||||
Total Debt | 2,100,000 | 2,100,000 | 2,100,000 | ||||
Default note rate | 10.00% | ||||||
STW original debt with GE, amount | 11,239,437 | 11,239,437 | |||||
Deferred Comp Notes [Member] | |||||||
Total Debt | 279,095 | 279,095 | 279,095 | ||||
Rev Part Notes [Member] | |||||||
Total Debt | 977,702 | 977,702 | 852,702 | ||||
ParticipationNote 5 [Member] | |||||||
Note interest rate | 15.00% | 15.00% | |||||
Total Debt | 125,000 | 125,000 | |||||
Principal required | 1,250,000 | 1,250,000 | |||||
Crown [Member] | |||||||
Warrants | 666,667 | 666,667 | |||||
warrants exercise price | $1.20 | $1.20 | |||||
Annual dividend yield | 0.00% | ||||||
Expected life (years) | 2 years | ||||||
Risk-free interest rate | 0.25% | ||||||
Expected volatility | 623.00% | ||||||
Estimated fair value of warrants | 159,996 | 159,996 | |||||
Total Debt | 1,000,000 | 1,000,000 | |||||
Loan facility amount outstanding | 762,440 | 762,440 | 683,036 | ||||
Related party interest expense | 16,252 | 16,252 | 48,756 | 16,252 | |||
interest rate of debt | 15.00% | ||||||
VehiclesMember | |||||||
interest rate of debt | 10.00% | ||||||
Monthly lease payment | 2,726 | ||||||
Capital lease | $104,206 | $104,206 |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Annual dividend yield | 0.00% | 0.00% |
Expected volatility | 623.00% | 623.00% |
FairValueInputsLevel3Member | ||
Embedded conversion Options | 1,732,452 | 1,467,579 |
Warrants | 230,630 | 163,406 |
Increase (Decrease) in fair value | 1,963,082 | 1,630,985 |
Minimum [Member] | ||
Expected life (years) | 0 years | 0 years |
Risk-free interest rate | 0.11% | 0.11% |
Maximum [Member] | ||
Expected life (years) | 6 months | 7 months 6 days |
Risk-free interest rate | 0.25% | 0.25% |
Derivative_Liability_Details_1
Derivative Liability (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Derivative Liabilities Details 1 | |||||
Beginning Balance | $1,630,985 | $1,046,439 | $1,046,439 | ||
Change in derivative liability due to increased share authorization | -1,977,372 | ||||
Value of derivative liability associated with JMJ note payable | 42,592 | ||||
Value of derivative liability attributable to conversion of notes payable and accrued interest | -715,981 | ||||
Change in derivative liability associated with conversion of notes payable and accrued interest | -272,980 | ||||
Change in fair value | 834,930 | 1,059,717 | 1,278,466 | 2,796,086 | 2,561,918 |
Ending Balance | $1,963,082 | $1,963,082 | $1,630,985 |
Derivative_Liability_Details_N
Derivative Liability (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Derivative Liability Details Narrative | ||
Common stock, authorized shares | 41,666,667 | |
Volatility rate to value derivative instruments | 623.00% | 623.00% |
Payment of notes | $50,000 | |
Conversion of notes | $225,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Weiner [Member] | |||||
Consulting fees incurred | $37,500 | $37,500 | $112,500 | $112,500 | |
Salary and consulting fees payable | 375,583 | 375,583 | 263,083 | ||
Maddox [Member] | |||||
Consulting fees incurred | 0 | 37,500 | 75,000 | 112,500 | |
Salary and consulting fees payable | 245,500 | 245,500 | 170,500 | ||
Seabolt [Member] | |||||
Consulting fees incurred | 22,500 | 22,500 | 67,500 | 67,500 | |
Salary and consulting fees payable | 166,083 | 166,083 | 121,083 | ||
Miranda Associates [Member] | |||||
Professional fees | 70,000 | 369,983 | |||
Accrued professional fees | 24,060 | 24,060 | 195,000 | ||
Due to related parties | 95,000 | 95,000 | |||
Related party payable, cash advance | 72,175 | 72,175 | |||
Related party payable, common stock | 125,292 | 125,292 | |||
Brooks [Member] | |||||
Consulting fees incurred | 30,000 | 90,000 | |||
Salary and consulting fees payable | 90,000 | 90,000 | 30,000 | ||
Initial grant | 2,000,000 | 2,000,000 | |||
Accrued professional fees | 120,000 | 120,000 | |||
Officers Salary [Member] | |||||
Professional fees | 50,000 | 150,000 | |||
Board of Directors [Member] | |||||
Salary and consulting fees payable | 402,317 | 402,317 | 491,724 | ||
Initial grant | 33,333 | 33,333 | |||
Initial cash fee compensation | 1,000 | 1,000 | |||
Professional fees | 131,250 | 178,025 | 452,849 | 468,750 | |
Due to related parties | 558,157 | ||||
Related party payable, cash advance | |||||
Related party payable, common stock | 930,261 | ||||
Other Related Party [Member] | |||||
Due to related parties | 1,277,573 | 1,277,573 | 139,763 | ||
Related party sales | 66,000 | 57,408 | 143,378 | 57,408 | |
Dufrane [Member] | |||||
Due to related parties | $193,533 | $193,533 | $132,490 |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | Sep. 30, 2014 |
Securities to acquire common stock outstanding | 15,877,426 |
Warrant 1 [Member] | |
Securities to acquire common stock outstanding | 153,583 |
Exercise price | 0.012 |
Warrant 3 [Member] | |
Securities to acquire common stock outstanding | |
Exercise price | 1.2 |
Warrant 4 [Member] | |
Securities to acquire common stock outstanding | 462,917 |
Exercise price | 1.2 |
Warrant 5 [Member] | |
Securities to acquire common stock outstanding | 185,038 |
Warrant 5 [Member] | Minimum [Member] | |
Exercise price | 1.2 |
Warrant 5 [Member] | Maximum [Member] | |
Exercise price | 1.8 |
Warrant 6 [Member] | |
Securities to acquire common stock outstanding | 666,667 |
Exercise price | 1.2 |
Warrant 7 [Member] | |
Securities to acquire common stock outstanding | 33,333 |
Exercise price | 1.2 |
Warrant 8 [Member] | |
Securities to acquire common stock outstanding | 2,974,375 |
Warrant 8 [Member] | Minimum [Member] | |
Exercise price | 1.2 |
Warrant 8 [Member] | Maximum [Member] | |
Exercise price | 1.5 |
Warrant Total [Member] | |
Securities to acquire common stock outstanding | 4,475,913 |
Notes 1 [Member] | |
Securities to acquire common stock outstanding | 1,366,553 |
Exercise price | 0.12 |
Notes 2 [Member] | |
Securities to acquire common stock outstanding | 292,528 |
Exercise price | 0.72 |
Notes 3 [Member] | |
Securities to acquire common stock outstanding | 5,743,480 |
Exercise price | 0.48 |
Notes 4 [Member] | |
Securities to acquire common stock outstanding | 2,311,875 |
Exercise price | 0.48 |
JMJ [Member] | |
Securities to acquire common stock outstanding | 64,197 |
Stock Fees [Member] | |
Securities to acquire common stock outstanding | 1,622,880 |
Stockholders_Deficit_Details_1
Stockholders' Deficit (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Number of Shares Under Warrants | |
Warrants outstanding at beginning of period | 3,056,788 |
Warrants Issued | 2,328,542 |
Warrants Exercised | |
Warrants Forfeited | |
Warrants Cancelled | |
Warrants Expired | -909,417 |
Warrants outstanding at end of period | 4,475,913 |
Warrants exercisable at end of period | 4,475,913 |
Weighted Average Exercise Price | |
Warrants outstanding at beginning of period | $4.29 |
Warrants Issued | $1.32 |
Warrants Exercised | |
Warrants Forfeited | |
Warrants Cancelled | |
Warrants Expired | $21.56 |
Warrants outstanding at end of period | $1.24 |
Warrants exercisable at end of period | $1.24 |
Remaining Contractual Life (Years) | |
Warrants outstanding at beginning of period | 1 year 29 days |
Warrants Issued | 1 year 8 months 15 days |
Warrants outstanding at end of period | 1 year 3 months 26 days |
Warrants exercisable at end of period | 1 year 3 months 26 days |
Aggregate Intrinsic Value | |
Warrants outstanding at beginning of period | $131,320 |
Warrants expired during period | |
Warrants outstanding at end of period | 1,203,882 |
Warrants exercisable at end of period | $1,203,882 |
Stockholders_Deficit_Details_N
Stockholders' Deficit (Details Narrative) (USD $) | 9 Months Ended | 1 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Shares authorized | 10,000,000 | |||
Common stock shares authorized | 41,666,667 | |||
Shares outstanding | 15,564,926 | 17,058,465 | ||
Charitable contribution | $110,000 | |||
Shares issued for services rendered | 58,333 | 246,749 | ||
Value of shares issued for services rendered | 558,157 | 542,076 | ||
Officers compensation, value of shares | 3,486,606 | |||
Preferred Stock [Member] | ||||
Par value per share | $0.00 | |||
Common Stock Issuance 1 [Member] | ||||
Shares issued | 926,603 | |||
Estimated value | 510,769 | |||
Common Stock Issuance 2 [Member] | ||||
Shares issued | 122,190 | |||
Estimated value | 67,354 | |||
Common Stock Issuance 3 [Member] | ||||
Shares issued | 1,220,101 | |||
Estimated value | 660,684 | |||
Consultant [Member] | ||||
Shares issued | 250,000 | |||
Estimated value | 145,000 | |||
Investor [Member] | ||||
Par value per share | $0.48 | |||
Shares issued | 312,500 | 130,208 | ||
Estimated value | 150,000 | 62,500 | ||
Share Purchase Agreement [Member] | ||||
Par value per share | $0.48 | |||
Shares sold | 1,910,833 | |||
Gross funding | 1,029,000 | |||
Additional issued | 16,667 | |||
Total units issued | 1,927,500 | |||
Board of Directors [Member] | ||||
Par value per share | $0.48 | |||
Shares issued | 104,166 | |||
Estimated value | 70,000 | |||
Shares issued for services rendered | 930,261 | |||
Value of shares issued for services rendered | 558,157 | |||
Officers compensation, shares paid | 402,708 | |||
Officers compensation, value of shares | 241,625 | |||
Consultant fees, shares | 186,958 | |||
Consultant fees, value amount of shares | 112,175 | |||
Additional issued | 100,000 | |||
Value of additional issued | 60,000 | |||
Common Stock Issuance 4 [Member] | ||||
Shares issued | 1,545,650 | |||
Estimated value | 544,426 | |||
Accrued interest | 197,486 | |||
Consultant 2 [Member] | ||||
Shares issued | 83,333 | |||
Estimated value | 60,000 | |||
Consultant 3 [Member] | ||||
Par value per share | $0.10 | |||
Shares issued | 58,333 | |||
Estimated value | 35,000 | |||
Common Stock Issuance 5 [Member] | ||||
Par value per share | $0.48 | |||
Shares issued | 20,833 | |||
Estimated value | 30,000 | |||
Accrued interest | 110,000 | |||
Charitable contribution | 166,667 | |||
PIK Note [Member] | ||||
Par value per share | $0.48 | |||
Shares issued | 1,104,167 | |||
Estimated value | 530,000 | |||
PIK Note 1 [Member] | ||||
Par value per share | $1.20 | |||
Shares issued | 41,666 | |||
Estimated value | 50,000 | |||
Additional issued | -8,333 | |||
PIK Note 2 [Member] | ||||
Shares issued | 22,561 | |||
Estimated value | 10,829 | |||
PIK Note 3 [Member] | ||||
Shares issued | 83,333 | |||
Estimated value | 40,000 | |||
MKM Note [Member] | ||||
Shares issued | 283,333 | |||
Estimated value | 136,000 | |||
Consultant 4 [Member] | ||||
Par value per share | $0.60 | |||
Shares issued | 724,167 | |||
Estimated value | 437,500 | |||
Consultant 5 [Member] | ||||
Shares issued | 108,333 | |||
Estimated value | 49,000 | |||
Consultant 6 [Member] | ||||
Shares issued | 10,000 | |||
Estimated value | $4,800 | |||
Shares issued for services rendered | 95,833 | |||
Common Stock Issuance 7 [Member] | ||||
Par value per share | $1.32 | |||
Shares issued | 100,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Future minimum lease payments | ||
Future minimum lease payments, 2014 | $40,722 | |
Future minimum lease payments, 2015 | 162,890 | |
Future minimum lease payments, 2016 | 162,890 | |
Future minimum lease payments, 2017 | 158,674 | |
Future minimum lease payments, Thereafter | 399,917 | |
Total future minimum lease payments, Capital Lease | 925,093 | |
Capital lease obligation | 32,862 | 23,300 |
Capital Lease Obligations [Member] | ||
Future minimum lease payments | ||
Future minimum lease payments, 2014 | 3,294 | |
Future minimum lease payments, 2015 | 13,177 | |
Future minimum lease payments, 2016 | 13,177 | |
Future minimum lease payments, 2017 | 8,961 | |
Future minimum lease payments, Thereafter | ||
Total future minimum lease payments, Capital Lease | 38,609 | |
Less interest | -5,747 | |
Capital lease obligation | 32,862 | |
Less current portion | -3,294 | |
Long-term capital lease obligation | 29,568 | |
Operating Lease Expense [Member] | ||
Future minimum lease payments | ||
Future minimum lease payments, 2014 | 37,428 | |
Future minimum lease payments, 2015 | 149,713 | |
Future minimum lease payments, 2016 | 149,713 | |
Future minimum lease payments, 2017 | 149,713 | |
Future minimum lease payments, Thereafter | 399,917 | |
Total future minimum lease payments, Capital Lease | $886,484 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 1) (Royalty Arrangement [Member], USD $) | Sep. 30, 2014 |
Royalty Arrangement [Member] | |
2014 | $160,000 |
2015 | 324,000 |
2016 | 240,000 |
2017 | 240,000 |
2018 | 240,000 |
Thereafter | 120,000 |
Total minimum royalty payments | $1,324,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Capital lease obligation | $32,862 | $32,862 | $23,300 | ||
Capital lease interest rate | 10.00% | ||||
Option to purchase land and building | 825,500 | 825,500 | |||
Rental expense | 392,562 | 3,522 | 3,345,619 | 10,566 | |
Rental expense to related party | 192,134 | 519,268 | |||
Product purchase agreement term | 5 years | ||||
Royalty expense, initial | 324,000 | ||||
Royalty expense, quarter 1 | 60,000 | ||||
Royalty expense, quarter 2 | 60,000 | ||||
Royalty expense, quarter 3 | 100,000 | ||||
Royalty expense, quarter 4 | 104,000 | ||||
Royalty expense, thereafter | 240,000 | ||||
Royalty payment rate | 3.00% | ||||
Shares issued upon product purchase agreement | 66,667 | ||||
Total Debt | 6,829,302 | 6,829,302 | 7,291,501 | ||
Muller and Beach [Member] | |||||
Loss contingency | 25,000 | 25,000 | |||
Note interest rate | 12.00% | 12.00% | |||
TCA Global [Member] | |||||
Total Debt | 37,068 | 37,068 | |||
Judgement amount | 77,068 | 77,068 | |||
SRFF [Member] | |||||
Loss contingency | 180,036 | 180,036 | |||
Judgement amount | 80,036 | 80,036 | |||
Johnson Associates [Member] | |||||
Loss contingency | 216,217 | 216,217 | |||
Note interest rate | 12.00% | 12.00% | |||
Judgement amount | 196,727 | 196,727 | |||
GE Ionics [Member] | |||||
Loss contingency | 11,239,437 | 11,239,437 | |||
Total Debt | 2,100,000 | 2,100,000 | 2,100,000 | ||
Brooks [Member] | |||||
Annual salary | 120,000 | 120,000 | |||
Land and Building [Member] | |||||
Monthly rent payments | 9,750 | ||||
Option to purchase land and building | 825,500 | 825,500 | |||
Trailer [Member] | |||||
Monthly rent payments | 593 | ||||
Capital lease obligation | 23,300 | 23,300 | |||
Capital lease interest rate | 10.00% | ||||
Option to purchase land and building | 0 | 0 | |||
Machinery and Equipment [Member] | |||||
Monthly rent payments | 505 | ||||
Capital lease obligation | $14,854 | $14,854 | |||
Capital lease interest rate | 12.00% |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Segment Operations | |||||
Revenues | $4,796,381 | $147,617 | $14,010,508 | $688,617 | |
Cost of revenues | 4,691,207 | 216,607 | 13,148,506 | 676,242 | |
Operating expenses | 3,920,651 | 861,060 | 9,786,959 | 1,920,110 | |
Other income (expense) | -1,494,181 | -1,462,892 | -2,883,222 | -3,759,822 | |
Net Loss | -5,309,658 | -2,392,942 | -11,808,179 | -5,667,557 | |
Segment Assets | |||||
Current Assets | 2,810,556 | 2,810,556 | 583,581 | ||
Fixed assets | 1,157,770 | 1,157,770 | 746,638 | ||
Other assets | 119,198 | 119,198 | 185,428 | ||
Segment Assets | 4,087,524 | 4,087,524 | 1,515,647 | ||
Water Reclamation [Member] | |||||
Segment Operations | |||||
Revenues | 162,846 | 172,897 | 541,000 | ||
Cost of revenues | 134,458 | 134,458 | 459,635 | ||
Operating expenses | 371,724 | 591,308 | |||
Other income (expense) | |||||
Net Loss | -343,336 | -552,869 | 81,365 | ||
Segment Assets | |||||
Current Assets | 324,531 | 324,531 | |||
Fixed assets | 358,317 | 358,317 | |||
Other assets | |||||
Segment Assets | 682,848 | 682,848 | |||
Oil and Gas Services [Member] | |||||
Segment Operations | |||||
Revenues | 4,633,535 | 147,617 | 13,837,611 | 147,617 | |
Cost of revenues | 4,556,749 | 216,607 | 13,014,048 | 216,607 | |
Operating expenses | 1,123,143 | 3,071,717 | |||
Other income (expense) | |||||
Net Loss | -1,046,357 | -68,990 | -2,248,154 | -68,990 | |
Segment Assets | |||||
Current Assets | 2,087,576 | 2,087,576 | |||
Fixed assets | 2,772,169 | 2,772,169 | |||
Other assets | |||||
Segment Assets | 2,772,169 | 2,772,169 | |||
Corporate Segment [Member] | |||||
Segment Operations | |||||
Revenues | |||||
Cost of revenues | |||||
Operating expenses | 2,425,784 | 861,060 | 6,123,934 | 1,920,110 | |
Other income (expense) | -1,494,181 | -1,462,892 | -2,883,222 | -3,759,822 | |
Net Loss | -3,919,965 | -2,323,952 | -9,007,156 | -5,679,932 | |
Segment Assets | |||||
Current Assets | 398,449 | 398,449 | 583,581 | ||
Fixed assets | 114,860 | 114,860 | 746,638 | ||
Other assets | 119,198 | 119,198 | 185,428 | ||
Segment Assets | $632,507 | $632,507 | $1,515,647 |
Segment_Information_Details_Na
Segment Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2014 | |
Segment Information Details Narrative | |
Reportable segments | 3 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 2 Months Ended | 9 Months Ended | 82 Months Ended | ||
Dec. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 05, 2014 | Dec. 31, 2013 | |
Stock split ratio | 1-to-6 | ||||
Revenue Participation notes | $6,829,302 | $7,291,501 | |||
Proceeds from notes payable | 930,750 | 364,137 | 902,588 | 1,055,750 | |
Enterprise [Member] | |||||
Monthly lease payments | 3,293 | ||||
Other Debt [Member] | |||||
Shares issued | 171,667 | ||||
unsecured loan agreement, amount | 145,000 | ||||
Contingency shares | 17,917 | ||||
Revenue Participation notes | 43,280 | ||||
ParticipationNote 5 [Member] | |||||
Revenue Participation notes | 125,000 | ||||
Principal required | $1,250,000 | ||||
Common Stock Issuance 8 [Member] | |||||
Par value per share | $0.72 | ||||
Shares issued | 129,921 | ||||
Common Stock Issuance 9 [Member] | |||||
Par value per share | $0.63 | ||||
Shares issued | 33,333 | ||||
Common Stock Issuance 10 [Member] | |||||
Par value per share | $0.58 | ||||
Shares issued | 70,477 | ||||
Common Stock Issuance 11 [Member] | Scenario, Previously Reported [Member] | |||||
Shares issued | 206 | ||||
Common Stock Issuance 11 [Member] | Restatement Adjustment [Member] | |||||
Shares returned to treasury stock | 45 | ||||
Initial issuance of shares | 161 | ||||
Common Stock Issuance 12 [Member] | |||||
Par value per share | $0.60 | ||||
Shares issued | 8,333 |