STWS / STW Resources Holding Corp - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

STWS / STW Resources Holding Corp / VIS VIRES GROUP, INC. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* STW RESOURCES HOLDING CORP. (Name of issuer) Common Stock, $0.001 par value per share (Title of class of securities) 78484X207 (CUSIP number) June 17, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

STW Resources Holding 0-K

STW RESOURCES HOLDING CORP. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52654 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ]

STW Resources Holding FORM 10-Q (Quarterly Report)

stws10qsep302015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to STW RESOURCES HOLDING COR

STW Resources Holding 0-Q

STW RESOURCES HOLDING CORP. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52654 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] F

STW Resources Holding FORM 144

seabolt144stwoct2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 325-0101 Expires: May 31, 2017 Estimated average burden hours per response 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

stw8koct262015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2015 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of inco

STW Resources Holding MIRANDA - FORM 144 - 10-07-2015

Form 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 325-0101 Expires: May 31, 2017 Estimated average burden hours per response 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either p

STW Resources Holding FORM 10-Q (Quarterly Report)

10-Q 1 stws10qjune302015.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

FORM OF BOARD OF DIRECTORS APPOINTMENT AGREEMENT

ex10-1.htm Exhibit 10.1 FORM OF BOARD OF DIRECTORS APPOINTMENT AGREEMENT THIS BOARD OF DIRECTORS APPOINTMENT AGREEMENT (the ?Agreement?) is dated as of the 27th day of August, 2015. BETWEEN Alan Murphy (the "Director") AND STW Resources Holding Corp., a Nevada corporation having a business office at 3424 South CR 1192, Midland, Texas 79706 (the "Company"). WHEREAS, The Company desires to retain th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 stw8kaug272015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2015 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisd

STW Resources Holding 0-Q

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 stw8kjuly012015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2015 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction

STW Resources Holding 0-Q

STW RESOURCES HOLDING CORP. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52654 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 stws8kapr302015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2015 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 26-1945743 (State or other jurisdictio

Security Agreement

EX-10.2 3 ex10-2.htm SECURITY AGREEMENT BETWEEN STW WATER PROCESS & TECHNOLOGIES, LLC AND CROWN FINANCIAL, LLC Exhibit 10.2 Security Agreement STW Water Process & Technologies, LLC (the "Debtor"), and Crown Financial, LLC (the "Secured Party") agree as set out below. 1. Definitions. a. All capitalized terms used in this Agreement shall have the meaning set forth in the Account Purchase Agreement u

ACCOUNT PURCHASE AGREEMENT and GUARANTY

EX-10.1 2 ex10-1.htm ACCOUNT PURCHASE AGREEMENT AND GUARANTY BETWEEN STW WATER PROCESS & TECHNOLOGIES, LLC AND CROWN FINANCIAL, LLC, WITH THE COMPANY AND STANLEY T. WEINER AS GUARANTORS Exhibit 10.1 ACCOUNT PURCHASE AGREEMENT and GUARANTY 1. Parties: The parties to this Agreement are as follows: a. Crown Financial, LLC (“Crown”); b. STW Water Process & Technologies, LLC (“STW”); and c. STW Resourc

STW Resources Holding THIS IS A NT 10-K ATTACHMENT FILE IN HTM FORMAT.

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

5% CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 January 21, 2015 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 stws8kjan212015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2015 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other juri

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 21, 2015, by and between STW RESOURCES HOLDING CORP., a Nevada corporation, with headquarters located at 3424 South County Road 1192, Midland, Texas 79706 (the “Company”), and , (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in relia

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (PURSUANT TO NRS 78.385 AND 78.39)

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (PURSUANT TO NRS 78.385 AND 78.39) 1. Name of Corporation: STW RESOURCES HOLDING CORP. 2. The articles have been amended as follows: the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article V” so that, as amended, the Section shall be read as fol

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 stws8kdec232014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jur

STWS / STW Resources Holding Corp DEF 14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission O

STWS / STW Resources Holding Corp NT 10-Q - - THIS IS A NT 10-Q ATTACHMENT FILE IN HTM FORMAT.

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

STWS / STW Resources Holding Corp PRE 14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission O

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 stw8knov72014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisd

STW Resources Initiates A 1 For 6 Reverse Stock Split

EX-99.1 2 ex99-1.htm PRESS RELEASE DATED NOVEMBER 7, 2014 Exhibit 99.1 STW Resources Initiates A 1 For 6 Reverse Stock Split SOURCE: STW Resources Holding Corp. MIDLAND, Texas, Nov. 7, 2014 /PRNewswire/ - STW Resources Holding Corp. (OTC QB: STWS) announces a 1 for 6 reverse stock split effective today. The company's common shares will trade with a qualifier on the end of the symbol for 20 busines

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of STW Resources Holding Corp., a Nevada corporation, and further agree

STWS / STW Resources Holding Corp / Mkm Opportunity Master Fund Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 STW RESOURCES HOLDING CORP. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78484X108 (CUSIP Number) David Skriloff c/o MKM Capital Advisors, LLC 1410 Broadway, 23rd Floor New York, NY 10018 212-677-9026 (Name, Address and Telephone Number of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 stws8kaug192014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction o

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

EX-4.1 4 ex4-1.htm FORM OF WARRANT Exhibit 4.1 Exhibit “A” NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED

STW Resources Holdings Corp. SHARE PURCHASE AGREEMENT

EX-10.1 2 ex10-1.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 NEITHER THE COMMON STOCK NOR THE UNDERLYNG COMMON SHARES FOR THE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THE COMMON STOCK NOR THE WARRANTS MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT. INVESTMENT I

-1-

Exhibit 99.1 -1- -2- -3- -4- -5- -6- -7- -8- -9- -10- -11- -12- -13- -14-

ESCROW AGREEMENT

Exhibit 10.2 EXHIBIT “B” ESCROW AGREEMENT This Escrow Agreement (this “Agreement”), dated as of , 2014, is by and among STW Resources Holding Corp., a Nevada corporation (the “Company”); and D. Grant Seabolt, Jr., Esq., of the Seabolt Law Group, a Texas licensed lawyer (the “Escrow Agent”), as escrow agent, for the benefit of the Participants (the “Participants”) in the Company’s Share Purchase Ag

UNASSIGNED USER-INTERCALL WEST POINT/COMPLETE CALL Moderator: Paul DiFrancesco August 15, 2014 6:34 p.m. ET

UNASSIGNED USER-INTERCALL WEST POINT/COMPLETE CALL Moderator: Paul DiFrancesco 08-15-14/6:34 p.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2014 (August 14, 2014) STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of inco

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 stws8kaugust142014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other ju

EX-99.1

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organiz

COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION

Exhibit 10.1 COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION This AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the “AGREEMENT”) is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (“COFS”) and STW Res

STW Signs Lease Agreement with City of Fort Stockton to Recover Brackish Water from the Capitan Reef Brackish Water Aquifer

EX-99.1 3 ex99-1.htm PRESS RELEASE DATED AUGUST 5, 2014 Exhibit 99.1 STW Signs Lease Agreement with City of Fort Stockton to Recover Brackish Water from the Capitan Reef Brackish Water Aquifer MIDLAND, Texas, Aug. 5, 2014 /PRNewswire/ - STW Resources Holding Corp (OTC QB: STWS) and the City of Ft. Stockton held a press conference today announcing the signing of a lease agreement on municipal land

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 stws8kaug62014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organizat

MUTUAL TERMINATION OF INDEPENDENT CONTRACTOR AGREMENT July 22, 2014

Exhibit 10.1 MUTUAL TERMINATION OF INDEPENDENT CONTRACTOR AGREMENT July 22, 2014 This Mutual Termination of Independent Contractor Agreement (the “Agreement”) is between STW Resources Holding Corp., a Nevada corporation, located at 3424 S CR 1192, Midland, Texas 79706 (the “Company”), and Audry Lee Maddox, who resides at 5512 Los Patios, Midland, Texas 79707 (the “Contractor”). WHEREAS, Company an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organizati

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2014 Commission File Number: 000-52654 STW Resources Holding Corporation (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 20-3678799 (IRS Employer Identification No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organizat

EXCLUSIVE PRODUCT PURCHASE AND MANUFACTURING LICENSE AGREEMENT

Exhibit 10.1 EXCLUSIVE PRODUCT PURCHASE AND MANUFACTURING LICENSE AGREEMENT This Exclusive Product Purchase Manufacturing License Agreement (the “Agreement”) is entered into, effective the day of June 2014, between Salttech, BV, a company duly created and organized under the legislation of the Netherlands (hereinafter referred to as the "Licensor"), and STW Resources Holding Corp, a company duly c

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organizat

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NT 10-K 1 stw12b-nt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form

Security Agreement

Exhibit 10.2 Security Agreement STW RESOURCES HOLDING CORP., a Nevada corporation, STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC, a Texas limited liability company, and STW OILFIELD CONSTRUCTION, LLC, a Texas limited liability company (collectively, the "Debtor"), and Crown Financial, LLC (the "Secured Party") agree as set out below. 1. Definitions. a. All capitalized terms used in this Agreement s

ACCOUNT PURCHASE AGREEMENT January 13, 2014

EX-10.1 2 ex10-1.htm FORM OF ACCOUNT PURCHASE AGREEMENT BETWEEN THE COMPANY AND CROWN FINANCIAL, LLC Exhibit 10.1 Client #: ACCOUNT PURCHASE AGREEMENT January 13, 2014 1. Parties: The parties to this Agreement are as follows: a. Crown Financial, LLC (“Buyer”); and b. STW RESOURCES HOLDING CORP. (“Seller”) The parties agree as follows: 2. Definitions: the following terms are defined for purposes of

GUARANTY AGREEMENT

EX-10.3 4 ex10-3.htm FORM OF GUARANTY AGREEMENT Exhibit 10.3 GUARANTY AGREEMENT 1. The undersigned (whether one or more than one, “Guarantor”) for and in consideration of Crown Financial, LLC (“Buyer”) entering into that certain Account Purchase Agreement (the “Agreement”) of even date herewith between Buyer and STW RESOURCES HOLDING CORP.(“Seller”) absolutely and unconditionally, guarantee to Buy

PROMISSORY NOTE

Exhibit 10.6 EXHIBIT A to Line of Credit Agreement PROMISSORY NOTE $2,000,000 March, 2014 FOR VALUE RECEIVED, STW RESOURCES HOLDING, CORP, a Nevada corporation (referred to herein as “Borrower”), with a business address at 3434 South County Road 1192, Midland Texas, 79706, does hereby unconditionally agree and promise to pay to the order of BLACK PEARL ENERGY, LLC., a Delaware corporation (the “Le

BLACK PEARL ENERGY, LLC STW RESOURCES HOLDING CORP LINE OF CREDIT AGREEMENT March __, 2014

EX-10.5 5 ex10-5.htm FORM OF LINE OF CREDIT AGREEMENT BETWEEN THE COMPANY AND BLACK PEARL ENERGY, LLC Exhibit 10.5 BLACK PEARL ENERGY, LLC Lender, and STW RESOURCES HOLDING CORP Borrowers, LINE OF CREDIT AGREEMENT March , 2014 -1- LINE OF CREDIT AGREEMENT THIS LINE OF CREDIT AGREEMENT (“Agreement”) is made and entered into effective as of the day of March, 2014 by and among BLACK PEARL ENERGY, LLC

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2014 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organiza

STW Resources Holding (Quarterly Report)

10-Q 1 stws10qsept302013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

STW Resources Holding 10-Q (Quarterly Report)

stws10qmar312013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to STW RESOU

STW Energy Services, LLC

Unassociated Document Exhibit 21.1. List of Subsidiaries 1. STW Energy Services, LLC 2. STW Oilfield Construction, LLC 3. STW Pipeline Maintenance & Construction, LLC

List of Subsidiaries

EX-21.1 2 ex21-1.htm LIST OF SUBSIDIARIES Exhibit 21.1 List of Subsidiaries 1. STW Energy Services, LLC 2. STW Oilfield Construction, LLC 3. STW Pipeline Maintenance & Construction, LLC

List of Subsidiaries

ex21-1.htm Exhibit 21.1 List of Subsidiaries 1. STW Energy Services, LLC 2. STW Oilfield Construction, LLC 3. STW Pipeline Maintenance & Construction, LLC

STW Resources Holding 10-Q (Quarterly Report)

stws10qjune302013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to STW RESOU

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

EX-4.2 2 ex4-2.htm FORM OF WARRANT Exhibit 4.2 Exhibit “A” NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organ

STW Resources Holdings Corp. SHARE PURCHASE AGREEMENT

EX-10.1 3 ex10-1.htm FORM OF SHARE PURCHASE AGREEMENT Exhibit 10.1 NEITHER THE COMMON STOCK NOR THE UNDERLYNG COMMON SHARES FOR THE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THE COMMON STOCK NOR THE WARRANTS MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT. INVESTMENT IN THE

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organ

November 14, 2013

November 14, 2013 Dear Stockholder: I am writing to you as Chief Executive Officer of STW Resources Holding Corp.

Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 (November 4, 2013) STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other ju

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STW Resources Holding, Corp. 619 W. Texas Ave., Ste 126 Midland, TX 79701 November 7, 2013 Jennifer Thompson Accounting Branch Chief U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: STW Resources Holding Corp. Item 4.01 Form 8-K (the "Report") Filed November 4, 2013 File No. 0-52654 Dear Ms. Thompson, This letter is provided in response to your letter dated November 6, 2013 regar

Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organi

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STW Resources Holding, Corp. 619 W. Texas Ave., Ste 126 Midland, TX 79701 November 1, 2013 Jennifer Thompson Accounting Branch Chief U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: STW Resources Holding Corp. Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2012 (the"Report") Filed October 18, 2013 File No. 0-52654 Dear Ms. Thompson, This letter is provided in

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction of incorporation or organi

p 714 380 6565 f 714 380 6566 555 Anton Blvd Suite 1000 Costa Mesa CA 92626 kmjpartnerscpa.com p 818 999 5885 f 818 704 4668 20720 Ventura Blvd Suite 160 Woodland Hills CA 91364 p 760 431 5465 f 760 431 5466 2768 Loker Avenue West Suite 101 Carlsbad

Exhibit 16.1 October 31, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: STW Resources Holding Corp. Commission File No: 000-52654 Dear Ladies and Gentleman: We have read the disclosure set forth in Item 4.01 of the Current Report on Form 8-K dated October 31, 2013 of STW Resources Holding Corp. and are in agreement with the statements insofar as they pertain to

MASTER CONVERTIBLE ORIGINAL ISSUE DISCOUNT NOTE WITH REVENUE PARTICIPATION INTEREST

Exhibit 4.1 NEITHER THIS MASTER NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR THE REVENUE PARTICIPATION INTERESTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR THE REVENUE PARTICIPATION INTERESTS MAY BE SOLD, OFFERED FOR SALE, PLEDGE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 stws8koct292013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-52654 20-3678799 (State or other jurisdiction

SERVICES AGREEMENT

Exhibit 10.3 SERVICES AGREEMENT This agreement is entered into as of September 24, 2013, between STW Resources Holding Corp, a Nevada corporation (herein referred to as “STW” or the “Company”), its subsidiaries and/or affiliates and Joshua Brooks, an individual residing in (herein referred to as “Brooks”). Whereas STW is seeking assistance in enabling its subsidiaries – STW Oilfield Construction,

GUARANTY AGREEMENT

Exhibit 10.6 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is made as of the 26th day of September 2013, by STW Resources Holding Corp., a Nevada corporation, whose address for notice hereunder is 619 West Texas Avenue, Suite 126, Midland, Texas 79701 (hereinafter referred to as the “Guarantor”), in favor of Joshua C. Brooks an individual (together with any successor holders of the hereinafter define

EXECUTIVE EMPLOYMENT AGREEMENT STW RESOURCES HOLDING CORP. AND JOSHUA BROOKS

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT STW RESOURCES HOLDING CORP. AND JOSHUA BROOKS This Agreement, dated as of September 20, 2013 (the "Effective Date"), is between STW Resources Holding Corp., a Nevada corporation, (the "Company") and Joshua Brooks, an individual ("Employee"). 1. Term: The Company shall employ Employee for the period (the “Term”) commencing on the Effective Date and ending

BOARD OF DIRECTORS APPOINTMENT AGREEMENT

Exhibit 10.12 BOARD OF DIRECTORS APPOINTMENT AGREEMENT THIS BOARD OF DIRECTORS APPOINTMENT AGREEMENT (the “Agreement”) is dated as of the 24h day of October, 2013. BETWEEN R.H. (Tibaut) Bowman, N. Frost Building, 1250 N.E. Loop 410, Suite 900, San Antonio, TX 78209 (the "Director") AND STW Resources Holding Corp., a Nevada corporation having a business office at 619 West Texas Avenue, Suite 126, M

ESCROW AGREEMENT

Exhibit 10.9 EXHIBIT “B” ESCROW AGREEMENT This Escrow Agreement (this “Agreement”), dated as of October 10, 2013, is by and among STW Resources Holding Corp., a Nevada corporation (the “Company”); and D. Grant Seabolt, Jr., Esq., of the Seabolt Law Group, a Texas licensed lawyer (the “Escrow Agent”), as escrow agent, for the benefit of the Participants (the “Participants”) in the Company’s October

LOAN AGREEMENT STW Oilfield Construction, LLC (as “Borrower”) Joshua Brooks (as “Lender”) Dated: As of September 26, 2013

EX-10.7 13 ex10-7.htm FORM OF LOAN AGREEMENT BETWEEN STW OILFIELD CONSTRUCTION, LLC AND JOSHUA BROOKS Exhibit 10.7 LOAN AGREEMENT Between STW Oilfield Construction, LLC (as “Borrower”) and Joshua Brooks (as “Lender”) Dated: As of September 26, 2013 -1- LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made and entered into as of this 26th day of June, 2013, by and between STW Oilfield Const

SERVICES AGREEMENT

Exhibit 10.4 SERVICES AGREEMENT This agreement is entered into as of October 1, 2013, between STW Resources Holding Corp, a Nevada corporation (herein referred to as “STW” or the “Company”), its subsidiaries and/or affiliates and Lee Maddox, an individual residing in Midland Texas, (herein referred to as “Brooks”). Whereas STW is seeking assistance in enabling its subsidiaries – STW Oilfield Const

PROFILES OF MIRANDA TEAM

Exhibit 10.11 October 14, 2013 Mr. Joshua Brooks And Mr. Paul DiFrancesco STW Resources Holding Corp. 619 West Texas Avenue, Suite 126 Midland, Texas 79701 Dear Joshua and Paul, Miranda & Associates, A Professional Accountancy Corporation. (“Miranda & Associates”) sincerely appreciates the opportunity to assist STW Resources Holding Corporation (“STW”) with its need for professional SEC compliance

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

STW RESOURCES HOLDING CORP. RESCISSION AGREEMENT WITH BLACK PEARL ENTERPRISES, LLC REGARDING BLACK WOLF ENTERPRISES, LLC

Exhibit 10.5 STW RESOURCES HOLDING CORP. RESCISSION AGREEMENT WITH BLACK PEARL ENTERPRISES, LLC REGARDING BLACK WOLF ENTERPRISES, LLC DATE: Effective October 14, 2013 PARTIES: STW Resources Holding Corp., a corporation created under the laws of the state of Nevada (“STW” or the “Rescinding Party”); and Black Pearl Enterprises, LLC, a limited liability company created under the laws of the state of

SECURITY AGREEMENT

Exhibit 10.10 SECURITY AGREEMENT This Security Agreement (“Agreement”) is made and entered into as of the 26th day of September 2013, by and between STW Oilfield Construction, LLC, a Texas limited liability company (“Debtor”), and Joshua C. Brooks an individual, (“Secured Party”). RECITALS A. Debtor and Secured Party have executed that certain Loan Agreement dated the same date as this Agreement (

ACCOUNT PURCHASE AGREEMENT

Exhibit 10.8 ACCOUNT PURCHASE AGREEMENT September 26, 2013 1. Parties: The parties to this Agreement are as follows: a. Joshua Brooks ("Buyer"); and b. STW Oilfield Construction, LLC ("Seller") The parties agree as follows: 2. Definitions: the following terms are defined for purposes of this Agreement: a. "Accounts" shall mean all amounts due to Seller pursuant to Approved Invoices. b. "Advance Ra

EXECUTIVE EMPLOYMENT AGREEMENT STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC AND ADAM JENNINGS

EX-10.2 8 ex10-2.htm EMPLOYMENT AGREEMENT BETWEEN STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC AND ADAM JENNINGS Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT STW PIPELINE MAINTENANCE & CONSTRUCTION, LLC AND ADAM JENNINGS This Agreement, dated as of September 23, 2013 (the "Effective Date"), is between STW Pipeline Maintenance & Construction, LLC, a Texas limited liability company, (the "Company") a

MASTER CONVERTIBLE ORIGINAL ISSUE DISCOUNT NOTE WITH REVENUE PARTICIPATION INTEREST

Exhibit 4.2 NEITHER THIS MASTER NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR THE REVENUE PARTICIPATION INTERESTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE NOR THE REVENUE PARTICIPATION INTERESTS MAY BE SOLD, OFFERED FOR SALE, PLEDGE

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SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2) [X] Definitive Information Statement STW RESOURCES HOLDING CORP.

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STW Resources Holding, Corp. 619 W. Texas Ave., Ste 126 Midland, TX 79701 October 18, 2013 Jennifer Thompson Accounting Branch Chief U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: STW Resources Holding Corp. Form 10-K for the Fiscal Year Ended December 31, 2012 (the "Report") Filed August 6, 2013 File No. 0-52654 Dear Ms. Thompson, This letter is provided in response to your le

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HUNTER TAUBMAN WEISS LLP NEW YORK ■ WASHINGTON, DC ■ MIAMI September 30, 2013 Ms. Elizabeth Walsh Staff Attorney U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: STW Resources Holding Corp. Form 10-K for the Fiscal Year Ended December 31, 2012 Filed August 6, 2013 File No. 0-52654 Dear Ms. Walsh, We are counsel to STW Resources Holding Corp. (“the Company”). On behalf of our clie

- PRELIMINARY SCHEDULE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2) [ ] Definitive Information Statement STW RESOURCES HOLDING CORP.

LOAN AGREEMENT STW Energy Services, LLC (as “Borrower”) Crown Financial, LLC (as “Lender”) Dated: As of June 26, 2013

Exhibit 10.1 LOAN AGREEMENT Between STW Energy Services, LLC (as “Borrower”) and Crown Financial, LLC (as “Lender”) Dated: As of June 26, 2013 -1- LOAN AGREEMENT This Loan Agreement (this “Agreement”) is made and entered into as of this 26th day of June, 2013, by and between STW Energy Services, LLC, a Texas limited liability company (“Borrower”) and Crown Financial, LLC, a Delaware limited liabil

SECURITY AGREEMENT

Exhibit 10.2 SECURITY AGREEMENT This Security Agreement (“Agreement”) is made and entered into as of the 26th day of June 2013, by and between STW Energy Services, LLC, a Texas limited liability company (“Debtor”), and Crown Financial, LLC, a Texas limited liability company (“Secured Party”). RECITALS A. Debtor and Secured Party have executed that certain Loan Agreement dated the same date as this

STW Energy Services 619 West Texas Ave. Suite 126 Midland, Texas 79701 432-770-9869 A Subsidiary of STW Resources Holdings Corp. Executive Summary: STW Energy Services

EX-99.2 9 ex99-2.htm BUSINESS SUMMARY OF STW ENERGY SERVICES, LLC Exhibit 99.2 STW Energy Services 619 West Texas Ave. Suite 126 Midland, Texas 79701 432-770-9869 A Subsidiary of STW Resources Holdings Corp. Executive Summary: STW Energy Services Drilling Rig Wash: Removal of oil and diesel residue on drilling rigs is required to meet environmental regulations prior to transit over private roads,

STW Resources Closes $2 Million Financing For New STW Energy Services, LLC Subsidiary

Exhibit 99.1 STW Resources Closes $2 Million Financing For New STW Energy Services, LLC Subsidiary STW Energy to Provide Oil and Water Based Drilling Rig Wash & Preparation and Tank and Tank Bottom Cleaning Services in the Cline, Wolfcamp, and Eagle Ford Formations Beginning Week of July 15 MIDLAND, Texas, July 15, 2013 /PRNewswire/ - STW Resources Holding Corp. (OTC QB: STWS) announced today the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2013 (June 12, 2013) STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorporat

Security Agreement

Exhibit 10.5 Security Agreement STW ENERGY SERVICES, LLC (the "Debtor"), and Crown Financial, LLC (the "Secured Party") agree as set out below. 1. Definitions. a. All capitalized terms used in this Agreement shall have the meaning set forth in the Account Purchase Agreement unless otherwise expressly provided in this Agreement. b. All terms defined in the Uniform Commercial Code shall have the sam

GUARANTY AGREEMENT

Exhibit 10.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT is made as of the 26th day of June 2013, by STW Resources Holding Corp., a Nevada corporation, whose address for notice hereunder is 619 West Texas Avenue, Suite 126, Midland, Texas 79701 (hereinafter referred to as the “Guarantor”), in favor of Crown Financial, LLC, a Texas limited liability company (together with any successor holders of th

ACCOUNT PURCHASE AGREEMENT June 21, 2013

Exhibit 10.4 Client#: ACCOUNT PURCHASE AGREEMENT June 21, 2013 1. Parties: The parties to this Agreement are as follows: a. Crown Financial, LLC ("Buyer''); and b. STW ENERGY SERVICES, LLC ("Seller") The parties agree as follows: 2. Definitions: the following terms are defined for purposes of this Agreement: a. "Accounts" shall mean all amounts due to Seller pursuant to Approved Invoices. b. "Adva

PROMISSORY NOTE

Exhibit 4.1 PROMISSORY NOTE $1,000,000.00 June 26, 2013 FOR VALUE RECEIVED, STW Energy Services, LLC, a Texas limited liability company, having a principal place of business at 619 West Texas Avenue, Suite 126, Midland, Texas 79701 (hereinafter referred to as “Maker”), promises to pay to the order of Crown Financial, LLC, a Texas limited liability company, having a mailing address of 16420 Park Te

SUBSCRIPTION AGREEMENT Master Note Agreement with Revenue Participation Interest April 30, 2013 Total Offering: $575,000.00

EX-10.1 4 ex10-1.htm FORM OF APRIL 30 2013 REVENUE PARTICIPATION SUBSCRIPTION AGREEMENT Exhibit 10.1 SUBSCRIPTION AGREEMENT Master Note Agreement with Revenue Participation Interest April 30, 2013 Total Offering: $575,000.00 SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Compa

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 stw8kjune52013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2013 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of in

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

EX-4.1 2 ex4-1.htm FORM OF APRIL 30 2013 REVENUE PARTICIPATION WARRANT Exhibit 4.1 Exhibit “A” NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), A

MASTER NOTE AGREEMENT WITH REVENUE PARTICIPATION INTEREST

EX-4.2 3 ex4-2.htm FORM OF APRIL 30 2013 REVENUE PARTICIPATION AGREEMENT Exhibit 4.2 NEITHER THIS MASTER NOTE AGREEMENT NOR THE REVENUE PARTICIPATION INTERESTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR THE REVENUE PARTICIPATION INTERESTS MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGIST

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SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ]Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2) [ X ] Definitive Information Statement STW RESOURCES HOLDING CORP.

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Stanley T. Weiner. President and CEO STW Resources Holding Corp. May 18, 2013 Mara L. Ransom, Assistant Director United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 ATTN: Mr. Scott Anderegg, Staff Attorney Via Edgar Filing and E-mail: [email protected] Re: STW Resources Holding Corp. Preliminary Information Statement on Schedule 14C Filed April 1,

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Stanley T. Weiner President and CEO STW Resources Holding Corp. April 22, 2013 [04/25/2013 Revised Letter] Mara L. Ransom, Assistant Director United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 ATTN: Mr. Scott Anderegg, Staff Attorney Via Edgar Filing and E-mail: [email protected] Re: STW Resources Holding Corp. Preliminary Information Statement on

- THIS IS A NT 10-K ATTACHMENT FILE IN HTM FORMAT.

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

- PRELIMINARY SCHEDULE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X ] Preliminary Information Statement [ ] Confidential, For Use Of The Commission Only (As Permitted By Rule 14c-5 (d)(2) [ ] Definitive Information Statement STW RESOURCES HOLDING CORP.

INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENSATION

Exhibit 10.2 INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENSATION This Agreement is entered into as of the 1st day of January 2013, between STW Resources Holding Corp. (“the Company”) and Audry Lee Maddox (“the Contractor”). 1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the service

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Exhibit 99.1 -1- -2- -3- -4- -5- -6- -7- -8- -9- -10- -11- -12- -13- -14-

Statement of Designation Series A-l Contingent Redeembable Preferred Stock

EX-3.1 2 ex3-1.htm Exhibit 3.1 -1- EXHIBIT A Statement of Designation Series A-l Contingent Redeembable Preferred Stock The designation of, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, the Series A-1 Convertible Preferred Stock of the Corporation (also referred to as the "Company") are as follows: 1. Designation and Authorized Shares. The

INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENATION

Exhibit 10.3 INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENATION This Agreement is entered into as of the 1st day of January 2013, between STW Resources Holding Corp. (“the Company”) and D. Grant Seabolt, Jr., d/b/a Seabolt Law Group (“the Contractor”). 1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent cont

INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENSATION

Exhibit 10.1 INDEPENDENT CONTRACTOR AGREEMENT – CASH COMPENSATION This Agreement is entered into as of the 1st day of January, 2013, between STW Resources Holding Corp. (“the Company”) and Stanley T. Weiner (“the Contractor”). 1. Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the servi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 stw8kmar112013.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2013 (March 7, 2013) STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or Other

STW Resources Realizes Initial Water Recycling Revenues in Q4 2012

Exhibit 99.2 STW Resources Realizes Initial Water Recycling Revenues in Q4 2012 MIDLAND, Texas, Jan. 22, 2013 /PRNewswire/ - STW Resources Holding Corp. ("STW") (STWS.PK), a water reclamation services company, today announced that it has delivered its proprietary water desalinization facility to convert 700,000 gallons of brackish well water a day into rain-equivalent water for the maintenance of

STW Resources Acquires an Equity Interest in Black Wolf Enterprises, LLC

Exhibit 99.1 STW Resources Acquires an Equity Interest in Black Wolf Enterprises, LLC MIDLAND, Texas, Jan. 23, 2013 /PRNewswire/ - STW Resources Holding Corp. ("STW") (STWS.PK), an oilfield services and water reclamation company, today announced that it has acquired an equity interest in Black Wolf Enterprises, LLC ("Black Wolf"), a joint venture between Lone Wolf Resources, LLC ("Lone Wolf Resour

EQUITY EXCHANGE AGREEMENT

Exhibit 10.1 EQUITY EXCHANGE AGREEMENT This Equity Exchange Agreement (the "Agreement") is entered into as of this 8th day of January 2013 between STW Resources Holding Corp. (STW), a Nevada corporation, and Black Pearl Energy, LLC (BPE), a Texas Limited Liability Company. WHEREAS, BPE has available to it a 50% of the limited liability company ownership interest in Black Wolf Enterprises, LLC ("Bl

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2013 (January 8, 2013) STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incor

Regulation FD Disclosure, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 9, 2013 Commission File Number: 000-52654 STW Resources Holding Corporation (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 20-3678799 (IRS Employer Identification No.

STW Resources uses oilfield-originated technology to desalinate golf course water

STW Resources uses oilfield-originated technology to desalinate golf course water Paul Wiseman | Posted: Wednesday, January 9, 2013 8:45 pm With the state's water crunch hitting producers and municipalities alike, it is no surprise that the technology used to solve one group's problems can be used for the other as well.

STW Resources Holding Corp. Provides Corporate Update and Expanded Business Lines Integrated business model benefits from Municipal and Oil & Gas markets throughout Texas.

EX-99.2 6 ex99-2.htm PRESS RELEASE, DATED OCTOBER 25, 2012 Exhibit 99.2 STW Resources Holding Corp. Provides Corporate Update and Expanded Business Lines Integrated business model benefits from Municipal and Oil & Gas markets throughout Texas. MIDLAND, Texas, Oct. 25, 2012 /PRNewswire/ - STW Resources Holding Corp. (OTC QB: STWS), has established itself as a water reclamation services company focu

STW Resources Holding Corp names Lee Maddox as its new Chief Operating Officer. STW Resources’ new COO launches aggressive business development plan.

EX-99.1 5 ex99-1.htm PRESS RELEASE, DATED OCTOBER 25, 2012 Exhibit 99.1 STW Resources Holding Corp names Lee Maddox as its new Chief Operating Officer. STW Resources’ new COO launches aggressive business development plan. MIDLAND, Texas, October 24, 2012 /PRNewswire/ - STW Resources Holding Corp. (OTC QB: STWS), a water reclamation services company is pleased to announce Lee Maddox as their Chief

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 stw8kdec32012.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or Other Jurisdiction of

SUBSCRIPTION AGREEMENT

EX-10.1 4 ex10-1.htm FORM OF NOVEMBER 2012 SUBSCRIPTION AGREEMENT Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering to sell (the “Offering”

STW RESOURCES HOLDING CORP. FORM OF 14% CONVERTIBLE NOTE

EX-4.1 2 ex4-1.htm FORM OF NOVEMBER 2012 14% CONVERTIBLE NOTE Exhibit 4.1 NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE

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STW RESOURCES HOLDING CORP. 619 West Texas Ave., Suite 126 Midland, Texas 79701 July 18, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Thompson, Accounting Branch Chief Sondra Snyder, Staff Accountant Re: STW Resources Holding Corp. Form 8-K/A, Item 4.02 Filed July 10, 2012 File No. 000-52654 Ladies and Gentlemen: The following response addresses

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CORRESP 1 filename1.htm STW RESOURCES HOLDING CORP. 619 West Texas Ave., Suite 126 Midland, Texas 79701 July 13, 2012 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Jennifer Thompson, Accounting Branch Chief Sondra Snyder, Staff Accountant Re: STW Resources Holding Corp. Form 8-K, Item 4.02 Filed July 2, 2012 File No. 000-52654 Ladies and Gentlemen: The followin

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorp

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorporation) (Commission

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorporation) (Commission F

SUBSCRIPTION AGREEMENT

Exhibit 99.1.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering to sell (the “Offering”) up to 4,000,000 units (the “Units”) to persons who qualify as

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

EX-99.1.2 3 ex99-12.htm Exhibit 99.1.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

Current Report

8-K 1 stws8kapril102012.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 02, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction

Current Convertible Note New Convertible Note Unsecured debt, no liquidation preference Promissory, 1x Liquidation 12% interest 14% interest (6% cash + 8% PIK) Conversion price $0.25 Conversion price $0.08 Warrants exercisable @ $3.00 (< I year remai

Exhibit 99.1.1 Dear Investor, STW Resources Holding Corporation appreciates and respects your continued support of the company and its continuing efforts to bring value to all investors and stakeholders. Upon review of the company’s current debt, STW’s Management and Board of Directors have determined to offer creditors a debt exchange program, as follows: Current Convertible Note New Convertible

STW RESOURCES HOLDING CORP. FORM OF 14% CONVERTIBLE NOTE

EX-99.1.3 4 ex99-13.htm Exhibit 99.1.3 NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATIO

SUBSCRIPTION AGREEMENT

Exhibit 99.1.2 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private exchange offering (the “Exchange Offering”) to exchange new 14% Convertible

BOARD OF DIRECTORS APPOINTMENT AGREEMENT

Exhibit 99.3 BOARD OF DIRECTORS APPOINTMENT AGREEMENT THIS BOARD OF DIRECTORS APPOINTMENT AGREEMENT (the "Agreement") is dated as of the 4th day of April, 2012. BETWEEN D. Grant Seabolt, Jr., 2101 Cedar Springs Rd., Suite 1050, Dallas, Texas 75201 (the "Director") AND STW Resources Holding Corp., a Nevada corporation having a business office at 619 West Texas Avenue, Suite 126, Midland, Texas 7970

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorporation) (Commissio

COMMON STOCK PURCHASE WARRANT STW RESOURCES HOLDING CORP.

Exhibit 99.1.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

SUBSCRIPTION AGREEMENT Master Note Agreement with Revenue Participation Interest February 02, 2012 Total Offering: $280,000.00

Exhibit 99.2 SUBSCRIPTION AGREEMENT Master Note Agreement with Revenue Participation Interest February 02, 2012 Total Offering: $280,000.00 SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between STW RESOURCES HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Compa

- THIS IS A NT 10-K ATTACHMENT FILE IN HTM FORMAT.

NT 10-K 1 form12b25-03302012110351.htm THIS IS A NT 10-K ATTACHMENT FILE IN HTM FORMAT. OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-52654 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form

Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2012 STW RESOURCES HOLDING CORP. (Exact name of registrant as specified in its charter) Nevada 000-51430 20-3678799 (State or other jurisdiction of incorporation) (Commiss

EX 16.1

EX 16.1 February 2, 2012 Office of the Chief Accountant U.S. Securities and Exchange Commission 100F Street N.E. Washington, DC 20549 Re: STW Resources Holding Corp. Commission File No: 000-51430 Dear Ladies and Gentlemen: On January 25, 2012, we provided notice of our resignation as the independent registered public accounting firm for STW Resources Holding Corp. (the "Company"). We have read the