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EX-16.1 - LETTER FROM WEAVER AND TIDWELL, LLP, DATED FEB 2 2012 - STW RESOURCES HOLDING CORP.ex16-1.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): 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)
 
  (Commission File Number)
 
  (IRS Employer Identification No.)
         
  619 West Texas Ave
Suite 126
Midland Texas, 79701
 
(Address of principal executive offices and Zip Code)
 
Registrant's telephone number, including area code (432) 686-7777

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 
 
Item 4.01                      Changes in Registrant’s Certifying Accountant

On January 25, 2012, STW Resources Holding Corp. (the “Company”) was notified that its principal independent accountant, Weaver and Tidwell, L.L.P. (“Weaver”), had resigned as the independent auditors for the Company and its subsidiaries, effective immediately.
 
Weaver’s reports on the Company's financial statements for the fiscal year ended December 31, 2010 and 2009 contained an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going concern. Other than such statement, no reports of Weaver on the financial statements of the Company for either of the past two years and through January 25, 2012 contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s two most recent fiscal years and through January 25, 2012: (i) there have been no disagreements with Weaver on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weaver, would have caused it to make reference to the subject matter of the disagreement in connection with its reports and (ii) Weaver did not advise the Company of any of the events requiring reporting in this Current Report on Form 8-K under Item 304(a)(1) of Regulation S-K.
 
The Company provided to Weaver  the disclosure contained in this Current Report on Form 8-K and requested Weaver to furnish a letter addressed to the Commission stating whether it agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of such letter is attached hereto as Exhibit 16.1.

ITEM 9.01
   FINANCIAL STATEMENTS AND EXHIBITS

(d)  
Exhibits.
 
Exhibit Number
 
Description
     
16.1
 
Letter from Weaver and Tidwell, L.L.P., dated February 2, 2012

 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
       
 
STW RESOURCES HOLDING CORP.
 
       
Date: February 3, 2012
By:  
/s/  Stanley T. Weiner
 
 
Stanley T. Weiner
 
 
Chief Executive Officer