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 ~~July 1~~27, 2015

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 organization)	(Commission File Number)	(IRS Employer Identification No.)
3434 South County Road 1192 Midland, Texas 79706	79706
Address of principal executive offices)	(Zip Code)

3434 South County Road 1192 Midland, Texas 79706		79706
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (432) 686-7777


	(Former name or former address, if changed since last report)

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:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Section 25 - Corporate ~~Financial~~Governance ~~Information~~and Management

Item 2 5.02. ~~Results~~- Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Principal ~~Condition.~~Officers

On ~~June~~August 3027, 2015, STW Resources Holding Corp. (the "“Company"”) ~~hosted~~entered into a ~~conference~~Board ~~call~~of toDirectors ~~provide~~Appointment ~~investors~~Agreement (the “Appointment Agreement”) with anMr. ~~overview~~Alan ofMurphy, pursuant to which Mr. Murphy was retained by the Company's ~~various~~as ~~projects~~a ~~and~~director. ~~current~~Such ~~operations~~appointment ~~within~~was ~~its~~approved ~~different~~by ~~divisions~~the Board of Directors of the Company on August 20, 2015. ~~The~~Mr. ~~conference~~Murphy ~~call~~is ~~also~~58 ~~described~~years ~~selected~~of ~~financial~~age ~~results~~ and ~~projections~~does not maintain a familial relationship with any of the Company's other officers or directors.

~~You~~Mr. ~~can~~Murphy ~~replay~~is currently the ~~entire~~Company’s ~~conference~~President ~~call~~since May 2014. As a water industry expert, ~~for~~he ~~one~~brings ~~month~~the Company 20+ years of extensive industry experience with various municipal, byindustrial ~~calling~~and ~~into~~commercial water & wastewater treatment facilities in consulting, design, engineering, procurement, operations, management and complete project oversight & construction throughout State of Texas. He has vast knowledge on most up to date innovative technologies which include membrane filtration systems, thermal technologies, freshwater recovery & reuse, brine discharge treatment systems and others. Mr. Murphy has been involved in the ~~following~~“hands-on” design, build and/or ~~entering~~maintenance of over 300 water reclamation and municipal facilities in Texas and over 700 systems worldwide. He has been intimately involved with the ~~following~~Texas ~~conference~~Commission IDon ~~number:~~Environmental Quality (TCEQ) in co-developing pilot policies and procedures. Mr. Murphy is a TCEQ Certified Level 3 Water Treatment Specialist. Mr. Murphy also has established relationships with top tier engineering firms. Mr. Murphy's unique talent of “out-of-box thinking” complements his ambitions, intelligence, and accomplishments. Mr. Murphy is well versed and involved in several projects currently designed for environmentally conscious technologies to process, treat, reclaim, recover and re-use water. Mr. Murphy has made significant contributions in co-developing cost effective and robust water treatment systems to produce freshwater from highly impaired saline water sources & recycling wastewater—including produced waters, effluents from wastewater water treatment plants & industrial wastewater. Mr. Murphy graduated from San Angelo Central High School in 1975.

~~Toll~~Pursuant ~~Free~~to the Appointment Agreement, the Company agreed to pay Mr. Murphy the following compensation: (~~855~~a) ~~859~~33,334 shares of the Company’s common stock upon the execution of the Appointment Agreement; (b) a fee at the rate of Seventy-~~2056~~Five Thousand Dollars ($75,000) per year ($27,329 for the partial year 2015), which shall be paid solely at the Company’s discretion in cash or in shares of the Company’s stock, in accordance with Company's regularly established practices regarding the payment of Directors' fees, but in no event later than 12 months after the effective date of the Appointment Agreement and each of its subsequent anniversaries, if any; (~~800~~c) ~~585-8367~~a cash payment of $1,000.00 for each day of attendance at meetings of the Company’s Board of Directors or any other meeting called by the Company and attended by Mr. Murphy; and (d) reimbursement of all reasonable costs of travel, lodging, and entertainment reasonably necessary for Mr. Murphy to carry out his duties, so long as any such expense in excess of $100 is approved in advance by the Company.

~~Conference~~A IDcopy ~~number:~~of ~~75872537~~the Appointment Agreement is filed herewith as Exhibit 10.1 and incorporated in its entirety.

~~The~~Section ~~replay~~9 ~~information~~- ~~can~~Financial ~~also~~Statements beand ~~found on our website: www.stwresources.com.~~Exhibits

~~Section~~Item ~~7 – Regulation FD~~9.01 Exhibits

Item 7.01. Regulation FD

Exhibit No.		Description
10.1		Form of Board of Directors Appointment Agreement

To the extent required by Item 7.01 of Form 8-K, the information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference herein.

The conference call also discussed certain business plans and outlook for 2015; such information is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.

The information included in Item 2.02 and 7.01 of this Form 8-K are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934 (as amended), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (as amended), except as shall be expressly set forth by specific reference in such filing.

Neither this Report nor the conference call shall be considered as an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction where the offer or sale is not permitted.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995.

Certain statements disclosed on the Conference Call constitute"forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available and were made as of the date provided, and may not be accurate as of the date hereof. These forward looking statements are based upon current estimates and assumptions as existed on the date made and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different from projections or estimates contained herein. Such forward-looking statements include, among others, statements regarding future reclamation services and development activities and the decisions of third parties over which the Company has no control. Factors that could cause actual results to differ materially from projections or estimates include, among others, ability to establish our brand, economic and market conditions and our ability to acquire reserves, as well as other factors described in our Annual Report on Form 10-K for the year ended December 31, 2015, and other filings we make with the SEC. Most of these factors are beyond the Company’s ability to predict or control. The Company disclaims any obligation to update or alter any such statements whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

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.

Dated: July 1, 2015	STW Resources Holding Corp.
Dated: August 28, 2015	STW Resources Holding Corp.
	By:	/s/ Stanley Weiner
		Stanley Weiner, CEO

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