UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM 10-K/A

Amendment No. 1



(Mark
One)



|☒ | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For
the Fiscal Year Ended December 31, 2018



OR



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



Commission
File No. 0-30746



FRONTIER
OILFIELD SERVICES INC.

(Exact
name of registrant as specified in its charter)



|Texas                                                              |  | 75-2592165                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (I.R.S.
    Employer Identification No.)
|                                                                   |  |                                         
|220
    Travis Street                                              |  |                                         
|Shreveport,
    Louisiana                                          |  | 71101                                   
|(Address
    of Principal Executive Offices)                       |  | Zip
    Code                            



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



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



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



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



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



Indicate
by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. ☒  Yes ☐ No



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☒



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☐   | Smaller reporting company ☒
|                          | Emerging growth company ☐  



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 31(a) of the Exchange Act. ☐



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



On
December 31, 2018, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant
was approximately $3,911,511. The amount was calculated by subtracting the total number of common shares held by officers, directors,
and stockholders owning in excess of 5% of the registrant’s common stock from the total number of shares and multiplying
the remainder by the average of the bid and asked price for the registrant’s common stock on December 31, 2018 as reported
on the Over-The-Counter Pink Sheet Market. As of March 29, 2019, the Company had 14,760,178 issued and outstanding shares of common
stock.



Documents
Incorporated by Reference: None











EXPLANATORY NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends
the Annual Report on Form 10-K of Frontier Oilfield Services Inc. (the “Company”) for the year ended
December 31, 2018, originally filed with the Securities and Exchange Commission (“SEC”) on
April 1, 2019 (the “Original Filing”), solely for the purpose of replacing the Report of Independent
Registered Accounting Firm (the “Report”) included in Item 8 of Part II of the Original
Filing with a correct Report.

All
other items of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are unaffected by the change described
above. The financial statements in this Annual Report do not reflect any subsequent events that occurred after December 31, 2018.



















TABLE
OF CONTENTS



FRONTIER
OILFIELD SERVICES, INC.

INDEX



|Part I       |  |                                                                                                             |    
|------------ |  | ----------------------------------------------------------------------------------------------------------- | ---
|Item 1.      |  | Business                                                                                                    | 1  
|             |  |                                                                                                             |    
|Item 1A.     |  | Risk Factors                                                                                                | 3  
|             |  |                                                                                                             |    
|Item 1B.     |  | Unresolved Staff Comments                                                                                   | 8  
|             |  |                                                                                                             |    
|Item 2.      |  | Description of Properties                                                                                   | 8  
|             |  |                                                                                                             |    
|Item 3.      |  | Legal Proceedings                                                                                           | 9  
|             |  |                                                                                                             |    
|Part II      |  |                                                                                                             |    
|Item 5.      |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities | 9  
|             |  |                                                                                                             |    
|Item 6.      |  | Selected Financial Data                                                                                     | 9  
|             |  |                                                                                                             |    
|Item 7.      |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                       | 9  
|             |  |                                                                                                             |    
|Item 7A.     |  | Quantitative and Qualitative Disclosures about Market Risk                                                  | 11 
|             |  |                                                                                                             |    
|Item 8.      |  | Consolidated Financial Statements and Supplemental Data                                                     | 12 
|             |  | Report of Independent Registered Public Accounting Firm                                                     | F-1
|             |  | Consolidated Balance Sheets                                                                                 | F-2
|             |  | Consolidated Statements of Operations                                                                       | F-3
|3            |  | Consolidated Statements of Cash Flows                                                                       | F-4
|             |  | Consolidated Statements of Changes in Stockholders’ Deficit                                                 | F-5
|             |  | Notes to Consolidated Financial Statements                                                                  | F-6
|             |  |                                                                                                             |    
|Item 9.      |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        | 13 
|             |  |                                                                                                             |    
|Item 9A.     |  | Controls and Procedures                                                                                     | 13 
|             |  |                                                                                                             |    
|Item 9B.     |  | Other Information                                                                                           | 14 
|             |  |                                                                                                             |    
|Part III     |  |                                                                                                             |    
|Item 10.     |  | Directors, Executive Officers and Corporate Governance                                                      | 14 
|             |  |                                                                                                             |    
|Item 11.     |  | Executive Compensation                                                                                      | 14 
|             |  |                                                                                                             |    
|Item 12.     |  | Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters             | 17 
|             |  |                                                                                                             |    
|Item 13.     |  | Certain Relationships and Related Transactions and Director Independence                                    | 19 
|             |  |                                                                                                             |    
|Item 14.     |  | Principal Accounting Fees and Services                                                                      | 19 
|             |  |                                                                                                             |    
|Part IV      |  |                                                                                                             |    
|Item 15.     |  | Exhibits, Financial Statement Schedules                                                                     | 20 
|             |  |                                                                                                             |    
|Signatures   |  |                                                                                                             | 21 
|             |  |                                                                                                             |    
|Certificates |  |                                                                                                             | 22 











PART
I



Forward
Looking Statements

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



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



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



|Item 1. | Business
|------- | --------



Our
Business

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



| | ● | Frontier
    Acquisition I, Inc., and its direct and indirect subsidiaries Chico Coffman Tank Trucks, Inc. (“CTT”) and Coffman
    Disposal, LLC; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Frontier Income
    and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC.                     



Frontier
operates in the oilfield service industry and is currently involved in the disposal of saltwater and other oilfield fluids in
Texas. Frontier owns eight disposal wells in Texas. Six of these disposal wells are located in the Barnett Shale region in north
central Texas and two of these wells are located in east Texas near the Louisiana border.



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



1







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



We
had one customer that represented approximately 32% of our revenue for each of the years ended December 31, 2018 and 2017.



Recent
Developments

None.



Development
and Operating Activities

Economic
conditions in the oil and gas industry are subject to volatility. The uncertain nature of these economic conditions combined with
federal and state regulatory uncertainty in the energy industry requires operators to be flexible and adept at adjusting operations
and strategy to achieve profitability. We intend to evaluate all conditions and risks affecting our operating activities and to
respond to those conditions by employing resources in areas we believe to have the most potential for success. Over the past year,
significant declines in the price of crude oil and natural gas have put economic pressure on oil producers, requiring them to
seek expense reductions to offset the decline in their revenues. The oil field service industry has been and will continue to
be affected by the volatility in oil and natural gas prices and may experience lower revenues as oil producers’ pressure
oil field service providers for lower cost service.



The
Company’s business requires capital to fund operations and growth. Management intends to conduct operations to generate
sufficient capital for use in reduction of the Company’s outstanding debt. In order to adequately fund operating activities,
reduce current liabilities, and pay interest and principal on the debt, we may need to secure additional capital from third parties
or other debt or equity financing sources. There can be no assurance that we will be able to enter into additional financing arrangements
on terms that are acceptable. There are also no assurances that we will be able to achieve profitability from our operations in
the current market environment.



General
Regulations

Both
state and federal authorities regulate the transportation and disposal of salt water, produced fluids and drilling fluids. The
executive and legislative branches of government at both the state and federal levels have periodically proposed the establishment
of controls on salt water disposal, environmental protection, as well as various other related programs affecting the salt water
disposal business. If any further legislation is promulgated related to the disposal of salt water, produced fluids or drilling
fluids, such legislation could have a material effect on our operations.



Federal
Regulatory Actions

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



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



The
Company’s operations are located in areas where hydraulic fracturing is used as the primary method of establishing and developing
oil and gas producing wells. These areas are also where the majority of the Company’s revenues are generated as these producing
wells also generate salt water and other fluids as by-products of the oil and gas producing process. Any regulation inhibiting
or prohibiting the use of hydraulic fracturing may have a material adverse effect on our operations.



2







State
Regulatory Controls

The
State of Texas (where we operate) regulates the operation and permitting associated with the transport and disposal of salt water
and other produced fluids. Because we are primarily engaged in salt water, produced fluids and drilling fluid disposal activities,
our operations are subject to inspection and permitting by authorities of the State of Texas. There have been recent regulatory
and legislative proposals related to concerns with potential water supply contamination potentially be caused by hydraulic fracturing
operations.



Environmental
Regulations

Our
salt water and other fluids disposal operations are subject to environmental protection regulations established by federal, state,
and local agencies. We believe we are in compliance with the applicable environmental regulations established by these agencies
with jurisdiction over our operations. Certain environmental regulations currently in effect could have a material adverse effect
on our earnings or prospects for profitability if we received a determination from one of these agencies that our operations are
not in compliance. The Texas Legislature has mandated a regulatory program for the management of hazardous wastes generated during
crude oil and natural gas exploration and production, gas processing, oil and gas waste reclamation, salt water disposal and transportation
operations. The disposal of these wastes, as governed by the Railroad Commission of Texas, is subject to the supervision of state
of Texas authorities. Our disposal operations are also subject to inspection and regulation by state and federal environmental
authorities.



Employees

Currently,
we have nine full-time employees, with two full-time employees at our corporate office and seven full-time employees in operations.



|Item 1A. | Risk Factors
|-------- | ------------



Business
Risks



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

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



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

The
report of our independent auditors contained in our financial statements for the year ended December 31, 2018 includes a paragraph
that explains that we have been experiencing financial and liquidity concerns. Per the report, these conditions raise substantial
doubt about our ability to continue as a going concern. Reports of independent auditors questioning a company’s ability
to continue as a going concern are generally viewed unfavorably by analysts and investors. This report, along with our recent
financial results, may make it difficult for us to raise additional debt or equity financing necessary to conduct our operations.



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

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



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

Due
to lower market prices for crude oil and other changes occurring in the oil industry, many of our customers are seeking to reducing
their costs and to reduce their operations. We have begun implementing a business plan with an emphasis on increasing the volumes
of salt water, produced fluids and drilling fluids we dispose of. The planned increase in business volume may require that we
reduce prices for the services we perform for our customers due to the current economic environment in the oil and gas industry.
We currently have limited financial resources and there can be no assurance we will be successful in gaining additional salt water
disposal business from new and existing customers at prices and terms that would allow us to make a profit.



3







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

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



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



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



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

Our
operations are affected by stringent and complex federal, state and local laws and regulations governing the discharge of substances
into the environment or otherwise relating to environmental protection. We could be exposed to liability for cleanup costs, natural
resource damages and other damages because of our operating activities that were lawful at the time it occurred or the conduct
of, or conditions caused by, prior operators or other third parties.



Environmental
laws and regulations are subject to change in the future, possibly resulting in requirements that are more stringent. If existing
regulatory requirements or enforcement policies change or are more stringently enforced, we may be required to make significant
unanticipated capital and operating expenditures. Any failure to comply with applicable environmental laws and regulations may
result in governmental authorities taking actions that could adversely affect our operations and financial condition, including
the:



| | ● | issuance
    of administrative, civil and criminal penalties;               
| | - | ----------------------------------------------------------------------------
| | ● | denial or revocation
    of permits or other authorizations;                
| | ● | reduction or cessation
    in operations; and                               
| | ● | performance of site
    investigatory, remedial or other corrective actions.



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

Reworking
and completing saltwater disposal wells involves a degree of risk, and sometimes results in unsuccessful efforts, for a variety
of reasons. We cannot control the outcome of operations entirely, and there can be no assurance that any operation will be successful.
Even though a disposal well is permitted to accept a certain amount of water, there is no assurance that the disposal well or
any specific zone in the well will be capable in fact of absorbing any specific amount of water. Disposal wells may also be ruined
or rendered unusable during operations due to technical or mechanical difficulties. Should a well be successfully completed or
perforated, there is still no assurance that the zone in which the well is completed or perforated will be able to absorb saltwater
at a rate that will support profitable operations. Disposal wells can encounter problems that render the well unusable, even after
a period of successful operation. There can be no assurance we will be able to successfully rework, complete or operate any specific
well, or will be able to operate sufficient wells to achieve a consistent positive cash flow or to achieve profitability.



Our
success will likely depend on the continuing availability of certain disposal wells.

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



4







We
may not be sufficiently insured or insured against all potential liabilities.

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



We
may not be able obtain the necessary permits.

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



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

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



Our
business may fail.

There
is limited operating history upon which to base an assumption that we will be able to achieve our revised business plans. Our
salt water disposal operations are subject to all of the risks inherent in the establishment of a new business enterprise, including
the lack of significant operating history and potential undercapitalization. There can be no assurance that future operations
will be profitable. Revenues and profits, if any, will depend upon various factors, including our ability to acquire suitable
assets and to maintain our existing customer base and attract new customers. There can be no assurance we will achieve our projected
goals or accomplish our business plans; and such failure could have a material adverse effect on our operations and our stockholders.
If we are not able to achieve and maintain operating revenues, we could fail and you could lose your entire investment.



We
will require additional funding to implement our business plan.

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



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

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



Competition
may adversely affect us.

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



5







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

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



| | ● | personal injury or loss of life;                                           
| | - | ---------------------------------------------------------------------------
| | ● | damage to or destruction of property and equipment and the environment; and
| | ● | suspension of operations.                                                  



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



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

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



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



| | ● | result in increased costs associated with our operations and our customers’ operations;
| | - | ---------------------------------------------------------------------------------------
| | ● | increase other costs to our business;                                                  
| | ● | adversely impact overall drilling activity in the areas in which we plan to operate;   
| | ● | reduce the demand for carbon-based fuels; and                                          
| | ● | reduce the demand for our services.                                                    





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



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

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



| | ● | cap and trade system for emissions;                                                          
| | - | ---------------------------------------------------------------------------------------------
| | ● | increase environmental limits on exploration and production activities;                      
| | ● | repeal of expensing of intangible drilling costs;                                            
| | ● | increase of the amortization period for geological and geophysical costs to seven years;     
| | ● | repeal of percentage depletion;                                                              
| | ● | limits on hydraulic fracturing or disposal of hydraulic fracturing fluids;                   
| | ● | repeal of the domestic manufacturing deduction for oil and natural gas production;           
| | ● | repeal of the passive loss exception for working interests in oil and natural gas properties;
| | ● | repeal of the credits for enhanced oil recovery projects and production from marginal wells; 
| | ● | repeal of the deduction for tertiary injectants;                                             
| | ● | changes to the foreign tax credit limitation calculation; and                                
| | ● | changes to healthcare rules and regulations.                                                 





6







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

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



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

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



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

Our future financial condition may be impacted
by the level of oil and natural gas market prices. Oil and natural gas prices historically have been volatile and likely will continue
to be volatile in the future, especially given world geopolitical conditions. In addition, our cash flow from operations is somewhat
dependent on the prices that we receive for oil sold from our disposal operations. The price volatility in the oil and natural
gas market also affects the cash flow and operations of our customers and their ability to purchase our services. The prices for
oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:



| | ● | the level of consumer demand for oil and natural gas;                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | the domestic and foreign supply of oil and natural gas;                                                                                                    
| | ● | the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil and natural gas price and production controls;
| | ● | the price of foreign oil and natural gas;                                                                                                                  
| | ● | domestic governmental regulations and taxes;                                                                                                               
| | ● | the price and availability of alternative fuel sources;                                                                                                    



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



Loss of key employees and sponsors
could adversely affect our business.

Our success is dependent upon the continued
services and skills of our key employees and certain large stockholders. The loss of services or participation of any of these
key individuals could have a negative impact on our business because of their skills and industry experience and the difficulty
of promptly finding qualified replacements.



Risks Related to Our Common Stock



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

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



We may issue additional shares of
preferred stock.

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



There may be future dilution of
our common stock.

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





7







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

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



|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------



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



|Item 2. | Description of Properties.
|------- | --------------------------



Our principal executive offices are located
at 220 Travis St., Shreveport, Louisiana 71101.



CTT has three operating wells near Chico,
Texas. Two of these well locations have small buildings for well monitoring and operations. We also own 7.49 acres in Harrison
County, Texas on which three of our disposal wells are located, along with a small office and repair shop for the operation of
these wells.



We are obligated under long-term leases
for the use of land where seven of our disposal wells are located. The leases are for extended periods. The first lease expires
on February 7, 2023 (with two options to renew for an additional 10 years each). The second lease expires on December 1, 2034 with
a one-year renewal option. The aggregate monthly lease payments for the disposal well leases are $9,000.



Disposal Wells. We currently have
seven disposal wells licensed by the State of Texas for the disposal of salt water and certain drilling fluids. We receive fees
from the use of our wells from our own operations or by third parties who contract for the use of our disposal wells. Our disposal
wells and their locations are as follows:



|Company                        |  | Well Name     |  | Permit # |  | Location                                                                                                              |  | State |  | Own/ Lease |  | Lease Term Exp. |  | Lease Terms      
|------------------------------ |  | ------------- |  | -------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ----- |  | ---------- |  | --------------- |  | -----------------
|Coffman Disposal, LLC          |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trull Disposal Well, LLC       |  | Trull 1       |  | 11954    |  | Trull Lease, Well No. 1, Seventy Day (Congl) Field, Wise County, RRC District 09                                      |  | TX    |  | Lease      |  | 12/1/2034       |  | $1,500 per month 
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trull Well #2, LLC             |  | Trull 2       |  | 12180    |  | Trull Lease, (19617), Well No. 2, Seventy Day (Congl) Field, Wise County, RRC District 09                             |  | TX    |  | Lease      |  | 12/1/2034       |  | Included in above
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trull Well #3 LLC (in process) |  | Trull 3       |  | 13300    |  | Trull (000000) Lease Boonsville Field, Wise County RRC District 09                                                    |  | TX    |  | Lease      |  | not completed   |  | $1,500 per month 
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Brunson Well, LLC              |  | Brunson 1     |  | 11779    |  | Brunson Kenneth Lease (30152) Lease, Well No.1 WD, Boonsville (Bend Congl., Gas ) Field, Wise County, RRC District 09 |  | TX    |  | Lease      |  | 6/7/2032        |  | $4,000 per month 
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Brunson Well, LLC              |  | Brunson 2     |  | 12533    |  | Brunson Kenneth Lease (30152), Well No. 2 Boonesville (Bend Congl., Gas) Field, Wise County, RRC District 09          |  | TX    |  | Lease      |  | 6/7/2032        |  | Included in above
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trinity Disposal Wells, LLC    |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trinity Disposal Wells, LLC    |  | Barker - Hope |  | 17034    |  | Barker-Hope Lease, (016675), Well No. 4, Scottsville, NW (Page 6400) Field, Harrison County, RRC District 06          |  | TX    |  | Lease      |  | 5-year renewals |  | $1,000 per month 
|                               |  |               |  |          |  |                                                                                                                       |  |       |  |            |  |                 |  |                  
|Trinity Disposal Wells, LLC    |  | Shaw          |  | 16705    |  | Shaw, Jim Lease, (029412), Well No. 1, Bethany (Pettit) Field, Harrison County RRC District 06                        |  | TX    |  | Lease      |  | 5-year renewals |  | $1,000 per month 









8







|Item 3. | Legal Proceedings
|------- | -----------------



TBD



PART II



|Item 5. | Market For Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
|------- | ----------------------------------------------------------------------------------------------------------------



Prices for our common stock are quoted
in the over-the-counter Pink Sheets maintained by the National Quotation Bureau (NQB) owned Pink Sheet OTC Market, Inc. and our
ticker symbol is FOSI.PK. The following table shows the high and low bid information for our common stock for each quarter during
the indicated periods.



|QUARTER                           |  |  |   | LOW
    BID |  |  |   | HIGH
    BID | 
|--------------------------------- |  |  | - | ----------- |  |  | - | ------------ | 
|Quarter ending March 31, 2018     |  |  | $ | 0.33        |  |  | $ | 0.65         | 
|Quarter ending June 30, 2018      |  |  | $ | 0.33        |  |  | $ | 0.42         | 
|Quarter ending September 30, 2018 |  |  | $ | 0.38        |  |  | $ | 0.60         | 
|Quarter ending December 31, 2018  |  |  | $ | 0.17        |  |  | $ | 1.00         | 



|QUARTER                           |  |  |   | LOW BID |  |  |   | HIGH BID | 
|--------------------------------- |  |  | - | ------- |  |  | - | -------- | 
|Quarter ending March 31, 2017     |  |  | $ | 0.35    |  |  | $ | 0.76     | 
|Quarter ending June 30, 2017      |  |  | $ | 0.21    |  |  | $ | 0.30     | 
|Quarter ending September 30, 2017 |  |  | $ | 0.13    |  |  | $ | 0.27     | 
|Quarter ending December 31, 2017  |  |  | $ | 0.25    |  |  | $ | 0.80     | 



The above information was obtained from
the Pink Sheet OTC Market, Inc. web site. Because these are over-the-counter market quotations, these quotations reflect inter-dealer
prices, without retail mark-up, markdown or commissions and may not represent actual transactions.
We have 974 shareholders of record for our common stock as of December 31, 2018.





|Item 6. | Selected Financial Data
|------- | -----------------------





Not applicable as we are a smaller reporting
company.



|Item 7. | Management’s
                                         Discussion and Analysis of Financial Condition and Results of Operations.
|------- | -------------------------------------------------------------------------------------------------------------------------------



Management’s Discussion and Analysis
of Financial Condition and Results of Operations for the Twelve Months Ended December 31, 2018 and 2017.



Cautionary Statement

Statements in this report, which are not
purely historical facts, including statements regarding the Company’s anticipations, beliefs, expectations, hopes, intentions
or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934,
as amended. All forward-looking statements in this report are based upon information available to us on the date of the report.
Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from
events or results described in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements.



Recent Financial Developments

None.







9







Results of Operations

For the year ended December 31, 2018, we
reported a net loss of approximately $0.9 million as compared to a net loss of approximately $1.4 million for the year ended December
31, 2017.



Revenue. Total revenue was flat
at approximately $1.1 million for the year ended December 31, 2018 compared to approximately $1.1 million for the year ended December
31, 2017.



Expenses. The components of our costs and expenses for
the years ended December 31, 2018 and 2017 are as follows:





|                                             |  |      |           |  |      |   |           | % Increase | 
|-------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---------- | 
|Costs and expenses                           |  | 2018 |           |  | 2017 |   |           | (Decrease) | 
|                                             |  |      |           |  |      |   |           |            | 
|Operating Expenses                           |  | $    | 613,889   |  |      | $ | 857,383   |            | 
|General and administrative                   |  |      | 832,316   |  |      |   | 438,078   |            | 
|Write off of net book value of disposal well |  |      | —         |  |      |   | 248,358   |            | 
|Depreciation and amortization                |  |      | 574,872   |  |      |   | 632,809   |            | 
|Total costs and expenses                     |  | $    | 2,021,077 |  |      | $ | 2,176,628 |            | 







Lower repair and maintenance expenses caused
a decrease in operating expenses for the year ended December 31, 2018.



The increase in general and administrative
costs for the year ended December 31, 2018 is caused by stock compensation expense. Stock compensation was $356,556 for the year
ended December 31, 2018 compared to $0 for the year ended December 31, 2017.



During 2017, the Company suspended operations
at one of the disposal wells in East Texas. The well is no longer operational, and the net book value of the disposal well was
written-off in 2017. The write-off of the net book value resulted in a loss of $248,358 recorded in 2017.



Other (Income) Expense. Other (income) expenses for the
year ended December 31, 2018 included $439,305 of interest expense compared to $871,260 of interest expense for the year ended
December 31, 2017. Other (income) expense for the year ended December 31, 2018 and December 31, 2017 included gains of $438,596
and $525,522, respectively for extinguishment of debt. These gains were due to the reduction of accounts payable with vendors through
write offs of dormant accounts.



We have not recorded federal income tax expense for the years
ended December 31, 2018 and 2017 because of our net operating loss carry forwards. In addition, since there is continued uncertainty
as to the realization of a deferred tax asset, we have not recorded any deferred tax benefits.







10







Liquidity and Capital Resources



Cash Flows and Liquidity



As of December 31, 2018, we had total current
assets of $101,211. Our total current liabilities as of December 31, 2018 were approximately $10.7 million, including approximately
$8.0 million of debt classified as current liabilities. We had a working capital deficit of approximately $10.6 million as of December
31, 2018 compared to a working capital deficit of approximately $10.6 million as of December 31, 2017.



Management is working closely with our
current lenders to fund operations through current cash flows and pay interest costs when excess cash becomes available. Management
also plans to work with our current lenders and debt holders to lower our cost of borrowing by renegotiating the terms of our existing
debt and potentially offering debt holders an opportunity to exchange their debt for equity in the Company. There can be no assurance
that management’s plan will succeed.



Our ability to obtain access to additional
capital through third parties or other debt or equity financing arrangements is contingent upon our ability to locate adequate
financing or equity investments on commercially reasonable terms. There can be no assurance that we will be able to obtain such
financing on acceptable terms.



The following table summarizes our sources
and uses of cash for the years ended December 31, 2018 and 2017:





|                                          |  | 2018 |         |   | 2017 |  
|----------------------------------------- |  | ---- | ------- | - | ---- | -
|                                          |  |      |         |   |      |  
|Net cash used in operating activities     |  | $    | (10,656 | ) |      | $
|                                          |  |      |         |   |      |  
|Net cash provided by Investing activities |  |      | 29,413  |   |      |  
|                                          |  |      |         |   |      |  
|Net cash used in financing activities     |  |      | (9,755  | ) |      |  
|Net decrease in cash                      |  | $    | 9,002   |   |      | $







As of December 31, 2018, we had $26,158
in cash and cash equivalents, an increase of $9,002 from December 31, 2017. The increase was due to cash provided by investing
activities of $29,413 offset by cash used by operating activities of $10,656 and cash used by financing activities of $9,755. Net
cash used in financing activities was $0 for the year ended December 31, 2017.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



As
a smaller reporting company, we are not required to complete this item.



11







|Item
    8. | CONSOLIDATED
    FINANCIAL STATEMENTS.
|----------- | --------------------------------------



FRONTIER
OILFIELD SERVICES, INC.



INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES





|                                                                                                           | PAGE
|---------------------------------------------------------------------------------------------------------- | ----
|                                                                                                           |     
|Report of Independent Registered Public Accounting Firm                                                    | F-1 
|                                                                                                           |     
|Consolidated Balance Sheets – December 31, 2018 and 2017                                                   | F-2 
|                                                                                                           |     
|Consolidated Statements of Operations-For the Years Ended December 31, 2018 and 2017                       | F-3 
|                                                                                                           |     
|Consolidated Statements of Cash Flows-For the Years Ended December 31, 2018 and 2017                       | F-4 
|                                                                                                           |     
|Consolidated Statements of Changes in Stockholders’ Deficit For the Years Ended December 31, 2018 and 2017 | F-5 
|                                                                                                           |     
|Notes to Consolidated Financial Statements                                                                 | F-6 





12







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of Frontier Oilfield
Services, Inc.



Opinion on the Financial Statements



We have audited the accompanying consolidated
balance sheets of Frontier Oilfield Services, Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and
2017 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended,
and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December
31, 2018 and 2017, and the results of its consolidated operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.



Explanatory Paragraph –
Going Concern



The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated
financial statements, the Company has suffered recurring losses from operations since inception and has a working capital deficiency
both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



Basis for Opinion



These consolidated financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our
audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe
that our audits provide a reasonable basis for our opinion.



/s/ Turner, Stone & Company, L.L.P.



Dallas, Texas

April 1, 2019



We have served as the Company’s auditor since 2006.







F- 1







FRONTIER
OILFIELD SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                     |  |                      |             |   |                      |  
|-------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ----------- | - | -------------------- | -
|                                                                                                                     |  | December
    31,2018 |             |   | December
    31,2017 |  
|                                                                                                                     |  |                      |             |   |                      |  
|ASSETS                                                                                                               |  |                      |             |   |                      |  
|Current Assets:                                                                                                      |  |                      |             |   |                      |  
|Cash                                                                                                                 |  | $                    | 26,158      |   |                      | $
|Accounts receivable,
    net                                                                                         |  |                      | 75,053      |   |                      |  
|Advance to shareholder                                                                                               |  |                      | —           |   |                      |  
|Total current assets                                                                                                 |  |                      | 101,211     |   |                      |  
|                                                                                                                     |  |                      |             |   |                      |  
|Property and equipment,
    at cost                                                                                  |  |                      | 7,616,948   |   |                      |  
|Less: accumulated
    depreciation                                                                                   |  |                      | (4,811,127  | ) |                      |  
|Property and equipment,
    net                                                                                      |  |                      | 2,805,821   |   |                      |  
|                                                                                                                     |  |                      |             |   |                      |  
|Intangibles, net                                                                                                     |  |                      | 262,190     |   |                      |  
|Other assets                                                                                                         |  |                      | 2,302       |   |                      |  
|Total other assets                                                                                                   |  |                      | 264,492     |   |                      |  
|Total Assets                                                                                                         |  | $                    | 3,171,524   |   |                      | $
|                                                                                                                     |  |                      |             |   |                      |  
|LIABILITIES
    AND STOCKHOLDERS’ DEFICIT                                                                            |  |                      |             |   |                      |  
|Current Liabilities:                                                                                                 |  |                      |             |   |                      |  
|Current
    maturities of long-term debt, primarily stockholders, net of deferred loan fees                          |  | $                    | 7,951,247   |   |                      | $
|Accounts payable                                                                                                     |  |                      | 1,033,622   |   |                      |  
|Accrued liabilities                                                                                                  |  |                      | 1,711,170   |   |                      |  
|Total current liabilities                                                                                            |  |                      | 10,696,039  |   |                      |  
|Long-term debt,
    less current maturities                                                                          |  |                      | —           |   |                      |  
|Total Liabilities                                                                                                    |  |                      | 10,696,039  |   |                      |  
|Commitments and
    Contingencies (Note 9)                                                                           |  |                      |             |   |                      |  
|Stockholders’
    Deficit:                                                                                           |  |                      |             |   |                      |  
|Common stock- $.01
    par value; authorized 100,000,000 shares;                                                     |  |                      |             |   |                      |  
|14,760,178
    and 13,868,788 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively |  |                      | 147,603     |   |                      |  
|Additional paid-in
    capital                                                                                       |  |                      | 35,266,295  |   |                      |  
|Accumulated
    deficit                                                                                              |  |                      | (42,938,413 | ) |                      |  
|Total stockholders’
    deficit                                                                                      |  |                      | (7,524,515  | ) |                      |  
|Total
    Liabilities and Stockholders’ Deficit                                                                      |  | $                    | 3,171,524   |   |                      | $



The
accompanying notes are an integral part of these consolidated financial statements.







F- 2







FRONTIER
OILFIELD SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                            |  | For the Year Ended |           
|------------------------------------------- |  | ------------------ | ----------
|                                            |  | December 31, 2018  |           
|                                            |  |                    |           
|Revenue, net of discounts                   |  | $                  | 1,135,491 
|Costs and expenses:                         |  |                    |           
|Operating costs                             |  |                    | 613,889   
|General and administrative                  |  |                    | 475,760   
|Stock based compensation                    |  |                    | 356,556   
|Write off net book value of disposal well   |  |                    | —         
|Depreciation and amortization               |  |                    | 574,872   
|Total costs and expenses                    |  |                    | 2,021,077 
|Operating loss                              |  |                    | (885,586  
|Other (income) expense:                     |  |                    |           
|Interest expense                            |  |                    | 439,305   
|Gain on extinguishment of debt              |  |                    | (438,596  
|Total Other (income) expense                |  |                    | 709       
|                                            |  |                    |           
|Loss before provision for income
taxes      |  |                    | (886,295  
|Provision for income taxes                  |  |                    | —         
|Net loss                                    |  | $                  | (886,295  
|                                            |  |                    |           
|Net loss per common share – Basic           |  | $                  | (0.06     
|                                            |  |                    |           
|Weighted Average Common Shares Outstanding: |  |                    |           
|Basic                                       |  |                    | 14,237,269



The
accompanying notes are an integral part of these consolidated financial statements.





F- 3







FRONTIER
OILFIELD SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|--------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | -------- | - | ------------------------------------------------------------------------------------------------- | -
|                                                                            |  | For the Year Ended                                                                                |         
|                                                                            |  | December 31,
                                                                                2018 |          |   | December 31,
                                                                                2017 |  
|Cash Flows from Operating Activities:                                       |  |                                                                                                   |          |   |                                                                                                   |  
|Net loss                                                                    |  | $                                                                                                 | (886,295 | ) |                                                                                                   | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                                                                                   |          |   |                                                                                                   |  
|Depreciation and amortization                                               |  |                                                                                                   | 574,872  |   |                                                                                                   |  
|Amortization of deferred loan fees to interest expense                      |  |                                                                                                   | —        |   |                                                                                                   |  
|Gain on extinguishment of debt                                              |  |                                                                                                   | (438,596 | ) |                                                                                                   |  
|Write off net book value of disposal well                                   |  |                                                                                                   | —        |   |                                                                                                   |  
|Stock based compensation                                                    |  |                                                                                                   | 356,556  |   |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Changes in operating assets and liabilities:                                |  |                                                                                                   |          |   |                                                                                                   |  
|(Increase) decrease in operating assets:                                    |  |                                                                                                   |          |   |                                                                                                   |  
|Accounts receivable                                                         |  |                                                                                                   | (5,091   | ) |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Increase (decrease) in operating liabilities:                               |  |                                                                                                   |          |   |                                                                                                   |  
|Accounts payable                                                            |  |                                                                                                   | (49,330  | ) |                                                                                                   |  
|Accrued liabilities                                                         |  |                                                                                                   | 437,228  |   |                                                                                                   |  
|Net cash used in operating activities                                       |  |                                                                                                   | (10,656  | ) |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Cash Flows from Investing Activities:                                       |  |                                                                                                   |          |   |                                                                                                   |  
|Repayment of advance to shareholder                                         |  |                                                                                                   | 29,413   |   |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Net cash provided by investing activities                                   |  |                                                                                                   | 29,413   |   |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Cash Flows from Financing Activities:                                       |  |                                                                                                   |          |   |                                                                                                   |  
|Payments on debt                                                            |  |                                                                                                   | (9,755   | ) |                                                                                                   |  
|Net cash used in financing activities                                       |  |                                                                                                   | (9,755   | ) |                                                                                                   |  
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Net increase (decrease) in cash                                             |  |                                                                                                   | 9,002    |   |                                                                                                   |  
|Cash at beginning of the period                                             |  |                                                                                                   | 17,156   |   |                                                                                                   |  
|Cash at end of the period                                                   |  | $                                                                                                 | 26,158   |   |                                                                                                   | $
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Supplemental Cash Flow Disclosures                                          |  |                                                                                                   |          |   |                                                                                                   |  
|Interest paid                                                               |  | $                                                                                                 | 33,637   |   |                                                                                                   | $
|Taxes paid                                                                  |  | $                                                                                                 | —        |   |                                                                                                   | $
|                                                                            |  |                                                                                                   |          |   |                                                                                                   |  
|Settlement of liabilities through common stock issuance                     |  | $                                                                                                 | —        |   |                                                                                                   | $



The
accompanying notes are an integral part of these consolidated financial statements.





F- 4







FRONTIER
OILFIELD SERVICES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT





|                          |  |              |            |  |           |   |         | Additional  |  |   |               |  |  | Total   |           
|------------------------- |  | ------------ | ---------- |  | --------- | - | ------- | ----------- |  | - | ------------- |  |  | ------- | ----------
|                          |  | Common Stock |            |  | Paid-In   |   |         | Accumulated |  |   | Stockholders’ | 
|                          |  | Shares       |            |  | Par Value |   |         | Capital     |  |   | Deficit       |  |  | Deficit |           
|Balance December 31, 2016 |  |              | 11,855,276 |  |           | $ | 118,553 |             |  | $ | 32,925,243    |  |  | ($      | 40,666,449
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Common stock issuance     |  |              | 2,013,512  |  |           |   | 20,136  |             |  |   | 1,993,410     |  |  |         | —         
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Net Loss                  |  |              | —          |  |           |   | —       |             |  |   | —             |  |  |         | (1,385,669
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Balance December 31, 2017 |  |              | 13,868,788 |  |           | $ | 138,689 |             |  | $ | 34,918,653    |  |  | ($      | 42,052,118
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Common stock issuance     |  |              | 891,390    |  |           |   | 8,914   |             |  |   | 347,642       |  |  |         | —         
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Net Loss                  |  |              | —          |  |           |   | —       |             |  |   | —             |  |  |         | (886,295  
|                          |  |              |            |  |           |   |         |             |  |   |               |  |  |         |           
|Balance December 31, 2018 |  |              | 14,760,178 |  |           | $ | 147,603 |             |  | $ | 35,266,295    |  |  | ($      | 42,938,413





The
accompanying notes are an integral part of these consolidated financial statements.







F- 5







FRONTIER
OILFIELD SERVICES, INC.



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



|1. | BUSINESS
    ACTIVITIES
|-- | -----------------------



Frontier
Oilfield Services, Inc. a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier”,
“FOSI”, or the “Company”), was organized on March 24, 1995. The accompanying consolidated financial statements
include the accounts of the Company and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. (CTT)
and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal &
Trucking, LLC and Trinity Disposal Wells, LLC.



Frontier
operates its business in the oilfield service industry and is primarily involved in the disposal of saltwater and other oilfield
fluids in Texas. The Company currently owns and operates nine disposal wells in Texas, six within the Barnett Shale in North Texas
and three in East Texas near the Louisiana state line. The Company’s customers include national, integrated, and independent
oil and gas exploration companies.



|2. | GOING
    CONCERN
|-- | -----------------



The
Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”)
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated
deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue
as a going concern.



In
order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things,
to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop
new and stable sources of revenue sufficient to meet its operating expenses.



The
Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement
management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales
of non-performing assets and conversions of debt to equity, and reduce costs to achieve profitable operations. The accompanying
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate sufficient
cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis.
The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations
and business plan will be available or, if available, such financing will be on satisfactory terms.



|3. | SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ----------------------------------------------



Principles
of Consolidation



The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation.



Use
of Estimates



The
preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ significantly from previously estimated amounts.



Revenue
Recognition



The
Company recognizes revenues when services are rendered, field tickets are approved, signed and received, and when payment is determinable
and reasonably assured. The Company extends short-term, unsecured credit to its customers for amounts invoiced.



On
January 1, 2018 the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” using the modified
retrospective method. Adoption of the new revenue standard had no impact on the Company’s consolidated balance sheet, results
of operations, equity or cash flows as of the adoption date and the Company does not expect and further material impact to its
consolidated financial statements on an ongoing basis as a result of adopting the revenue standard.



Sales
of crude oil are included in revenue when such crude oil is extracted from fluid received for disposal and sold to a customer
in fulfillment of performance obligations under the terms of the agreed contracts. Performance obligations for crude oil sales
are satisfied once the crude oil has been transferred to the customer. In each case, the term between delivery and when payments
are due is not significant.



F- 6











The
following table disaggregates the Company’s revenue by source for the years ended December 31, 2018 and 2017:







|                                      |  | Year
    ended                                            |           |  | Year
    ended        |  
|------------------------------------- |  | --------------------------------------------------------- | --------- |  | --------------------- | -
|                                      |  | December
                                         31,2018 |           |  | December
    31, 2017 |  
|                                      |  |                                                           |           |  |                       |  
|Disposal fees for disposed
    fluids |  | $                                                         | 852,697   |  |                       | $
|Crude oil sales                       |  |                                                           | 282,794   |  |                       |  
|                                      |  |                                                           |           |  |                       |  
|                                      |  | $                                                         | 1,135,491 |  |                       | $





Cash



For
purposes of the consolidated statements of cash flows, cash includes demand deposits, time deposits, certificates of deposit and
short-term liquid investments with original maturities of three months or less when purchased. The Federal Deposit Insurance Corporation
provides coverage for all accounts of up to $250,000. As of December 31, 2018, and 2017, none of the Company’s cash was
more than federally insured limits.



Accounts
Receivable



The
Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of
its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations.
The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection
information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice.
Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based
on individual credit evaluation and specific circumstances of the customer. As of December 31, 2018, and 2017, the Company’s
allowance for doubtful accounts was $146,441 and $146,441, respectively. The Company wrote off $0 and $10,778 of accounts receivable
against the allowance for doubtful accounts in 2018 and 2017 respectively.



At
December 31, 2018 and 2017, the Company had the following customer concentrations.







|               |  | Percentage
    of Revenue |    |   | Percentage
    of Accounts Receivable | 
|-------------- |  | ------------------------- | -- | - | ------------------------------------- | 
|               |  | 2018                      |    |   | 2017                                  | 
|               |  |                           |    |   |                                       | 
|Customer
    A |  |                           | 32 | % |                                       | 
|Customer B     |  |                           | *  |   |                                       | 
|Customer C     |  |                           | 29 | % |                                       | 
|Customer D     |  |                           | 23 | % |                                       | 
|Customer E     |  |                           | *  |   |                                       | 
|Customer F     |  |                           | *  |   |                                       | 





*
Less than 10%



Property
and Equipment



The
Company’s property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets for financial reporting purposes. Maintenance and repair costs are expensed when incurred, while major
improvements are capitalized. The cost of assets sold or abandoned, and the related accumulated depreciation are eliminated from
the accounts and any gains or losses are charged or credited to operations in the respective period. The estimated useful lives
are as follows:





|                                          |  |                 |  | Cost             |           
|----------------------------------------- |  | --------------- |  | ---------------- | ----------
|                                          |  | Estimated       |  | December
    31, |           
|Asset
    Description                     |  | Useful
    Life |  | 2018             |           
|                                          |  |                 |  |                  |           
|Vehicles                                  |  | 5-7 years       |  | $                | 3,450     
|Disposal wells                            |  | 5-14 years      |  |                  | 7,029,243 
|Disposal well under
    construction      |  | Non-depreciable |  |                  | 539,255   
|Office technology                         |  | 5-7 years       |  |                  | 45,000    
|Total
    property and equipment, at cost |  |                 |  | $                | 7,616,948 
|Less
    accumulated depreciation         |  |                 |  |                  | (4,811,127
|Property
    and equipment, net           |  |                 |  | $                | 2,805,821 







During
2017, the Company suspended operations at one of the disposal wells in East Texas. The well is no longer operational, and the
net book value of the disposal well was written-off in 2017. The write-off of the net book value resulted in a loss of $248,358
recorded in 2017.





F- 7







Long-Lived
Assets



The
Company periodically reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be realizable. An impairment loss would be recognized when estimated future cash flows
expected to result from the use of the asset and its eventual disposition is less than its carrying amount. No impairment charges
were recorded in 2017 or 2016.We estimated the fair value using the comparable sales method.



Asset
retirement obligations



ASC
Topic 410, Asset Retirement and Environmental Obligations, requires companies to recognize a liability for an asset retirement
obligation (ARO) at fair value in the period in which the obligation is incurred, if a reasonable estimate of fair value can be
made. This obligation relates to the future costs of plugging and abandoning the Company’s disposal wells, the removal of
equipment and facilities, and returning such land to its original condition.



The
Company has not recorded an ARO for the future estimated reclamation costs associated with the operation of the Company’s
disposal wells. The Company is not able to determine the estimated life of its wells and is unable to determine a reasonable estimate
of the fair value associated with this liability. The Company believes that any such liability would not be material to the consolidated
financial statements taken as a whole.



Equity
Instruments Issued for Goods and Services



The
Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value
of the award on the grant date. That cost is recognized in the consolidated financial statements over the period during which
the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital.



Fair
Value Measurements



U.S.
GAAP defines fair value as the price that would be received for an asset or paid to transfer a liability (exit price) in an orderly
transaction between market participants in the principal or most advantageous market for the asset or liability. U.S. GAAP also
classifies the inputs used to measure fair value into the following hierarchy:



| | Level
    1: | Quoted
    prices in active markets for identical assets or liabilities.                                                                                                                                                                                  
| | ------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |              |                                                                                                                                                                                                                                                           
| | Level
    2: | Quoted
    prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in
    markets that are not active, or inputs other than quoted prices that are observable for the asset or liability.
| |              |                                                                                                                                                                                                                                                           
| | Level
    3: | Unobservable
    inputs for the asset or liability.                                                                                                                                                                                                       



The
following table sets forth the non-financial items measured at fair value on a non-recurring basis as of December 31, 2018. All
items were categorized as Level 3 within the fair value hierarchy.



|Description    |  | Balance
    Sheet Location      |  | December
    31, 2018 |           |  | Categorization | 
|-------------- |  | ------------------------------- |  | --------------------- | --------- |  | -------------- | 
|Well permits   |  | Intangibles,
    net            |  | $                     | 250,000   |  |                | 
|Disposal wells |  | Property and equipment,
    net |  | $                     | 2,800,000 |  |                | 



Fair
Value of Financial Instruments



In
accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value
of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information
in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring basis, consequently, the Company did
not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or
losses reported in the consolidated statements of operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held during the years ended December 31, 2018 and 2017, except as disclosed.



F- 8







Income
Taxes



Income
taxes are accounted for under the asset and liability method. 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 bases. 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. Income
tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities.



Earnings
Per Share (EPS)



Basic
earnings per common share was calculated by dividing net income or loss by the weighted average number of shares outstanding during
the year. Diluted earnings per common share was calculated by adjusting outstanding shares, assuming conversion of all potentially
dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance
of shares that would have an antidilutive effect on earnings per common share. Anti-dilution results from an increase in earnings
per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. The table below
sets forth the reconciliation for net loss and weighted average shares used for calculating basic and diluted earnings per share.





|                                                   |  | 2018 |            |   | 2017 |  
|-------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Earnings
    (numerator)                           |  |      |            |   |      |  
|Net loss                                           |  | $    | (886,295   | ) |      | $
|Net loss available
    to common shareholders      |  | $    | (886,295   | ) |      | $
|                                                   |  |      |            |   |      |  
|Shares (denominator)                               |  |      |            |   |      |  
|Weighted average common shares outstanding (basic) |  |      | 14,237,269 |   |      |  
|                                                   |  |      |            |   |      |  
|Loss per share (basic)                             |  | $    | (0.06      | ) |      | $







|4. | RECENT
    ACCOUNTING PRONOUNCEMENTS
|-- | ------------------------------------



In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance on a single comprehensive
model for entities to use in accounting for revenue arising from contracts with customers. The effective date for this ASU, which
was deferred by ASU 2015-14 issued in August 2015, is for fiscal years beginning after December 15, 2017. In March 2016, the FASB
also issued ASU 2016-08, an amendment to the guidance in ASU 2014-09 which revises the structure of the indicators to provide
indicators of when the entity is the principal or agent in a revenue transaction, and eliminated two of the indicators (“the
entity’s consideration is in the form of a commission” and “the entity is not exposed to credit risk”)
in making that determination. This amendment also clarifies that each indicator may be more or less relevant to the assessment
depending on the terms and conditions of the contract. In April 2016, the FASB also issued ASU 2016-10, which clarifies the implementation
guidance on identifying promised goods or services and on determining whether an entity’s promise to grant a license with
either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the
entity’s intellectual property (which is satisfied over time). The amendments, collectively, should be applied retrospectively
to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company adopted
this ASU on January 1, 2018 using the modified retrospective transition method. Under the modified retrospective method, the Company
would recognize the cumulative effect of initially applying the ASU as an adjustment to opening retained earnings at the date
of initial application. The Company did not have any material adjustments at the date of adoption. The comparative periods have
not been restated.



In
January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which
provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The guidance
will be effective for the fiscal year beginning after December 15, 2017, including interim periods within that year. The Company
adopted this ASU on January 1, 2018. There was no material effect on the financial statements for the year ended December 31,
2018 as a result of adoption of this ASU.



In
February 2016, the FASB issued ASU 2016-02, Leases,which will, among other impacts, change the criteria under which leases
are identified and accounted for as on- or off-balance sheet. The guidance will be effective for the fiscal year beginning after
December 15, 2018, including interim periods within that year. Once effective, the new guidance must be applied on a modified
retrospective basis to leases existing at the beginning of the earliest period presented in the financial statements. The Company
will adopt this ASU on January 1, 2019 and is in the process of evaluating the impacts of the adoption of this ASU, however we
do not expect adoption of this ASU to have a material impact to our results of operations.



F- 9







|5. | INTANGIBLE
    ASSETS
|-- | ---------------------



In
connection with the acquisition of CTT, the Company acquired intangible assets consisting of disposal well permits and customer
relationships. The Company valued the disposal well permits using the build-out (Greenfield) valuation technique. The customer
relationships were valued by the Company using the excess earnings valuation technique.



Disposal
well permits are definite-life intangible assets, which are amortizable over their estimated useful life. The intangible assets,
net of amortization as of December 31, 2018 and 2017 were as follows:





|                          |  | December
    31, 2018
|------------------------- |  | ---------------------
|                          |  |                      
|                          |  | Gross                
|Intangible Assets         |  |                      
|Disposal
    well permits |  | $                    





|                          |  | December
    31, 2017
|------------------------- |  | ---------------------
|                          |  |                      
|                          |  | Gross                
|Intangible Assets         |  |                      
|Disposal
    well permits |  | $                    



Future
amortization expense for definite-life intangible assets as of December 31, 2018 is as follows:





|Years
    Ending |  |   | Amortization | 
|---------------- |  | - | ------------ | 
|December
    31, |  |   | Expense      | 
|2019             |  | $ | 73,176       | 
|2020             |  |   | 73,176       | 
|2021             |  |   | 73,176       | 
|2022             |  |   | 42,662       | 
|                 |  | $ | 262,190      | 







|6. | BORROWINGS
|-- | ----------



Outstanding
borrowings as of December 31, 2018 and 2017 were as follows:



|                                                |  | December
    31, |            |   | December
    31, |  
|----------------------------------------------- |  | ---------------- | ---------- | - | ---------------- | -
|                                                |  | 2018             |            |   | 2017             |  
|                                                |  |                  |            |   |                  |  
|Revolving
    credit facility and term loan (a) |  | $                | 747,757    |   |                  | $
|Term note (b)                                   |  |                  | 4,321,065  |   |                  |  
|Loans from stockholders
    (c) (d)             |  |                  | 2,870,484  |   |                  |  
|Installment notes (e)                           |  |                  | 11,941     |   |                  |  
|Total debt                                      |  |                  | 7,951,247  |   |                  |  
|Less
    current portion                        |  |                  | (7,951,247 | ) |                  |  
|Total
    long-term debt                        |  | $                | —          |   |                  | $





F- 10







|   | a.                      | The
    Revolving Credit Facility and Term Loan have a maturity date of July 23, 2017 and a default interest rate, which is the base
    rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of December 31, 2016. The loans are secured by all
    the Company’s properties and assets except for its disposal wells wherein the Senior Loan Facility has a subordinated
    secured position with an accredited investor. As of December 31, 2018, the Company was not in compliance with its debt covenants
    under the Senior Loan Facility and the lender had not exercised its rights under the Senior Loan Facility. The outstanding
    balance of the Senior Loan Facility is included in current liabilities at December 31, 2018 because the Company did not comply
    with its debt covenants, including the timely payment of interest and principal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | b.                      | The
                                         Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement
                                         on July 23, 2012 with ICON (the “Loan Agreement”). On December 27, 2014 an
                                         affiliate of an accredited investor who is also a stockholder purchased the note payable
                                         under the Loan Agreement. The accredited investor assumed the terms and conditions of
                                         the Loan Agreement. The Loan Agreement provides the lender with a senior secured position
                                         on the Company’s disposal wells and a subordinated position to the Senior Loan
                                         Facility on all other Company properties and assets. As of December 31, 2018, the Company
                                         did not comply with its debt covenants under the Loan Agreement and the lender had not
                                         exercised its rights under the Loan Agreement. The outstanding balance of the note pursuant
                                         to the Loan Agreement is included in current liabilities at December 31, 2018 because
                                         that the Company was not in compliance with its debt covenants, including the timely
                                         payment of interest.
        
        On
        June 30, 2017, the Holder of the Loan Agreement agreed to exchange the outstanding accrued interest on the Loan Agreement
        for common stock in the company and agreed to lower the interest rate on the Loan Agreement to 3% per annum effective
        July 1, 2017.
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | c.                      | On
    May 27, 2014 an accredited investor, who is also a stockholder in the Company, entered into a loan agreement with the Company
    for $2,783,484. As of December 31, 2018, and 2017, the principal balance of the note was $2,783,484. The note bears interest
    at 9% per annum. The terms of the note require the cash payment of one-half of the interest cost monthly (4.5% per annum),
    and the remaining half is accrued as payment in kind interest. The note and all accrued interest were due and payable in November
    27, 2015. The principal and interest on the note payable are past due according to its terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | d.                      | On
    March 21, 2014 the CEO of the Company, who is also a stockholder in the Company entered into a promissory note agreement whereby
    the CEO loaned the Company $87,000. The promissory note has an interest rate of 7% per annum. The note was to have been repaid
    in installments throughout the year ended December 31, 2014 with a portion of the repayment conditioned upon the sale of certain
    of the Company’s disposal wells. The principal and interest on the note payable to the CEO is past due according to
    its terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | e.                      | The
    Company has an installment loan with a principal balance at December 31, 2018 of $11,941, which was used to acquire property
    and equipment for use in the Company’s operations. The loan matured in September 2017 and has an interest rate of 5.69%
    and monthly minimum payments of $5,377. The holder of the installment loan foreclosed on the collateral of the loan in September
    2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                         | On
                                         June 30, 2017, an affiliate of an accredited investor who is also a principal stockholder
                                         agreed to exchange approximately $2.0 million in accounts payable and accrued liabilities
                                         for 2,013,546 shares of common stock of the Company. The liabilities exchanged for common
                                         stock included the affiliates full interest in the accrued interest payable to the stockholder
                                         associated with the Term Loan Agreement and the Senior Loan Facility. The 2,013,546 shares
                                         of common stock were issued on August 31, 2017. In connection with the exchange, the
                                         holder of the Term Loan Agreement agreed to lower the interest rate on the Loan Agreement
                                         to 3% per annum effective July 1, 2017                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | EQUITY
    TRANSACTIONS
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





| |  | On
                                         June 30, 2017, an affiliate of an accredited investor who is also a principal stockholder
                                         agreed to exchange approximately $2.0 million in accounts payable and accrued liabilities
                                         for 2,013,546 shares of common stock of the Company. The 2,013,546 shares of common stock
                                         were issued on August 31, 2017.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F- 11









|8. | STOCK
                                         BASED COMPENSATION
|-- | -----------------------------------------------------------------



| |  | On
    July 2, 2018, the Company issued an aggregate of 891,390 shares of common stock to the members of the Board of Directors and
    outside consultants. Two members of the Board of Directors received 250,000 shares each. One member of the Board of Directors
    received 100,000 shares. Outside consultants to the Company received an aggregate of 291,390 shares in exchange for their
    services to the Company. The Company recorded stock compensation expense of $356,556 for the year ended December 31, 2018
    associated with the stock issuance.                                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | Under
    the terms of the Company’s employment agreement with Mr. O’Donnell, Mr. O’Donnell receives a grant of 6,250
    shares of the Company’s common stock per quarter and a grant of 1,000 shares of the Company’s common stock times
    the number of years of completed service issued annually. In addition, Mr. O’Donnell receives options to purchase up
    to 15,000 of the Company’s common stock per calendar quarter at an exercise price equal to the ending bid price of the
    last market day prior to the date of the option award. The option exercise period for the option is up to two years from its
    date of issuance, at which time the option expires. Due to the Company’s operating performance, no grants were made
    to Mr. O’Donnell for the years ended December 31, 2018 or 2017 under this provision of his employment agreement.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|9. | COMMITMENTS
    AND CONTINGENCIES
|-- | ---------------------------------



| | a. | The
    Company is obligated for $1,039,810 under long-term leases for the use of land where seven of its disposal wells are located.
    Two of the leases are for extended periods. The first lease expires on February 7, 2023 (with two options to renew for an
    additional 10 years each). The second lease expires on December 1, 2034 with no option to renew. The monthly lease payment
    for the disposal well leases is $9,000. Rent expense for the year ended December 31, 2018 and 2017 was $116,320 and $132,483,
    respectively. Following is a schedule of lease payments by year:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Years
    Ending |  |   | Disposal | 
|---------------- |  | - | -------- | 
|December
    31, |  |   | Wells    | 
|2019             |  | $ | 84,000   | 
|2020             |  |   | 84,000   | 
|2021             |  |   | 84,000   | 
|2022             |  |   | 84,000   | 
|2023             |  |   | 40,000   | 
|Thereafter       |  |   | 393,000  | 
|                 |  | $ | 769,000  | 







| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company
    accrues costs and legal costs associated with these matters when they become probable and the amount can be reasonably estimated.
    The Company’s management does not expect any liability from the disposition of such claims and litigation individually
    or taken together would have a material adverse impact on the Company’s consolidated financial position, results of
    operations and cash flows.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | c. | The Company realized a reduction in certain liabilities for accounts payable with certain vendors through a combination of
    expiration of the statute of limitations and write offs of dormant accounts. This activity resulted in a one-time gain on
    extinguishment of debt of $438,596 for the year ended December 31, 2018 and $525,522 for the year ended December 31, 2017.                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   





F- 12









|10. | INCOME
    TAXES
|--- | ----------------



The
Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences
that would mandate deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carry forwards, a
valuation allowance was made to the extent of any tax benefit that net operating losses may generate. No provision for income
taxes was recorded for the year ended December 31, 2018 and 2017 due to the Company’s net operating loss carry forward from
prior years.



The
following table reconciles income tax expense and rate base on the statutory rate to the Company’s income tax expense.



|                                                        |  | Year
    Ended December 31, 2018 |          |   | Year
    Ended December 31, 2017 | 
|------------------------------------------------------- |  | -------------------------------- | -------- | - | -------------------------------- | 
|                                                        |  | Amount                           |          |   | Percentage                       | 
|Computed
    “expected” income tax benefit              |  | $                                | (186,000 | ) |                                  | 
|Increase
    (decrease) in income taxes resulting from: |  |                                  |          |   |                                  | 
|Changes
    in estimates                                |  |                                  | 266,000  |   |                                  | 
|Changes
    in valuation allowance                      |  |                                  | (80,000  | ) |                                  | 
|Provision
    for federal and state income tax          |  | $                                | —        |   |                                  | 



Deferred
Income Taxes



Deferred
income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. The components of our deferred taxes are as follows:



|                                       |  | Years
    Ended December 31, |           
|-------------------------------------- |  | ---------------------------- | ----------
|                                       |  | 2018                         |           
|Deferred
    tax assets (liabilities): |  |                              |           
|Net
    operating loss benefit         |  | $                            | 6,821,090 
|Bad
    debt allowance                 |  |                              | 31,263    
|Stock
    based compensation           |  |                              | 254,100   
|Gain
    on sale of assets             |  |                              | 438,142   
|Depreciation
    and amortization      |  |                              | (3,443,174
|Total
    deferred tax assets          |  |                              | 4,101,421 
|Valuation
    allowance                |  |                              | (4,101,421
|Net
    deferred tax assets            |  | $                            | —         



At
December 31, 2018 and 2017, the Company has net operating loss carry forwards of approximately $31.7 million and $30.9 million,respectively, remaining for federal income tax purposes. Net operating loss carry forwards may be used in future years to
offset taxable income subject to compliance with Section 382 of the Internal Revenue Code. The federal net operating loss carry
forwards will expire in 2019 through 2035.



|11. | RELATED
    PARTY TRANSACTION
|--- | -----------------------------



As
of December 31, 2018, and 2017, the Company advanced $0 and $29,413, respectively to an entity owned by one of the principal shareholders
of the Company. The cash is held in an investment account of the entity and is due on demand to the Company at any time. The advance
is non-interest bearing and is not evidenced by any written agreement.





F- 13









|Item
    9. | Changes
    in and Disagreements with Accountants and Financial Disclosure.
|----------- | ---------------------------------------------------------------------------



NONE



|Item
    9A. | Controls
    and Procedures.
|------------ | ----------------------------



Our
management evaluated, with the participation of our Chief Executive Officer (CEO) the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) as of the end of the period covered by this annual report on Form 10-K. In making
this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on that evaluation, management, including our CEO, concluded our
internal controls over financial reporting were not effective in that there was a material weakness as of December 31, 2018.



A
material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or
detected on a timely basis by our internal controls.



Management
has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of
resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate
accounting qualifications related to our unique industry accounting and disclosure rules. Management has outsourced certain financial
functions to mitigate the material weakness in internal control over financial reporting. We are also reviewing its finance and
accounting staffing requirements.



This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting
firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.



Limitations
on the Effectiveness of Controls.

Our
management, including the CEO, does not expect that its disclosure controls or its internal controls will prevent all errors and
all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within the company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Scope
of the Controls Evaluation.

The
CEO evaluation of our disclosure controls and the company’s internal controls included a review of the control objectives
and design, the controls implementation by the company and the effect of the controls on the information generated for use in
this report. In the course of the Controls Evaluation, the CEO sought to identify data errors, controls problems or acts of fraud
and to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation
is to be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our quarterly
reports on Form 10-Q and annual report on Form 10-K. Our internal controls are also evaluated on an ongoing basis by other personnel
in the company’s organization and by our independent auditors in connection with their audit. The overall goals of these
various evaluation activities are to monitor our disclosure controls and our internal controls and to make modifications as necessary;
the company’s intent in this regard is that the disclosure controls and the internal controls will be maintained as dynamic
systems that change (reflecting improvements and corrections) as conditions warrant.



Among
other matters, the company sought in its evaluation to determine whether there were any “significant deficiencies”
or “material weaknesses” in our internal controls, or whether we had identified any acts of fraud involving personnel
who have a significant role in the internal controls. This information was important both for the control evaluation generally
and because item 5 in the Section 302 Certifications of the CEO requires that the CEO disclose that information to the Audit Committee
of our Board and to our independent auditors and report on related matters in this section of the Report. In the professional
auditing literature, “significant deficiencies” represent control issues that could have a significant adverse effect
on the ability to record, process, summarize and report financial data in the consolidated financial statements. A “material
weakness” is defined in the auditing literature as a particularly serious significant deficiency where the internal control
does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would
be material in relation to the consolidated financial statements and not be detected within a timely period by employees in the
normal course of performing their assigned functions. We also sought to deal with other controls matters in the controls evaluation,
and in each case if a problem was identified, the company considered what revision, improvement and/or correction to make in accordance
with the on-going procedures.



13







|Item
    9B. | Other
    Information
|------------ | ---------------------



NONE



PART
III



|Item
    10. | Directors,
    Executive Officers and Corporate Governance.
|------------ | -----------------------------------------------------------



Our
current executive officers and directors, their ages and present positions with Frontier are identified below. Our directors hold
office until the next annual meeting of the shareholders following their election or appointment and until their successors have
been duly elected and qualified. Our officers are elected by and serve at the pleasure of our Board of Directors.



|NAME                    |  | AGE |  | POSITION                              
|----------------------- |  | --- |  | --------------------------------------
|Donald
    Ray Lawhorne |  | 75  |  | Chief
    Executive Officer, Director 
|Dick
    O’Donnell      |  | 75  |  | Executive
    Vice President, Director
|John
    L. Stimpson    |  | 49  |  | Director                              



DONALD
RAY LAWHORNE is a Director and was named Chairman and Chief Executive Officer of Frontier Oilfield Services, Inc., effective July
29, 2013 and was previously President, CEO and Director of Pacesetter Management, Inc.; a Director of Orchard Holdings Group,
LLC; Manager of Pacesetter Investment Partners, LLC, the general partner for Pacesetter Growth Fund, LP; and Manager of Pacesetter
Associates LLC. Mr. Lawhorne has held the aforementioned positions since May 1997. Mr. Lawhorne was also President, CEO and Director
of Alliance Enterprise, Inc. from March 1994 to February 2010. Mr. Lawhorne has an MBA from Pepperdine University and a BBA from
Southern Methodist University.



BERNARD
R. O’DONNELL is the Executive Vice President for our Company. Mr. O’Donnell began with the Company in April 2005.
From April 2005 to December 31, 2010 Mr. O’Donnell was also the President and managing principal for Euro American Capital
Corporation, a FINRA licensed broker dealer. He has over 36 years of diversified experience in financial sales, investment banking
and brokerage operations. He has held series 7, 24, 63, and 66 securities licenses. Mr. O’Donnell has an MBA and a BS degree
in Business and Industrial Management from San Jose State University.



JOHN
L. STIMPSON is currently the President and owner in a number of enterprises including Gulf Trading, LLC an importer and exporter
of forest products from 1998 to present and Point Logistics, LLC an asset- based carrier and brokerage firm from 2005 to present.
He is also currently a partner in Stimpson Properties, LLC a residential and commercial real estate management company, a position
he began in 1998 and from 1996 to present he is owner/president of Pan American Mayal S.A. a real estate investment and development
company located in Costa Rica. Mr. Stimpson has a Bachelor of Arts Degree from the University of Alabama.



We
have adopted a code of ethics and conduct entitled Frontier Oilfield Services, Inc. Code of Business Conduct and Ethics for Employees,
Executive Officers and Directors. The code of ethics and conduct was revised and updated on April 30, 2014. The code of ethics
and conduct applies to all of our employees including our principal executive officer, our principal financial officer and our
principal accounting officer or any other employees performing a similar service to the Company.



|Item
    11. | Executive
    Compensation.
|------------ | ---------------------------



Compensation
Discussion and Analysis



Our
executive compensation program is designed to create strong financial incentive for our officers to increase revenues, profits,
operating efficiency and returns, which we expect to lead to an increase in shareholder value. Our Board of Directors conduct
periodic reviews of the compensation and benefits programs to ensure that they are properly designed to meet corporate objectives,
overseeing of the administration of the cash incentive and equity-based plans and developing the compensation program for the
executive officers. Our executive compensation program includes four primary elements. Three of the elements are performance oriented
and taken together; all constitute a flexible and balanced method of establishing total compensation for our executive officers.





14









Our
executive compensation program is intended to be simple and clear, and consists of the following elements (depending on individual
performance):



| | ● | Base
    salary;                 
| | - | ---------------------------------
| | ● | Annual
    incentive plan awards;
| | ● | Stock-based
    compensation; and
| | ● | Benefits.                        



The
following objectives guide the Board of Directors in its deliberations regarding executive compensation matters:



| | ● | Provide
    a competitive compensation program that enables us to retain key executives;                                                            
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Ensure
    a strong relationship between our performance results and those of our segments and the total compensation received by an
    individual;
| | ● | Balance
    annual and longer-term performance objectives;                                                                                          
| | ● | Encourage
    executives to acquire and retain meaningful levels of common shares; and                                                              
| | ● | Work
    closely with the Chief Executive Officer to ensure that the compensation program supports our objectives and culture.                      



We
believe that the overall compensation of executives should be competitive with the market in which we compete for executive talent.
This market consists of both the oil and gas exploration industry and oil and gas service-based industries in which we compete
for executive talent. In determining the proper amount for each compensation element, we review publicly available compensation
data, as well as the compensation targets for comparable positions at similar corporations within these industries. We also consider
the need to maintain levels of compensation that are fair among our executive officers given differences in their respective responsibilities,
levels of accountability and decision authority.



Compensation
Committee



We
have a compensation committee of our Board of Directors that is chaired by John Stimpson. The Board of Directors is authorized
to create certain committees, including a compensation committee.



Compensation
Committee Interlocks and Insider Participation



The
compensation committee of our Board of Directors consists of the all members of the Board of Directors, John Stimpson, Don Lawhorne
and Bernard O’Donnell, and each participates in making compensation decisions. Bernard O’Donnell serves as an Executive
Vice President in addition to serving as a director.



Role
of Management in Determining Compensation Decisions



At
the request of our Board of Directors, our management makes recommendations to our Board of Directors relating to executive compensation
program design, specific compensation amounts, equity compensation levels and other executive compensation related matters for
each of our executive officers, including our Chief Executive Officer. Our Board of Directors maintains decision-making authority
with respect to these executive compensation matters.



Our
Board of Directors reviews the recommendations of our management with respect to total executive compensation and each element
of compensation when making pay decisions.



The
objectives and details of why each element of compensation is paid are described below.



Base
Salary. Our objective for paying base salaries to executives is to reward them for performing the core responsibilities of
their positions and to provide a level of security with respect to a portion of their compensation. We consider a number of factors
when setting base salaries for executives, including:



| | ● | Existing
    salary levels;                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------
| | ● | Competitive
    pay practices;                                                                                  
| | ● | Individual
    and corporate performance; and                                                                   
| | ● | Internal
    equity among our executives, taking into consideration their relative contributions to our success.



Stock-Based
Compensation. The executive officers’ stock-based compensation is derived from their employment Agreements.



Donald
Ray Lawhorne, Chief Executive Officer. Currently Mr. Lawhorne does not have an employment agreement with the Company. Mr.
Lawhorne received stock-based compensation only in connection with his position as a member of our Board. The Board elected to
suspend all stock-based compensation in 2014 as part of our cost cutting and restructuring measures.





15







Bernard
(“Dick”) O’Donnell, Executive Vice President. The Company executed an Employment Agreement with Mr. O’Donnell
on December 1, 2011. The stock-based compensation section of the Agreement is as follows:



1.
Shares. The Executive will be entitled to the issuance of certain common stock of Frontier for services rendered. Upon execution
of this Agreement, 100,000 shares of the Company’s common stock will be set aside for distribution to the Executive on a
per annual basis (25,000 shares per quarter) beginning 90 days after Executive begins this employment agreement. (25,000 Frontier
common shares to be issued each quarter).



2.
Stock Grant and Options. The Executive will receive, as part of his annual compensation for his services the following annual
stock grant and options:



a)
Grant: Executive shall annually receive 5,000 common shares of the Company’s common stock times his number of years completed
service to the Corporation to a maximum of 100,000 shares.



b)
Option: Executive shall receive the right to purchase up to 15,000 shares of the Company’s common stock per calendar quarter
at an exercise price equal to the ending bid price of the last market day prior to the date of the option award. The option exercise
period for each option will be up to two years from its date of issuance, at which time the option will expire. In the event of
a change in ownership, all unexercised options will be accelerated to the current monthly period.



Benefits.
The Company offers life, disability, medical and dental benefits to its employees. In addition, CTT sponsors a 401(k) defined
contribution plan covering substantially all of its employees. CTT is required and generally matches contributions up to a maximum
of 4% of the participant’s contributions.



Summary
Compensation Table

The
following table sets forth the annual and log-term compensation with respect to the year ended December 31, 2018 paid or accrued
by us on behalf of the executive officers named.





|                                |  |      |  |   |                                                     |  |   |                                                    |  |   |                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                   |  | Long
    Term Compensation
    Awards |                                                                                                                                                                                                                                |  |  |                                                                                                                                                                                                                                                                                                                                                   
|------------------------------- |  | ---- |  | - | --------------------------------------------------- |  | - | -------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name
    and Principal Position |  | Year |  |   | Salary
                                         ($) |  |   | Bonus
                                         ($) |  |   | Options
                                                                          Awards
                                         (1)
                                                                          ($) |  |   | Stock
                                                                          Awards
                                         (1)
                                                                          ($) |  |                                       | Restricted
                                                                           Stock
                                         Awards (1)
                                                                           ($) |  |  | Securities
                                                                          Underlying
                                                                          Restricted
                                                                          Stock
                                                                          (#)
|Donald
    Ray Lawhorne,        |  | 2018 |  | $ | —                                                   |  | $ | —                                                  |  | $ | —                                                                                                                                                                                                                   |  | $ | —                                                                                                                                                                                                                 |  | $                                     | —                                                                                                                                                                                                                              |  |  | —                                                                                                                                                                                                                                                                                                                                                 
|Chief Executive Officer         |  | 2017 |  | $ | —                                                   |  | $ | —                                                  |  | $ | —                                                                                                                                                                                                                   |  | $ | —                                                                                                                                                                                                                 |  | $                                     | —                                                                                                                                                                                                                              |  |  | —                                                                                                                                                                                                                                                                                                                                                 
|                                |  |      |  |   |                                                     |  |   |                                                    |  |   |                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                   |  |                                       |                                                                                                                                                                                                                                |  |  |                                                                                                                                                                                                                                                                                                                                                   
|Dick O’Donnell,                 |  | 2018 |  | $ | —                                                   |  | $ | —                                                  |  | $ | —                                                                                                                                                                                                                   |  | $ | —                                                                                                                                                                                                                 |  | $                                     | —                                                                                                                                                                                                                              |  |  | —                                                                                                                                                                                                                                                                                                                                                 
|Executive Vice President        |  |      |  |   |                                                     |  |   |                                                    |  |   |                                                                                                                                                                                                                     |  |   |                                                                                                                                                                                                                   |  |                                       |                                                                                                                                                                                                                                |  |  |                                                                                                                                                                                                                                                                                                                                                   
|& Director                      |  | 2017 |  | $ | —                                                   |  | $ | —                                                  |  | $ | —                                                                                                                                                                                                                   |  | $ | —                                                                                                                                                                                                                 |  | $                                     | —                                                                                                                                                                                                                              |  |  | —                                                                                                                                                                                                                                                                                                                                                 





Option
Grants



There
were no stock options granted to the named executive officers for the years ended December 31, 2018 and December 31, 2017.



Aggregated
Option Exercises in This Year and Year-End Option Values



There
were no option exercises and year-end options for the named executive officers.



Employment
Agreements





Donald
Ray Lawhorne, Chief Executive Officer. Currently Mr. Lawhorne does not have an employment agreement with us.



Bernard
(“Dick”) O’Donnell, Executive Vice President. We amended Mr. O’Donnell’s Employment Agreement
on January 1, 2013. Under the terms of the Agreement Mr. O’Donnell is entitled to receive an initial annual base salary
of $60,000 plus benefits enumerated therein unless otherwise altered by the Board with respect to all executives of the Company.
Under the Agreement Mr. O’Donnell is also entitled to certain stock-based compensation for services rendered as disclosed
in the “Stock-Based Compensation” section above.





16







Termination
of Employment and Change of Control Arrangement



If
Mr. O’Donnell terminates employment with the Company by mutual agreement, death, disability or termination Mr. O’Donnell’s
Employment Agreement provides for the payment of the base salary through the date of termination plus the value of all accrued,
earned and unused benefits under the Standard Benefit Plans, plus the accrued Net Profits Interest (except for termination with
cause), if any, to date of termination, plus any vested pension and retirement benefits to the date of termination. In addition,
if Mr. O’Donnell terminates employment as a result of disability, the Company will provide long term disability benefits
to which Mr. O’Donnell may be eligible (if any) in accordance with the Company’s then existing Standard Benefit Plans.



There
is no compensatory plan or arrangement with respect to any individual named above which results or will result from a change in
our control. There are no agreements or understandings, whether written or unwritten, concerning any type of compensation, whether
present, deferred or contingent, that is based on or otherwise relates to an acquisition, merger, consolidation, sale or other
disposition of all or substantially all assets of the Company.



Compensation
of Directors

The
shareholders of the Company approved the election of the three directors on October 12, 2011. The sitting of the directors became
effective 20 days after the mailing of the Information Statement to our shareholders, or on or about November 3, 2011. The board
elected to suspend stock compensation as part of the Company’s cost cutting and restructuring measures.



Compensation
Committee Report

Our
Board of Directors reviewed and discussed the Compensation Discussion and Analysis with management and, based on such discussion,
included the Compensation Discussion and Analysis in this Annual Report on Form 10-K.



|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|------------ | ---------------------------------------------------------------------------------------------------



As
of December 31, 2018, we had 14,760,178 shares of our common stock outstanding. The following table sets forth the stock ownership
of the officers, directors and shareholders then holding more than 5% of our common stock:





17







|Title
    of Class                                                                      |  | Name
    and Address of Owner |            | Number
    of Shares Owned |           | Percent
     of Class
|--------------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | -------------------------- | --------- | ---------------------
|                                                                                        |  |                               |            |                            |           |                      
|Common
    Stock                                                                        |  | NEWTON
    W. DORSETT         |            |                            | 3,420,289 |                      
|                                                                                        |  | 220 TRAVIS STREET             |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | KENNETH OWENS                 |            |                            | 2,701,168 |                      
|                                                                                        |  | P.O. BOX 4122                 |            |                            |           |                      
|                                                                                        |  | ROSWELL, NM 88203             |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | BRYAN WALKER LLC              |            |                            | 716,048   |                      
|                                                                                        |  | 220 TRAVIS STREET #501        |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | HANNAH JANE DORSETT           |            |                            | 686,000   |                      
|                                                                                        |  | 220 TRAVIS STREET             |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | HOLLIS GENE DORSETT           |            |                            | 685,999   |                      
|                                                                                        |  | 220 TRAVIS STREET             |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | SAMANTHA HOPE DORSETT         |            |                            | 685,999   |                      
|                                                                                        |  | 220 TRAVIS STREET             |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | HELEN ELIZABETH DORSETT       |            |                            | 685,999   |                      
|                                                                                        |  | 220 TRAVIS STREET             |            |                            |           |                      
|                                                                                        |  | SHREVEPORT, LA 71101          |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | BERNARD R. O'DONNELL          |            |                            | 486,750   |                      
|                                                                                        |  | 3505 WOODHAVEN DRIVE          |            |                            |           |                      
|                                                                                        |  | FARMERS BRANCH, TX
    75234  |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | DON LAWHORNE                  |            |                            | 368,000   |                      
|                                                                                        |  | 6720 PARKWOOD BLVD.           |            |                            |           |                      
|                                                                                        |  | DALLAS, TX 75024              |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|Common Stock                                                                            |  | JOHN STIMPSON                 |            |                            | 118,000   |                      
|                                                                                        |  | 16943 COUNTY ROAD #3          |            |                            |           |                      
|                                                                                        |  | FAIRHOPE, AL 36532            |            |                            |           |                      
|                                                                                        |  |                               |            |                            |           |                      
|All Directors and Officers as a Groud and Shareholders Owning More than 5% of the Class |  |                               | 10,554,252 |                            |           |                      





18











| | Item
    13. | Certain
    Relationships and Related Transactions and Director Independence.
| | ------------ | -----------------------------------------------------------------------------



John
Stimpson is the only independent board member. Don Lawhorne is our Chief Executive Officer and one of our board members. Bernard
O’Donnell is an Executive Vice President and one of our board members.



| | Item
                          14. | Principal
                                         Accounting Fees and Services
| | ---------------------------------- | -------------------------------------------------------------------------------



Audit
Fees



The
aggregate fees billed by our independent auditors, for professional services rendered for the audit of our annual consolidated
financial statements on Form 10-K and the reviews of the financial reports included in our Quarterly Reports on Form 10-Q for
the years ended December 31, 2018 and 2017 amounted to $40,630 and $62,080, respectively.



Tax
Fees



Fees
billed by our auditors for professional services in connection with tax compliance, tax advice or tax planning for the year ended
December 31, 2018 and 2017 was $6,000 and $9,705.



All
Other Fees



Our
auditors billed no fees for services other than those described above under “Audit Fees” and “Tax Fees”
for the year ended December 31, 2018 and 2017.



Board
of Directors Pre-Approval Policies and Procedures

In
December 2003, the Board of Directors adopted policies and procedures for pre-approving all audit and non-audit services provided
by our independent auditors prior to the engagement of the independent auditors with respect to such services. Under the policy,
our independent auditors are prohibited from performing certain non-audit services and are pre-approved to perform certain other
non-audit and tax related services if the aggregate fees for such pre-approved non-audit and tax related services do not exceed
a pre-set minimum.



19







PART
IV



| | Item
    15. | Exhibits,
    Financial Statement Schedules.
| | ------------ | --------------------------------------------



Financial
Statement Schedules



The
following have been made part of this report and appear in Item 8 above.



Report
of Independent Registered Public Accounting Firm



Consolidated
Balance Sheets – December 31, 2018 and 2017



Consolidated
Statements of Operations-

For
the Years Ended December 31, 2018 and 2017



Consolidated
Statements of Cash Flows-

For
the Years Ended December 31, 2018 and 2017



Consolidated
Statements of Changes in Stockholders’ Equity (Deficit)

For
the Years Ended December 31, 2018 and 2017



Notes
to Consolidated Financial Statements



Exhibits



|ExhibitNumber | Description                                                                                                                                                                                      
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                  
|3.1           | Articles of Incorporation of TBX Resources,
    Inc. (as filed with the Texas Secretary of State on March 24, 1995)                                                                              
|3.3           | Articles of Amendment of the Articles of Incorporation
    of TBX Resources, Inc. (as filed with the Texas Secretary of State on July 23, 2001)                                                  
|3.6           | Amended and Restated Bylaws of Frontier Oilfield
    Services, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed February 28, 2012 (File
    No. 000-30746).
|4.2           | Blank Check Preferred Stock Designation of 2013
    Series A 7% Convertible Preferred Stock (as filed with the Texas Secretary of State on October 15, 2013)                                     
|4.3           | Blank Check Preferred Stock Designation of 2014
    Series A 7% Convertible Preferred Stock (as filed with the Texas Secretary of State on February 20, 2015)                                    
|31.1          | Certification of our President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  
|32.1          | Certification of our President and Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                  





20







SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the April 8, 2019.





|FRONTIER OILFIELD SERVICES, INC. | 
|-------------------------------- | 
|                                 | 
|SIGNATURE:                       | 
|                                 | 



In
accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the
capacities indicated, on the April 8, 2019.



|Signatures                   |  | Capacity                           | 
|---------------------------- |  | ---------------------------------- | 
|                             |  |                                    | 
|/s/ Don
    Lawhorne         |  | Director, Chief Executive Officer  | 
|                             |  |                                    | 
|/s/ Bernard
    R. O’Donnell |  | Director, Executive Vice President | 
|                             |  |                                    | 
|/s/ John
    L. Stimpson     |  | Director                           | 







21