UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

T		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
For the quarterly period ended June 30, 2014
or		or
£		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File No. 333-184443

COIL TUBING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	76-0625217
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

22305 Gosling Road, Spring, Texas	77389
(Address of principal executive offices)	(Zip code)

19511 Wied Rd., Suite E

Spring, Texas 77388

(Address of former principal executive offices)(Zip Code)

(281) 651-0200

Registrant's telephone number, including area code

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ~~Exchange~~ Exchange Act of 1934 during the preceding 12 months (or for such shortened 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 x o No ¨x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨o

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

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company x

The number of shares outstanding of the registrant's $0.001 par value common stock on ~~November~~August 141, ~~2013~~2014 is 15,651,827 shares.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~ 2013

($ in thousands except share data)

(Unaudited)

	September 30,			December 31,
	June 30,			December 31,
	2013			2012
	2014			2013
Assets
Current Assets:
Cash	$	1,~~083~~128		$	~~1,153~~902
Accounts receivable, net		21,~~135~~827			1,~~827~~875
Other current assets		6369			57112
Total Current Assets		3,~~281~~024			32,~~037~~889
Rental tools, net		32,~~236~~828			3,~~687~~034
Property and equipment, net		~~652~~1,474			~~534~~1,500
Intangible assets, net		~~974~~913			~~1,033~~953
Total Assets	$	8,~~143~~239		$	8,~~291~~376
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	~~349~~616		$	~~407~~332
Accrued liabilities		~~116~~247			73109
Related party notes payable - current		156			156
Note payable-related party, current portion		156			156
Notes payable - current		68			47
Notes payable, current portion		89			91
Total Current Liabilities		~~689~~1,108			~~683~~688
Long Term Liabilities:
Long-Term Liabilities:
Related party notes payable, net of current portion		130			246
Note payable-related party, net of current portion		13			91
Notes payable, net of current portion		~~194~~799			~~158~~799
Total Liabilities		1,~~013~~920			1,~~087~~578
Commitments and contingencies
Stockholders' Equity:
Preferred Stock, $.001 par value, 5,000,000 shares authorized
Series A Preferred Stock, $.001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding		–			–
Series A Preferred Stock, $.001 par value, 1,000,000 shares; authorized; 0 shares issued and outstanding
Series B Convertible Preferred Stock, $.001 par value, 1,000,000 shares authorized; 1,000,000 shares issued and outstanding		1			1
Series B Convertible Preferred Stock, $.001 par value, 1,000,000 shares authorized, issued and outstanding		1			1
Common Stock, $.001 par value, 200,000,000 shares authorized; 15,651,827 shares issued and outstanding at September 30, 2013 and December 31, 2012		16			16
Common Stock, $.001 par value, 200,000,000 shares authorized; 15,651,827 shares issued and outstanding at June 30, 2014 and December 31, 2013		16			16
Additional paid-in capital		9,~~725~~943			9,~~381~~841
Accumulated deficit		(23,~~612~~641	)		(23,~~194~~060	)
Total Stockholders' Equity		76,~~130~~319			76,~~204~~798
Total Liabilities and Stockholders' Equity	$	8,~~143~~239		$	8,~~291~~376

See accompanying notes to consolidated financial statements.

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and ~~Nine~~Six Months Ended ~~September~~ June 30, 2014 ~~2013~~ and ~~2012~~2013

($ in thousands except share data)

(Unaudited)

	Three Months Ended						~~Nine~~Six Months Ended
	September 30,						September 30,
	June 30,						June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Revenue:
Rental revenue	$	1,~~566~~333		$	1,~~664~~411		$	42,~~758~~582		$	53,~~907~~192
Product revenue		44312			~~177~~9			97331			~~280~~53
Total revenue		1,~~610~~645			1,~~841~~420			42,~~855~~913			63,~~187~~245
Cost of revenue:
Compensation and benefits		~~221~~263			~~230~~211			~~666~~476			~~707~~445
Material, supplies and support service		~~278~~287			~~288~~221			~~789~~498			~~918~~511
Facilities and support expenses		6349			8572			~~197~~90			~~313~~134
Depreciation of rental tools		~~278~~288			~~257~~273			~~819~~573			~~726~~541
Total cost of revenue		~~840~~887			~~860~~777			21,~~471~~637			21,~~664~~631
Gross profit		~~770~~758			~~981~~643			21,~~384~~276			31,~~523~~614
Operating Expenses:
Operating (Income) Expenses:
Compensation and benefits		~~202~~165			~~226~~211			~~682~~377			~~495~~480
Selling and marketing		~~395~~378			~~387~~377			~~1,246~~762			~~1,421~~851
General and administrative		~~264~~224			~~149~~152			~~644~~524			~~561~~380
Depreciation and amortization		7186			6170			~~208~~169			~~179~~136
Total operating expenses		932			823			2,780			2,656
(Gain) loss on sale of fixed assets		–			2			(1	)		3
Income (loss) from operations		(162	)		158			(396	)		867
Total operating expenses		853			812			1,831			1,850
Loss from operations		(95	)		(169	)		(555	)		(236	)
Other income (expense):
Loss on sale of fixed assets		(11	)		–			(15	)		–
Other income		–			–			1			5
Other income		–			–			6			–
Interest expense		(13	)		(4	)		(27	)		(8	)
Interest expense		(5	)		(4	)		(13	)		(13	)
Total other income (expense )		(13	)		(4	)		(26	)		(3	)
Total other income (expense )		(16	)		(4	)		(22	)		(13	)
Net loss	$	(108	)	$	(173	)	$	(581	)	$	(239	)
Net income (loss)	$	(178	)	$	154		$	(418	)	$	854
Net loss per common share :
Net income (loss) per share :
Basic and diluted loss	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.02	)
Basic earnings (loss)	$	(0.01	)	$	0.01		$	(0.03	)	$	0.05
Diluted earnings (loss)	$	(0.01	)	$	0.01		$	(0.03	)	$	0.04
Weighted average common shares outstanding:
Basic		15,651,827			16,411,333			15,651,827			16,409,314
Basic and diluted		15,651,827			15,651,827			15,651,827			15,651,827
Diluted		15,651,827			19,268,309			15,651,827			19,266,968

See accompanying notes to consolidated financial statements.

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2013 and~~2014 ~~2012~~and 2013

($ per thousands)

(Unaudited)

	Nine Months Ended
	June 30,
	September 30,
	2014			2013
	2013			2012
Cash Flows From Operating Activities:
Net income (loss)	$	(418	)	$	854
Net loss	$	(581	)	$	(239	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation		344			87
Stock option expense		102			228
Depreciation and amortization		~~1,027~~742			~~905~~677
Loss on sale of rental tools and equipment		15			–
(Gain) loss on sale of fixed assets		(1	)		3
Bad debt expense		1			30
Changes in:
Accounts receivable		~~(478~~47	)		(~~499~~110	)
Other current assets		(644	)		(416	)
Accounts payable		~~(58~~284	)		~~(759~~58	)
Accrued liabilities		43138			272
Net cash provided by operating activities		~~470~~775			~~641~~603
Cash Flows From Investing Activities:
Purchase of rental tools		(~~344~~463	)		(~~927~~319	)
Proceeds from sale of lost tools		~~144~~104			~~162~~113
Purchase of machinery and equipment		(~~280~~120	)		(~~120~~193	)
Net cash used in investing activities		(480	)		(885	)
Proceeds from sale of fixed assets		10			–
Net cash used in investing activities		(469	)		(399	)
Cash Flows From Financing Activities:
Proceeds from notes payable, net		57			(73	)
Proceeds from notes payable		53			74
Payments on related party notes payable		(117	)		(117	)
Payments on notes payable		(55	)		–
Proceeds from sale of common stock and warrants		–			1,452
Payments on related party notes payable		(78	)		(78	)
Net cash provided by (used in) financing activities		(60	)		1,262
Net cash used in financing activities		(80	)		(4	)
Net increase in cash		(70	)		1,018
Net increase (decrease) in cash		226			200
Cash at beginning of period		~~1,153~~902			~~226~~1,153
Cash at end of period	$	1,~~083~~128		$	1,~~244~~353
Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	1327		$	138
Income taxes	$	–		$	–

See accompanying notes to consolidated financial statements.

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

Nature of the Company

Coil Tubing Technology, Inc. (“we” or the “Company”) provides products and services to the oil and gas industry specializing in the design and production of proprietary tools for the coil tubing industry. The Company concentrates on three categories of coil tubing applications: tubing fishing, tubing work over and coil tubing drilling. The Company supplies a full line of tools to oil companies, coiled tubing operators and well servicing companies. The Company focuses on the development, marketing, sales and rental of advanced tools and related technical solutions for use with coil tubing and jointed pipe in the bottom hole assembly for the exploration and production of hydrocarbons. Historically, our revenues have been generated primarily from the rental of coil tubing products.

Basis of Accounting

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Coil Tubing Technology Holdings, Inc., a Nevada corporation and its Texas corporate subsidiaries, Total Downhole Solutions, Inc. (“TDS”), formerly Precision Machining Resources, Inc., Coil Tubing Technology, Inc. (“CTT Texas”) and Coil Tubing Technology Canada Inc., an Alberta, Canada corporation (“CTT Canada”). The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited ~~consolidated~~ consolidated financial statements and notes thereto contained in the Company's annual report for the year ended December 31, ~~2012~~ 2013 filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary ~~for~~ for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited ~~consolidated~~ consolidated financial statements for the most recent fiscal year ended December 31, ~~2012~~2013 as reported in Form 10-K have been omitted.

~~Reclassifications~~NOTE 2 – RENTAL TOOLS, NET

~~Certain~~Rental ~~amounts~~tools inare ~~the~~purchased ~~2012~~from ~~financial~~contract ~~statements~~manufacturers ~~have~~engaged ~~been~~to ~~reclassified~~produce tothe ~~conform~~Company’s patented or licensed products. These tools are rented or leased to a variety of well-servicing companies over the ~~2013~~life ~~financial~~of ~~statement~~the ~~presentation~~tool. ~~These~~Rental ~~reclassifications~~tools ~~have~~are nodepreciated ~~impact~~over ontheir estimated useful life of five years and are presented in the accompanying financial statements, net ~~income~~of accumulated depreciation of $3,737,000 and $3,172,000 as of June 30, 2014 and ~~(loss)~~December 31, 2013, respectively. For the six months ended June 30, 2014 and 2013, depreciation expense of $573,000, and $541,000, respectively, was included in the cost of revenue.

NOTE 23 – ~~RENTAL~~ACCOUNTS RECEIVABLE, ~~TOOLS~~NET

~~Rental~~As ~~tools are purchased from contract manufacturers engaged to produce the Company’s patented or licensed products. These tools are rented or leased to a variety~~ of ~~well-servicing companies~~June ~~over the life of the tool. Rental tools are depreciated over their estimated useful life of 5 years and are presented in the accompanying financial statements~~30, ~~net~~2014 ~~of accumulated depreciation of $3,236,000~~ and ~~$3,687,000 as of September 30, 2013 and~~ December 31, ~~2012, respectively. For the nine months ended September 30,~~ 2013 ~~and 2012~~, ~~depreciation expense of $819,000, and~~ ~~$726,000,~~accounts ~~respectively~~receivable, ~~was~~net ~~included~~consists inof the ~~cost~~following of(in ~~revenue.~~thousands):

NOTE 3 – ACCOUNTS RECEIVABLE

	2014			2013
Accounts receivable	$	1,932		$	1,980
Allowance for doubtful accounts		(105	)		(105	)
Accounts receivable, net	$	1,827		$	1,875

As of September 30, 2013 and December 31, 2012, accounts receivable consists of the following (in thousands):

	September 30, 2013			December 31, 2012
Accounts receivable	$	2,150		$	1,840
Allowance for doubtful accounts		(15	)		(13	)
Accounts receivable, net	$	2,135		$	1,827

NOTE 4 – NOTES PAYABLE

AsNotes payable as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012, the~~2013 ~~following~~are ~~notes~~as ~~payable were outstanding~~ follows (in thousands):

	September 30, 2013			December 31, 2012
	2014			2013
Notes payable – vehicle loans	$	262		$	205
Notes payable	$	888		$	890
Related party note payable - Jerry Swinford		286			402
Note payable-related party		169			247
Total debt		~~548~~1,057			~~607~~1,137
Less current portion – current portion – notes payable		(68	)		(47	)
Less current portion:
Less current portion – related party note payable		(156	)		(156	)
Note payable-related party		(156	)		(156	)
Long-term debt	$	324		$	404
Notes payable		(89	)		(91	)
Long-term debt	$	812		$	890

Building Loan

Effective October 25, 2013, the Company purchased a 6,000 square foot office/warehouse building and associated land located at 22305 Gosling Road, Spring, Texas 77389. The purchase price was $884,508. The Company obtained $649,000 of the purchase price by way of a loan from Independent Bank (formerly Bank of Houston), evidenced by a promissory note, which loan bears interest at 5% per annum for three years and the prime rate plus 1% thereafter (not to be less than 5%), and has a maturity date of October 25, 2018. Upon an event of default, the loan bears interest at the lesser of the rate of 5% above the then applicable interest rate of the note, and the greatest amount provided by law. Amortization payments based on a 20-year amortization schedule (initially $4,309 per month) are due on the loan until maturity (recalculated based on the then interest rate after the first three years of the loan). The amount due under the loan is secured by a Deed of Trust, Security Agreement and Financing Statement on the property purchased.

Vehicle Loans

The Company has entered into a number of loans for the purchase of vehicles used in its business. These vehicles are primarily used by sales and delivery personnel. These installment loans are generally two to six-year loans at interest rates varying from 4.99% to 7.84% and are secured by the vehicles and a personal guarantee of a corporate officer.

Related Party Notes Payable

In November 2010, the Company entered into an Intellectual Property Purchase Agreement (the “IP Agreement”) with Jerry Swinford, the Company’s then Chief Executive Officer and current Executive Vice President. Pursuant to the IP Agreement, the Company agreed to purchase the patents and pending patents owned and held by Mr. Swinford for $25,000 cash and $1,175,000 in the form of two promissory notes payable to Mr. Swinford (the “Swinford Notes”). The first note, in the amount of $475,000 was paid in full in January 2011. The second note in the amount of $700,000 is due on September 15, 2015, and is payable in equal monthly installments of $12,963. The notes are non-interest bearing. The ~~Company~~balance of the note at June 30, 2014 is $168,517. The Company also agreed to grant Mr. Swinford a security interest in all of the Company’s assets in connection with and to secure the repayment of the Swinford Notes and Coil Tubing Technology ~~Holding~~ Holdings, Inc., the Company’s wholly-owned subsidiary (“Holdings”) also agreed, pursuant to a Guaranty Agreement, to guaranty the repayment of the Swinford Notes.

In connection with the IP Agreement, Mr. Swinford agreed to cancel 1,000,000 shares of the Company’s Series A Preferred Stock. As a result of this cancellation, there was a change of control whereby Herbert C. Pohlmann obtained voting control over the Company. Mr. Swinford has a first priority security interest over the patents until such time as the promissory notes are satisfied in full.

Future maturities of the notes payable are as follows:

2014	$	245
2015		101
2016		83
2017		66
2018 and later		562
	$	1,057

NOTE 5 – STOCK OPTIONS

There were no options granted during the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~ 2014.

The Company recognized total option expense of $~~344~~102,000 and $228,000 for the ~~nine~~six months ended ~~September~~June 30, 2014 and 2013, respectively. The remaining amount of unamortized options expense at ~~September~~ June 30, ~~2013~~2014 was $~~440~~223,000. The intrinsic value of outstanding and exercisable options at ~~September~~June 30, ~~2013~~2014 was ~~$1,020,000 and $170,000,~~ ~~respectively~~$-0-.

NOTE 6 – MAJOR CUSTOMERS

The Company had gross sales of $42,~~855~~913,000 and $63,~~187~~245,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. The Company had two customers each representing approximately 1910% ~~and 15%~~ of gross sales and 39two customers representing approximately 18% and 1712% of total accounts receivable for the ~~nine~~six months ended June ~~and as of September~~ 30, ~~2013~~2014. The Company had two customers that represented approximately 1521% and 1113% of gross sales and 2148% and 1314% of total accounts receivable for the ~~nine~~six months ended ~~and~~June ~~as of September~~ 30, ~~2012~~2013.

NOTE 7 – CONTINGENCIES

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations other than the proceeding described below. We may become involved in other material legal proceedings in the future.

On July 25, 2013, Eric Cohen (a shareholder of the Company) filed a lawsuit against the Company, Jerry Swinford (the Executive Vice President and director of the Company), Jason Swinford (the Chief Executive Officer and director of the Company) and Herbert C. Pohlmann (the Company’s majority shareholder and former director)(collectively, the “Defendants”) in the 61st Judicial District Court for Harris County, Texas (Cause No. 2013-43593). The suit seeks monetary damages in excess of $1 million in connection with compensatory damages ~~alleged~~ alleged suffered by Mr. Cohen or seeks a buyout of Mr. Cohen’s interest in the Company. The suit also seeks legal fees and pre-and-post judgment interest. The suit alleges “minority shareholder oppression” inand “breach of fiduciary duty” in connection with the actions of Defendants, i.e., that Defendants have engaged in ~~burdensome, harsh or~~ wrongful conduct which has diluted Mr. Cohen’s shares; granted more power to Defendants (for little or no consideration); and granted rights to insiders for less than reasonably equivalent value. The Company disputes Mr. Cohen’s claims and the Company has engaged legal counsel in the matter and filed an answer to the complaint denying Cohen’s allegations. The Company intends to vigorously defend the case against Cohen’s claims. At this stage of the litigation, the Company believes the likelihood of material loss is remote. On January 27, 2014, the Company filed a counterclaim against Eric Cohen (plaintiff) requesting damages and attorneys’ fees incurred in this case.

NOTE 8 – EMPLOYMENT AGREEMENTS

On July 30, 2013, the Company entered into a fifth amendment to the employment agreement originally entered into between the Company and Jason Swinford, pursuant to which Mr. Swinford currently serves as the Chief Executive Officer of the Company (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the employment agreement was modified to include a transaction bonus payable to Mr. Swinford in the event (1) a Change of Control (as defined in the employment agreement) of the Company, its wholly-owned subsidiary, Coil Tubing Technology Holdings, Inc., a Nevada corporation (“Holdings”) and/or CTT Texas occurs; or (2) the sale by the Company of a substantial amount of the assets of the Company (or the Company’s subsidiaries), each in one or more related transactions (each a “Bonus Transaction”); occurs while Mr. Swinford is employed under the terms of the employment agreement or within six (6) months of the termination of such employment agreement (a) by the Company for any reason other than Cause (as defined in the employment agreement), or (b) by Mr. Swinford for Good Reason (as defined in the employment agreement).

The bonus payable in connection with the Bonus Transaction is payable based on the following schedule:

(1) If the total consideration received by the Company and the Company’s shareholders in such Bonus Transaction, including the assumption of any liabilities of the Company in such transaction and the value of any securities received by the Company or its shareholders in connection with such Bonus Transaction (collectively the “Bonus Transaction Consideration”), exceeds $20 million, but is less than $25,000,000.01, Mr. Swinford is to receive a bonus of 2% of the total Bonus Transaction Consideration;

(2) If the Bonus Transaction Consideration is between $25,000,000.01 and $35,000,000.01, Mr. Swinford is to receive a Transaction Bonus of 3% of the total Bonus Transaction Consideration; and

(3) If the Bonus Transaction Consideration is above $35,000,000.01, Mr. Swinford is to receive a Transaction Bonus of 3.5% of the total Bonus Transaction Consideration.

The Fifth Amendment also extended the term of the employment agreement for an additional year such that the employment agreement now expires on November 1, 2014, subject to automatic renewals for successive one (1) year increments unless either party is given written notice of their intent to not renew not less than 60 days prior to such automatic renewal date(s).

NOTE 9 – SUBSEQUENT EVENTS

Effective October 25, 2013, the Company purchased a 6,000 square foot office/warehouse building and associated land located at 22305 Gosling Road, Spring, Texas 77389. The purchase price was $884,508. The Company obtained $649,000 of the purchase price by way of a loan from Bank of Houston, evidenced by a promissory note, which loan bears interest at 5% per annum for three years and the prime rate plus 1% thereafter (not to be less than 5%), and has a maturity date of October 25, 2018. Upon an event of default, the loan bears interest at the lesser of the rate of 5% above the then applicable interest rate of the note, and the greatest amount provided by law. Amortization payments based on a 20 year amortization schedule (initially $4,309 per month) are due on the loan until maturity (recalculated based on the then interest rate after the first three years of the loan). The amount due under the loan is secured by a Deed of Trust, Security Agreement and Financing Statement on the property purchased.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) is prepared by Coil Tubing Technology, Inc. Unless otherwise indicated or the context otherwise requires, in this Form 10-Q all references to “Coil Tubing Technology, Inc.” the “Company,” “we,” “our” and “us” refer to Coil Tubing Technology, Inc. and its subsidiaries on a consolidated basis.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements as of December 31, ~~2012~~2013 and ~~2011~~2012, and for the years then ended, included in our Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013, filed with the Securities and Exchange Commission on March 2231, ~~2013~~2014 (the “Form 10-K”) and with the unaudited condensed consolidated financial statements and related notes thereto presented in this Form 10-Q.

Disclosure Regarding Forward-Looking Statements

Our disclosure and analysis in this Form 10-Q may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All statements other than statements of historical facts included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.

These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Form 10-Q are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed under “Item 1A. Risk Factors” in our Form 10-K and this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, or MD&A. All forward-looking statements speak only as of the date of this Form 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Our Markets and Business Strategy

Our primary markets for our coil tubing products are oil and gas companies engaged in horizontal drilling activities located in the United States and Canada. We sell or rent our ~~products~~ products to these oil and gas companies either directly or indirectly through oil service companies. Our revenues are generated by drilling and well services activities which are subject to drilling company budgets and the competitive bundling for our services by oil service companies. During fiscal 2013 and continuing throughout the first ~~nine~~six months of ~~2013~~2014, oil and gas service companies, which are our clients, ~~have~~ reduced their drilling and work-over operations ~~and~~in ~~initiated~~Canada, ~~vendor~~Pennsylvania ~~bundling~~and ofLouisiana ~~services at discounts~~ which continues to have ~~had~~ an overall negative impact on our rental revenues. Our total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 were approximately $42,~~855~~913,000 compared to $63,~~187~~245,000 during the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, a decrease of $1,332,000. We expect our revenues in North America and Canada to continue to be impacted by, and to follow the trends in natural gas drilling activities for the remainder of 2014. As discussed below, we are in the process of ~~2013~~advancing our technology and ~~into~~global ~~2014~~participation in Mexico, South America and Asia to take advantage of the growing coil tubing demands.

Based on the current trends in ~~drilling~~world-wide ~~activities~~drilling activities, we ~~intend~~have toimplemented ~~implement~~ the following strategies:

—· ~~Entering~~We ~~into~~have ~~partnerships~~entered ~~with~~into ~~our~~a ~~distribution~~Master ~~customers~~Service toagreement ~~provide~~with a ~~sales~~multinational ~~mix to meet their overall coil tubing needs; — Accelerating our research and development of new proprietary coil tubing products for the~~ oil and gas ~~industry;~~service ~~and~~company ~~— Refocusing our sales targets~~ to ~~include~~integrate ~~other~~and ~~large~~update ~~integrated~~their ~~oil~~coil ~~companies~~tubing ~~with~~service ~~operations in Mexico and Canada.~~capabilities;

· We ~~believe~~are ~~increasing~~expanding ~~the availability of~~ our ~~proprietary~~ product lines tousing ~~our~~new ~~customers~~technology ~~is critical to our profitability. Therefore,~~ we ~~will~~have ~~focus~~developed onwhich ~~initiatives~~has tobeen ~~drive~~field ~~quarter over~~tested ~~quarter~~and ~~sales~~approved ~~growth~~ for ~~our~~use ~~existing~~by ~~products~~our ~~emphasizing:~~customers; and

—· ~~Expanding~~We ~~our~~have ~~product~~commenced ~~inventories~~sales inof ~~the field to reduce delivery time and enhance~~ our ~~presence~~coil attubing ~~the customers’ sites; — Focusing on the service aspect of our~~ products to ~~meet~~large ~~our~~integrated ~~customers~~oil ~~current and long-term demands; and — Presenting new product lines through the bundling process offered to our customers~~companies.

During the 1st quarter of 2013 we became a fully-reporting public company. Our common stock is quoted on the OTCQB market under the symbol “CTGB”. We intend to seek funding through public or other equity based offerings to support future acquisition and growth plans.

We believe increasing the availability of our proprietary product lines to our customers is critical to our profitability. Therefore, we will focus on initiatives to drive quarter over quarter sales growth for our existing and new products emphasizing:

Expedited delivery time, training and enhanced service at the customers’ sites;

Focusing on the higher margin coil tubing products to be integrated into our customers current and long-term demands;

Marketing our new product lines to our prospective international customers; and

Developing a sales division to market our generic tools.

Critical Accounting Policies

Revenue Recognition. The Company's revenue is generated primarily from the rental and sales of its tools used for oilfield services primarily in Texas, Louisiana and Pennsylvania in the U.S. and in Alberta, Canada. Rental income is recognized over the rental periods, which are generally from one to thirty days. The estimated amounts of sales discounts, returns and allowances are accounted for as reductions of sales when the sale occurs and the realization of collectability is reasonably assured. These estimates are based on historical amounts and adjusted periodically based on changes in facts and circumstances when the changes become known to the Company. The Company also recognizes rental revenue for the full sales price of any tools which are lost and/or damaged in use (and billed to the customer) and recognizes the net carrying cost of such tool (“manufacturers’ cost” less depreciation) as cost of product and rental revenue.

Sales of coil tubing related products are primarily derived from instances where a customer has a specific need for a particular coil tubing related product and desires to have the Company obtain and/or manufacture the particular product. These sales may include replacement parts, as well as proprietary tools which are manufactured to the customer’s specification, but which are not part of the Company’s tool line. The Company generally recognizes product revenue at the time the product is shipped. Concurrent with the recognition of revenue, the Company provides for the estimated cost of product returns. Sales incentives are generally classified as a reduction of revenue and are recognized at the later of when revenue is recognized or when the incentive is offered. Shipping and handling costs are included in cost of goods sold.

Rental Tool Assets. Approximately 9889% of the Company’s revenues are generated from the rental of its coil tubing products. Rental tools are recorded on the Company’s books as rental equipment at “~~manufacturer~~manufacturers’s cost.” Depreciation is calculated using the straight line method over the useful lives of the assets of five years. Lost or destroyed tools are not a significant source of rental tools revenue for the Company. The Company bills customers for the sales price of any tools which are lost and/or damaged in use and the cost and related accumulated depreciation are removed from the accounts and any resulting revenue or expense is recognized. Lost tools are recognized as product rental revenue and cost of products and rental revenue, respectively.

Intangible Assets. The Company’s intangible assets, which are recorded at cost, consist primarily of the unamortized cost basis of issued and pending patents. These assets are being amortized on a straight line basis over the estimated useful lives of 15 years. The Company continually evaluates the amortization period and carrying basis of intangible assets to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our Intangible assets, we may incur charges for impairment in the future.

Stock-Based Compensation. The Company accounts for stock-based employee compensation arrangements using the fair value method that requires that the fair value of employees awards issued, modified, repurchased or cancelled after implementation, under share-based payment arrangements, be measured as of the date the award is issued, modified, repurchased or cancelled. The resulting cost is then recognized in the statement of earnings over the service period.

The Company periodically issues common stock for services rendered and may issue common stock for acquisitions in the future. Common stock issued is valued at fair market value. Management and the board of directors consider market price quotations, recent stock offering prices and other factors in determining fair market value for purposes of valuing the common stock. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the various weighted average assumptions, including dividend yield, expected volatility, average risk-free interest rate and expected lives.

Income Taxes. The Company uses the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 the consolidated statements of operations in the period that includes the enactment date.

Comparison of Results of Operations

Three and ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2013~~2014, Compared To Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013

The following tables set forth summarized consolidated financial information for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Three Months Ended September 30,
	Three Months Ended June 30,
(in thousands)	~~2013~~2014			~~2012~~2013			$ Change			% Change
Total revenues	$	1,~~610~~645		$	1,~~841~~420		$	~~(231~~225	)		~~13%~~16	%
Cost of revenues		~~840~~(887	)		~~860~~(777	)		(20110	)		2%(14	%)
Gross profit		~~770~~758			~~981~~643			~~(211~~115	)		~~22%~~18	%
Gross profit as a percentage of total revenues		~~48%~~46	%		~~53%~~45	%					1	%
Operating expenses		~~932~~853			~~823~~812			~~(109~~41	)		~~13%~~5	%
Income (loss) from operations		(162	)		158			(320	)		202%
Loss from operations		(95	)		(169	)		74			44	%
Other income (expense)		(1613	)		(4	)		(129	)		~~300%~~225	%
Total income (loss)	$	(178	)	$	154		$	(332	)		216%
Net loss	$	(108	)	$	(173	)	$	65			38	%

For the three months ended ~~September~~June 30, ~~2013~~2014, ~~the~~ the Company's business operations reflected aan ~~decrease~~increase in sales ~~for Coil Tubing Technology, Inc~~. ~~and subsidiaries (“CTT”).~~ For the three months ended ~~September~~June 30, ~~2013~~2014, the Company's consolidated operations generated revenues of approximately $1,~~610~~645,000 compared to revenues of $1,~~841~~420,000 for the ~~quarter~~three months ended ~~September~~June 30, ~~2012~~ 2013. The $~~231~~225,000 ~~decrease~~increase in ~~net~~total ~~sales~~revenues is primarily attributable to aan ~~decline~~increase in ~~rental~~sales ~~orders~~of ~~for~~ coil tubing products ~~and competitive pricing by larger service companies~~. We ~~expect~~plan to continue to ~~increase~~ tailor our ~~revenues~~product offerings to ~~reflect~~address the current trends in the international drilling industry based on sales information provided by our largest customers with the goal of increasing our revenues moving forward. For the three months ended June ~~September~~ 30, ~~2013~~2014, the Company had a gross profit as a percentage of sales of 4846%, compared to 5345% for the three months ended ~~September~~ June 30, ~~2012~~2013. The $~~211~~115,000 ~~decrease~~increase in gross profit for the three months ended ~~September~~June 30, ~~2013~~2014, compared to the prior period, is primarily attributed to ~~the~~increased ~~slowdown~~revenue infrom ~~orders~~the ~~for~~sale ~~our~~of ~~rental~~coil ~~products~~tubing ~~by our largest customers~~products.

~~Nine~~The ~~Months~~following ~~Ended~~tables ~~September~~set ~~30,~~forth ~~2013,~~summarized consolidated ~~Compared~~financial Toinformation ~~Nine~~for ~~Months~~the ~~Ended~~six ~~September~~months ended June 30, ~~2012~~2014 and 2013:

The following tables set forth summarized consolidated financial information for the nine months ended September 30, 2013 and 2012:

	Six Months Ended June 30,
(in thousands)	2014			2013			$ Change			% Change
Total revenues	$	2,913		$	3,245		$	(332	)		(10	%)
Cost of revenues		(1,637	)		(1,631	)		(6	)		(0	%)
Gross profit		1,276			1,614			(338	)		(21	%)
Gross profit as a percentage of total revenues		44	%		50	%					(6	%)
Operating expenses		1,831			1,850			19			1	%
Loss from operations		(555	)		(236	)		(319	)		(135	%)
Other income (expense)		(26	)		(3	)		(23	)		(767	%)
Net loss	$	(581	)	$	(239	)	$	(342	)		(143	%)

	Nine Months Ended September 30,
(in thousands)	2013			2012			$ Change			% Change
Total revenues	$	4,855		$	6,187		$	(1,332	)		22%
Cost of revenues		2,471			2,664			(193	)		7%
Gross profit		2,384			3,523			(1,139	)		32%
Gross profit as a percentage of total revenues		49%			57%
Operating expenses		2,780			2,656			124			5%
Income (loss) from operations		(396	)		867			(1,263	)		146%
Other income (expense)		(22	)		(13	)		(9	)		69%
Total income (loss)	$	(418	)	$	854		$	(1,272	)		149%

For the six months ended June 30, 2014, the Company's business operations reflected a decrease in sales. For the six months ended June 30, 2014, the Company's consolidated operations generated revenues of approximately $2,913,000 compared to revenues of $3,245,000 for the quarter ended June 30, 2013. The $332,000 decrease in total revenues is primarily attributable to a decline in rental orders for coil tubing products and competitive pricing by larger service companies. We plan to continue to tailor our product offerings to address the current trends in the international drilling industry based on sales information provided by our largest customers with the goal of increasing our revenues moving forward. For the six months ended June 30, 2014, the Company had a gross profit as a percentage of sales of 44%, compared to 50% for the six months ended June 30, 2013. The $338,000 decrease in gross profit for the six months ended June 30, 2014, compared to the prior period, is primarily attributed to the slowdown in orders for our rental products by our largest customers.

For the nine months ended September 30, 2013, the Company's business operations reflected a decrease in sales for CTT. For the nine months ended September 30, 2013, the Company's consolidated operations generated revenues of approximately $4,855,000 compared to revenues of $6,187,000 for the quarter ended September 30, 2012. The $1,332,000 decrease in net sales is primarily attributable to a decline in rental orders for coil tubing products. This decline is a result of our customers postponing drilling operations until later in the 2013 budget year and competitive pricing from other service providers. We expect to increase our revenues to reflect the current trends in the drilling industry based on sales information provided by our largest customers. For the nine months ended September 30, 2013, the Company had a gross profit as a percentage of sales of 49%, compared to 57% for the nine months ended September 30, 2012. The $1,139,000 decrease in gross profit for the nine months ended September 30, 2013, compared to the prior period, is primarily attributed to the slowdown in orders for our rental products by our largest customers.

Revenue Information

The following table sets forth summarized consolidated sales information for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Three Months Ended September 30,
	Three Months Ended June 30,
(in thousands)	~~2013~~2014		~~2012~~2013		$ Change			% Change
Rentals	$	1,~~566~~333	$	1,~~664~~411	$	(9878	)		(6%	%)
Products		44312		~~177~~9		~~(133~~303	)		~~75%~~3,367	%
Total revenue	$	1,~~610~~645	$	1,~~841~~420	$	~~(231~~225	)		~~13%~~16	%

We had total revenues of approximately $1,~~610~~645,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to total revenues of $1,~~841~~420,000 for the three months ended ~~September~~June 30, ~~2012~~ 2013, aan increase ~~decrease~~ in total revenues of $~~231~~225,000 or 1316% from the prior period. Total revenues included $1,~~566~~333,000 of rental ~~revenue~~ revenue for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $1,~~664~~411,000 for the three months ended ~~September~~June 30, ~~2012~~2013, a decrease in rental revenue of $9878,000 or 6% from the prior period. The decrease in rental revenue was mainly due to a decrease in customer demand and an increase in competitive pricing by other large service companies. We believe that through joint pricing efforts with our partner service companies we will be able to expand our product sales and services to new customers in the United States, Mexico and Canada ~~and, accordingly, we will be able to maintain and increase our revenues throughout the remainder of 2013 and into 2014~~.

The following table sets forth summarized ~~consolidated~~ consolidated sales information for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Nine Months Ended September 30,
	Six Months Ended June 30,
(in thousands)	~~2013~~2014		~~2012~~2013		$ Change			% Change
Rentals	$	42,~~758~~582	$	53,~~907~~192	$	(~~1,149~~610	)	$	(19%	%)
Products		97331		~~280~~53		~~(183~~278	)		~~65%~~525	%
Total revenue	$	42,~~855~~913	$	63,~~187~~245	$	(1,332	)		~~22%~~(10	%)

We had total revenues of approximately $42,~~855~~913,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to total revenues of $63,~~187~~245,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~ 2013, a decrease in total revenues of $1,332,000 or 2210% from the prior period. Total revenues included $42,~~758~~582,000 of rental revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $53,~~907~~192,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, a decrease in rental revenue of $1610,~~149,~~000 or 19% from the prior period. The decrease in rental revenue was mainly due to a decrease in customer demand and an increase in competitive pricing ~~from~~by other large service companies. We believe that through joint pricing efforts with our partner service companies, that we will be able to expand our product sales and services to new customers in the United States, Mexico and Canada.

Cost of Revenue

The following table sets forth summarized cost of revenue information for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Three Months Ended September 30,
	Three Months Ended June 30,
(in thousands)	~~2013~~2014		~~2012~~2013		$ Change			% Change
Depreciation of rental tools	$	~~278~~288	$	~~257~~273	$	2115			8%5	%
Facilities and support expenses		6349		8572		(2223	)		~~26%~~(32	%)
Compensation and benefits		~~221~~263		~~230~~211		(952	)		4%25	%
Material, supplies and support service		~~278~~287		~~288~~221		~~(10~~66	)		3%30	%
Total cost of revenue	$	~~840~~887	$	~~860~~777	$	~~(20~~110	)		2%14	%

Cost of revenue includes costs associated with products and rental sales and depreciation of capitalized rental tool assets that are rented to oil field service companies. We had cost of products and rental revenue of approximately $~~840~~887,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to a ~~cost~~ cost of approximately $~~860~~777,000 for the three months ended ~~September~~June 30, ~~2012~~2013, aan ~~decrease~~increase of $20110,000 or 214% from the prior period. The main reasons for the increase were an increase in material, supplies and support service which was directly related to the increase in product sales revenue and an increase in compensation of machine shop staff for the three months ended June 30, 2014 compared to the prior year’s period.

The following table sets forth summarized cost of revenue information for the nine months ended September 30, 2013 and 2012:

	Nine Months Ended September 30,
(in thousands)	2013		2012		$ Change			% Change
Depreciation of rental tools	$	819	$	726	$	93			13%
Facilities and support expenses		197		313		(116	)		37%
Compensation and benefits		666		707		(41	)		6%
Material, supplies and support service		789		918		(129	)		14%
Total cost of revenue	$	2,471	$	2,664	$	(193	)		7%

~~Cost~~The offollowing ~~revenue~~table ~~includes~~sets ~~costs~~forth ~~associated~~summarized ~~with products and rental sales and depreciation of capitalized rental tool assets that are rented to oil field service companies. We had~~ cost ~~of products and rental revenue of approximately $2,471,000 for the nine months ended September 30, 2013, compared to cost~~ of revenue ofinformation ~~$2,664,000~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2012,~~2014 ~~a decrease of $193,000 or 7% from the prior period. Due to the decrease in revenues, we implemented a plan to reduce non-essential services~~ and ~~compensation which resulted in a $193,000 decrease in cost of revenues for the nine months ended September 30,~~ 2013.:

	Six Months Ended June 30,
(in thousands)	2014		2013		$ Change			% Change
Depreciation of rental tools	$	573	$	541	$	32			6	%
Facilities and support expenses		90		134		(44	)		(33	%)
Compensation and benefits		476		445		31			7	%
Material, supplies and support service		498		511		(13	)		(3	%)
Total cost of revenue	$	1,637	$	1,631	$	6			(0	%)

Cost of revenue includes costs associated with products and rental sales and depreciation of capitalized rental tool assets that are rented to oil field service companies. We had cost of products and rental revenue of approximately $1,637,000 for the six months ended June 30, 2014, compared to a cost of approximately $1,631,000 for the six months ended June 30, 2013, an increase of $6,000 or less than 1% from the prior period. The main reasons for the decrease was a decrease in office rent and material, supplies and support service offset by an increase in compensation of machine shop staff and depreciation of rental tools.

Depreciation of Rental Tools

Depreciation expense (as a portion of cost of revenues) increased by $2115,000 or 8 5%, to $~~278~~288,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $~~257~~273,000 for the three months ended ~~September~~June 30, ~~2012~~2013, which increase was mainly due to an increase in the depreciable asset base in ~~2013~~2014 versus ~~2012~~2013.

Depreciation expense (as a portion of cost of revenues) increased by $9332,000 or 13 6%, to $~~819~~573,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $~~726~~541,000 for the ~~nine~~ three months ended ~~September~~June 30, ~~2012~~2013, which increase was mainly due to an increase in the depreciable asset base in ~~2013~~2014 versus ~~2012~~2013.

Gross Profit

We had gross profit of $~~770~~758,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to gross profit of $~~981~~643,000 for the three months ended ~~September~~June 30, ~~2012~~2013, aan ~~decrease~~ increase in gross profit of $~~211~~115,000 or 2218% from the prior period. Our gross profit was 4846% of revenue for the three months ended ~~September~~ June 30, ~~2013~~2014, compared to 5345% for the three months ended ~~September~~June 30, ~~2012~~2013.

We had gross profit of $21,~~384~~276,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to gross profit of $31,~~523~~614,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, a decrease in gross profit of $1338,~~139,~~000 or 3221% from the prior period. Our gross profit was 4944% of revenue for the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, compared to 5750% for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013.

General Operating Expenses

~~General~~The following table sets forth summarized operating expense information for the three months ended June 30, 2014 and ~~Administrative~~2013:

The following table sets forth summarized operating expense information for the three months ended September 30, 2013 and 2012:

	Three Months Ended June 30,
(in thousands)	2014		2013		$ Change			% Change
Depreciation and amortization	$	86	$	70	$	16			23	%
Compensation and benefits		165		211		(46	)		(22	%)
General and administrative - Professional services		203		90		113			126	%
General and administrative expenses - Other		21		62		(41	)		(66	%)
Total general operating expenses	$	475	$	433	$	42			10	%

	Three Months Ended September 30,
(in thousands)	2013		2012		$ Change			% Change
Depreciation and amortization	$	71	$	61	$	10			16%
Compensation and benefits		202		226		(24	)		11%
General and administrative - Professional services		193		31		162			523%
General and administrative expenses - Other		71		118		(47	)		40%
Total general operating expenses	$	537	$	436	$	101			23%

We had total general operating expenses of $475,000 for the three months ended June 30, 2014, compared to total general operating expenses of $433,000 for the three months ended June 30, 2013, an increase in operating expenses of $42,000 or 10% from the prior period. The increase in general operating expenses was primarily related to an increase in professional service fees related to the 2013 year-end audit and legal fees related to our ongoing lawsuit (see also Part II - Item 1).

We had total general and administrative expenses of $537,000 for the three months ended September 30, 2013, compared to total general and administrative expenses of $436,000 for the three months ended September 30, 2012, an increase in general and administrative expenses of $101,000 or 23% from the prior period. The increase in general and administrative expenses was primarily due to the costs associated with being a reporting company not applicable to the prior year offset by a decrease in compensation and benefits and administrative expenses.

The following table sets forth summarized operating expense information for the nine months ended September 30, 2013 and 2012:

	Nine Months Ended September 30,
(in thousands)	2013		2012		$ Change			% Change
Depreciation and amortization	$	208	$	179	$	29			16%
Compensation and benefits		682		495		187			38%
General and administrative - Professional services		440		291		149			51%
General and administrative expenses - Other		204		270		(66	)		24%
Total general operating expenses	$	1,534	$	1,235	$	299			24%

WeThe ~~had~~following ~~total~~table ~~general~~sets forth summarized operating ~~expenses~~expense ~~of $1,534,000~~information for the ~~nine~~six months ended ~~September~~June 30, ~~2013,~~2014 ~~compared to total general~~ and administrative expenses of $1,235,000 for the nine months ended September 30, 2012, an increase in general and administrative expenses of $299,000 or 24% from the prior period. The increase in general and administrative expenses was primarily due to stock option compensation expense (which is included under compensation and benefits above) and costs associated with being a reporting company not applicable to the prior year and offset by a reduction in administrative expenses.2013:

	Six Months Ended June 30,
(in thousands)	2014		2013		$ Change			% Change
Depreciation and amortization	$	169	$	136	$	33			24	%
Compensation and benefits		377		480		(103	)		(21	%)
General and administrative - Professional services		409		246		163			66	%
General and administrative expenses - Other		115		134		(19	)		(14	%)
Total general operating expenses	$	1,070	$	996	$	74			7	%

We had total general operating expenses of $1,070,000 for the six months ended June 30, 2014, compared to total general operating expenses of $996,000 for the six months ended June 30, 2013, an increase in operating expenses of $74,000 or 7% from the prior period. The increase in general operating expenses was primarily related to an increase in professional service fees related to the accounting and legal fees related to our ongoing lawsuit (see also Part II - Item 1).

Selling and Marketing

The following table sets forth summarized selling and marketing expense information for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Three Months Ended September 30,
	Three Months Ended June 30,
(in thousands)	~~2013~~2014		~~2012~~2013		$ Change			% Change
Auto	$	85107	$	7181	$	1426			~~20%~~32	%
Commissions		~~152~~121		~~141~~148		11(27	)		8%(18	%)
Compensation and benefits		9799		~~119~~101		(222	)		~~18%~~(2	%)
Other selling and marketing		6151		5647		54			9%	%
Total selling and marketing expenses	$	~~395~~378	$	~~387~~377	$	81			2%0	%

We had total selling and marketing expenses of $~~395~~378,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $~~387~~377,000 for the three months ended ~~September~~June 30, ~~2012~~2013, an increase of $81,000 or 2less than 1% from the prior period, which increase was primarily due to ~~increased~~ ~~auto~~decreased ~~expense and~~ commissions, offset by a ~~decrease~~an increase in ~~compensation~~auto repair and ~~benefits~~maintenance expenses.

The following table sets forth summarized selling and marketing expense information for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013:

	Nine Months Ended September 30,
	Six Months Ended June 30,
(in thousands)	~~2013~~2014		~~2012~~2013		$ Change			% Change
Auto	$	~~246~~203	$	~~225~~161	$	2142			9%26	%
Commissions		~~491~~223		~~583~~338		(92115	)		~~16%~~(34	%)
Compensation and benefits		~~308~~227		~~443~~211		~~(135~~16	)		~~30%~~8	%
Other selling and marketing		~~201~~109		~~170~~141		31(32	)		~~18%~~(23	%)
Total selling and marketing expenses	$	~~1,246~~762	$	~~1,421~~851	$	(~~175~~89	)		~~12%~~(10	%)

We had total selling and marketing expenses of $1762,~~246,~~000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $1851,~~421,~~000 for the ~~nine~~ six months ended ~~September~~June 30, ~~2012~~ 2013, a decrease of $~~175~~89,000 or 1210% from the prior period, which decrease was ~~mainly~~primarily due to ~~decreases~~ decreased commissions, selling and marketing expenses (due mainly to our decreased revenues) offset by an increase in ~~sales~~auto ~~commissions~~repair and ~~compensation~~maintenance ~~expenses~~expense and compensation benefits.

Depreciation and Amortization

Depreciation and amortization expense increased by $1016,000 or 1623%, to $7186,000 for the three months ended ~~September~~June 30, ~~2013~~2014, compared to $6170,000 for the three months ended ~~September~~June 30, ~~2012~~ 2013. The increase was primarily due to the addition of shop equipment and automobiles.

Total depreciation and amortization expense increased by $2933,000 or 1624%, to $~~208~~169,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, compared to $~~179~~136,000 for the ~~nine~~six months ended June ~~September~~ 30, ~~2012~~2013. The increase was primarily due to the addition of shop equipment and automobiles.

Income (Loss) from Operations

We had a loss from operations of $162,000 for the three months ended September 30, 2013, compared to income from operations of $158,000 for the three months ended September 30, 2012, a decrease of $320,000 or 202% from the prior period.

We had a loss from operations of $396,000 for the nine months ended September 30, 2013, compared to income from operations of $867,000 for the nine months ended September 30, 2012, a decrease of $1,263,000 or 146% from the prior period.

Net Income (Loss)

We had a net loss of $178,000 for the three months ended September 30, 2013, compared to net income of $154,000 for the three months ended September 30, 2012, a decrease in net income of $332,000 or 216% from the prior period. The decrease in net income was attributable to a decrease in total revenue and an increase in certain operating expenses, for the three months ended September 30, 2013, compared to the three months ended September 30, 2012.

WeLoss had a net loss of $418,000 for the nine months ended September 30, 2013, compared to net income of $854,000 for the nine months ended September 30, 2012, a decrease in net income of $1,272,000 or 149% from the prior period. The decrease in net income was attributable to a decrease in total revenue and an increase in certain operating expenses, including $344,000 in stock option expense, and an increase in expenses associated with becoming a reporting company, offset by a decrease in cost of goods sold, for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012.Operations

We had a loss from operations of $95,000 for the three months ended June 30, 2014, compared to a loss from operations of $169,000 for the three months ended June 30, 2013, a decrease of $74,000 or 44% from the prior period.

We had a loss from operations of $555,000 for the six months ended June 30, 2014, compared to a loss from operations of $236,000 for the six months ended June 30, 2013, an increase of $319,000 or 135% from the prior period.

Other Income (expense)

We had other expense of $13,000 for the three months ended June 30, 2014, which represented interest expense of $13,000 versus other expense of $4,000 for the three months ended June 30, 2013, which represented $4,000 of interest expense. The increase in interest expense was directly attributable to the new building debt.

We had other expense of $26,000 for the six months ended June 30, 2014, which included interest expense of $27,000 offset by $1,000 of other income, versus other expense of $3,000 for the six months ended June 30, 2013, which represented $5,000 of other income offset by $8,000 of interest expense. The increase in interest expense was directly attributable to the new building debt.

Net Loss

We had a net loss of $108,000 for the three months ended June 30, 2014, compared to a net loss of $173,000 for the three months ended June 30, 2013, a decrease in net loss of $65,000 or 38% from the prior period. The decrease in net loss was attributable to the increase in total revenue offset by an increase in certain operating expenses, for the three months ended June 30, 2014, compared to the three months ended June 30, 2013.

We had a net loss of $581,000 for the six months ended June 30, 2014, compared to a net loss of $239,000 for the six months ended June 30, 2013, an increase in net loss of $342,000 or 143% from the prior period. The increase in net loss was attributable to a decrease in total revenue and an increase in certain operating expenses, for the six months ended June 30, 2014, compared to the six months ended June 30, 2013.

Liquidity and Capital Resources

We had $21,~~592~~916,000 of working capital as of ~~September~~June 30, ~~2013~~2014. We believe we are sufficiently capitalized to continue our growth and are in a position to develop financing ~~alternatives~~ alternatives that will enable us to take advantage of growth opportunities in the future.

As of ~~September~~June 30, ~~2013~~2014, we had total assets of of $8,~~143~~239,000, which included total current assets of $3,~~281~~024,000, consisting of $1,~~083~~128,000 of cash, $21,~~135~~827,000 of accounts receivable, net, and $6369,000 of other current assets; and long term assets including $32,~~236~~828,000 of rental tools, net; $~~652~~1,474,000 of property and equipment, net; and $~~974~~913,000 of intangible assets, net.

We had total liabilities of $1,~~013~~920,000 as of ~~September~~June 30, ~~2013~~2014, which included total current liabilities of $~~689~~1,108,000, consisting of accounts payable of $~~349~~616,000; accrued liabilities of $~~116~~247,000; current portion of related party notes payable of $156,000, relating to amounts owed to Jerry Swinford in connection with the IP Agreement, described in ~~note~~Note 4 to the financials included herein, and current portion of notes payable of $6889,000, relating to the amount due on loans associated with equipment financing and building loan; and long term liabilities consisting of $~~130~~13,000 of related party notes payable, net of current portion, relating to amounts owed to Jerry Swinford in connection with the IP Agreement, described in ~~note~~Note 4 to the financials included herein, and $~~194~~799,000 of notes payable, net of current portion relating to equipment financing and our building loan.

We had net cash provided by operating ~~activities~~ activities of $~~470~~775,000 for the ~~nine~~ six months ended ~~September~~June 30, ~~2013~~2014, which consisted of non-cash items including $1742,~~027,~~000 of depreciation and amortization, $~~344~~102,000 of stock-~~based~~option ~~compensation~~expense, $15138,000 of ~~loss on sale of equipment and $43,000 of~~ increase in accrued liabilities;, ~~offset by~~ $58284,000 of increase ~~decrease~~ in accounts payable, $~~418~~47,000 of ~~net loss, $478,000 of~~ decrease in accounts receivable, and $644,000 of decrease in other current assets offset by $581,000 of net loss.

We had $~~480~~469,000 of net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, which included the purchase of $~~344~~463,000 of rental tools and $~~280~~120,000 of ~~property~~ machinery and equipment; offset by $~~144~~104,000 infrom proceeds from the sale of lost tools and $10,000 from proceeds from the sale of fixed assets. Our principal recurring investing activity was the funding of capital expenditures to ensure that we have the appropriate levels and types of equipment in place to generate revenue from operations.

We had $6080,000 of net cash used in financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, which included $5749,000 of ~~net~~ proceeds from notes payable ~~offset~~related to vehicles, offset by $~~117~~78,000 of payments on related party notes payable, relating to amounts paid to Jerry Swinford in connection with the IP Agreement, described in ~~note~~Note 4 to the financials included herein and $51,000 of payments on notes payable.

Effective October 25, 2013, we purchased a 6,000 square foot office/warehouse building and associated land located at 22305 Gosling Road, Spring, Texas 77389. The purchase price was $884,508. The Company obtained $649,000 of the purchase price by way of a loan from Bank of Houston, evidenced by a promissory note, which loan bears interest at 5% per annum for three years and the prime rate plus 1% thereafter (not to be less than 5%), and has a maturity date of October 25, 2018. Upon an event of default, the loan bears interest at the lesser of the rate of 5% above the then applicable interest rate of the note, and the greatest amount provided by law. Amortization payments based on a 20 year amortization schedule (initially $4,309 per month) are due on the loan until maturity (recalculated based on the then interest rate after the first three years of the loan). The amount due under the loan is secured by a Deed of Trust, Security Agreement and Financing Statement on the property purchased.

The Company’s outstanding notes payable and the material terms thereof are described in ~~note~~Note 4 to the financials included herein.

The Company has historically been funded through loans provided by, and through the sale of common stock and warrants to, the Company’s largest shareholder and former director, Herbert C. Pohlmann, provided that Mr. Pohlmann is not required to provide us any additional funding and/or to purchase any securities from us in the future.

Our immediate plans are to continue our growth by meeting expected demand for our ~~rental~~coil tubing tool products in our current geographic markets and further expanding into international markets similar to what we accomplished in Canada during 2012 and 2013. We plan to supplement our cash flow with typical bank debt or similar financing which will enable us to meet larger demand on bigger projects, enter new markets and improve our network for ~~servicing~~ servicing our customers.

14Moving forward, we plan to increase spending on research and development activities, which we believe will be required to provide technological advancement to our coiled tubing technologies and workover product lines. We are currently working on a new generation of generic and proprietary coil tubing tools to aid in and facilitate horizontal drilling. We expect the market for new applications of coiled tubing to continue to expand throughout the remainder of fiscal 2014, especially in the horizontal drilling and workover applications.

Moving forward, we anticipate increased spending on research and development activities, which we believe will be required to provide technological advancement to our coiled tubing technologies and workover product lines. We are currently working on a new generation of coil tubing tools to aid in and facilitate horizontal drilling. We expect the market for new applications of coiled tubing to continue to expand our operations throughout the remainder of fiscal 2013 and into 2014, especially in the horizontal drilling and workover applications.

In addition to debt financing and our organic growth as discussed above, we may raise funds for further expansion of our tool fleet, development of new tools or to make strategic acquisitions through the sale or exchange of equity securities. Our common stock is now quoted on the OTCQB market, provided that we may choose to list our common stock on the NYSE MKT or NASDAQ Capital Market in the future. As a result of becoming a fully-reporting public company, we believe investors may be more willing to purchase our common stock in private offerings allowing us to raise funding to use for the items described above. The sale of additional equity or debt securities, if accomplished, may result in dilution to our shareholders.

Off Balance Sheet Arrangements:

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined in rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information mandated by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013, filed with the Commission on March 2231, ~~2013~~2014, and investors are encouraged to review such risk factors, prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

By: /s/ Jason Swinford

Jason Swinford

Chief Executive Officer (Principal Executive Officer) and Director

Dated: ~~November~~August 141, ~~2013~~2014

By: /s/ Richard R. Royall

Richard R. Royall

Chief Financial Officer (Principal Financial/Accounting Officer)

Dated: ~~November~~August 141, ~~2013~~2014

EXHIBIT INDEX

10.1(1)	Promissory Note with Bank of Houston (October 25, 2013)
31.1*		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS#		XBRL Instance Document
101.INS#	XBRL Instance Document
101.SCH#		XBRL Taxonomy Extension Schema Document
101.SCH#	XBRL Taxonomy Extension Schema Document
101.CAL#		XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL#	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#		XBRL Taxonomy Extension Definition Linkbase Document
101.DEF#	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#		XBRL Taxonomy Extension Label Linkbase Document
101.LAB#	XBRL Taxonomy Extension Label Linkbase Document
101.PRE#		XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE#	XBRL Taxonomy Extension Presentation Linkbase Document

____________________

* Filed herewith.

** Furnished herewith.

(1) Filed as an exhibit to the Current Report on Form 8-K filed with the Commission on October 31, 2013 and incorporated herein by reference.

# XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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