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Note 2 - Britewater International, Inc.
12 Months Ended
Dec. 31, 2012
Subsidiary Disclosure [Text Block]
(2)           BRITEWATER INTERNATIONAL, INC.

BWI owns a patented oilfield emulsion breaking technology. This is a continuous process technology that can purify oilfield emulsions by breaking and separating the emulsions into oil, water and solids, thereby reducing the environmental impact and operating costs of the disposition of residual fuels and waste materials while recovering valuable oil. BWI is currently designing standardized modules which can be used for both upstream and downstream applications in the oil and gas industry, including oil field and refinery emulsions and oil spill remediation.

BWI’s wholly-owned subsidiary, Arctic Star Alaska, Inc. (“Arctic Star”) is currently completing the detailed engineering and design for a mobile waste processing plant to be located on the North Slope of Alaska.  Arctic Star and BWI currently hold contracts which grant them the right of first refusal for oilfield waste generated in certain fields on the North Slope.

BWI also has an existing purpose-built plant which can be used to break emulsions found in weathered lagoon pits.

BWI Results of Operations - We recognized losses of $1.9 million and $1.3 million for the years ended December 31, 2012 and 2011, respectively, related to BWI in our consolidated statements of operations. For the year ended December 31, 2011, our loss was reduced by $327 thousand related to noncontrolling interests due to the fact our ownership ranged from 52.09% to 100.00% during this period. During the later part of 2011, we purchased the remaining units of BWI and therefore no longer had any remaining noncontrolling interests by December 31, 2011.

BWI Contingency –BWI has a contingent liability of $800 thousand which may be payable upon the conclusion of certain performance events related to its weathered lagoon plant. There were no changes to the BWI liability recorded during the year ended December 31, 2012.

Purchase of Interests in BWI from Related Party –During 2011, HKN and Quadrant, a related party, entered into a Securities Exchange Agreement pursuant to which HKN agreed to purchase all outstanding units of BWI over several months. Mr. Alan Quasha, Chairman of the Board of HKN, is the brother of Wayne Quasha, who is deemed to be the beneficial owner of Quadrant through the AQ, JQ and WQ Trusts, but Mr. Alan Quasha disclaims any beneficial ownership of these shares. During 2011, HKN purchased an additional 47.91% of the outstanding units of BWI in exchange for the issuance of 32,156 restricted shares of our common stock at an approximate fair value of $2.3 million. The difference between this fair value and the $3.3 million indicated in the statement of stockholders’ equity is related to the difference between the fair value paid to acquire the additional noncontrolling interest in this subsidiary and the carrying amount of the noncontrolling interest.  The difference was recorded in equity in accordance with consolidation guidance, which states that transactions involving a noncontrolling interest in a subsidiary, when there is no change in control, should be accounted for as equity transactions. Thus, at December 31, 2011, we owned 100% of BWI and directed their operations and consolidated the assets and liabilities of BWI and their results of operations in our consolidated financial statements.