U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~June 2130, ~~2014~~2015

AMERICAN SANDS ENERGY CORP.

(Exact name of registrant as specified in its charter)

000-53167

(Commission File No.)

Delaware

(State or other jurisdiction of

incorporation or organization)

87-0405708

(IRS Employer Identification No.)

~~201~~4760 South ~~Main~~Highland ~~Street~~Drive, Suite ~~1800~~341, ~~Salt~~ Salt Lake City, Utah ~~84111~~84117

(Address of principal executive offices)

(801) ~~536~~277-~~6140~~7888

(Registrant’s telephone number)

Not applicable

(Former Name or Former address, if changed since last report)

4760 South Highland Drive, Suite 341, Salt Lake City, Utah 84117

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

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Following~~Daniel ~~the~~Carlson ~~annual~~served as Vice President, ~~meeting~~Chief ofFinancial ~~stockholders~~Officer of American Sands Energy Corp. (the “Company”) ~~discussed in Item 5.07 of this report~~, ~~below, the~~pursuant ~~Board~~to ~~of Directors approved~~ the ~~issuance~~Amended ofand ~~options~~Restated toEmployment Agreement ~~purchase~~between ~~shares of~~ the ~~common stock of the~~ Company ~~to William C. Gibbs, Chief Executive Officer~~ and ~~a Director, Daniel F~~Mr. Carlson, ~~Chief~~dated ~~Financial~~May ~~Officer~~15, ~~Robin Gereluk~~2013, ~~Chief~~as ~~Operation~~amended ~~Officer~~June 10, ~~and each~~2014 of (the ~~non-employee directors, which are William H~~“Agreement”). ~~Champion,~~By ~~Mark F. Lindsey~~its terms, ~~Gayle McKeachnie, and Justin Swift. The terms of~~ the ~~options~~Agreement ~~are~~expired ~~the~~June ~~same for each person. The option awarded to each person covers 125~~30,~~000~~ ~~shares of Company common stock~~2015, ~~has an~~and ~~exercise~~as ~~price~~a ofconsequence $0Mr.65 ~~per~~Carlson’s ~~share~~employment ~~(the~~as ~~last~~Vice ~~price reported on the OTC BB on August 21~~President, ~~2014),~~Chief ~~vests in three equal annual installments~~Financial ~~beginning~~Officer ~~August~~terminated ~~21, 2014, and expires~~ on ~~August~~that ~~21, 2019~~date. ~~The options were granted under the terms and conditions of the Company’s 2011 Long-term Incentive Plan.~~

~~Item~~David 5Hardman, age 51, has been engaged to serve as interim Chief Financial Officer of the Company until his replacement by the board of directors or resignation.07 ~~Submission~~For the past five years, Mr. Hardman has owned and operated DBH Consulting LLC, a CFO outsourcing business that specializes in working with smaller reporting public companies. Prior to that, Mr. Hardman spent fourteen years working in auditing and consulting for large public accounting firms and nine years working in private industry as a controller of ~~Matters~~a public company and a CFO of a privately held oil refining company. The Company is still in the process of obtaining government permits, so for the time being Mr. Hardman will work the hours required to perform the functions of the position and the Company will pay him at a ~~Vote~~rate of ~~Security~~$150 ~~Holders~~per hour. In addition, the Company will grant an award of stock options to Mr. Hardman to purchase 125,000 shares of Company common stock at an exercise price of $0.34 that expire five years from the date of grant and vest one-third on the date of grant and an additional one-third on the next two anniversaries of the grant date.

AtItem ~~the~~8.01 ~~Annual~~Other ~~Meeting of Stockholders held on August 21, 2014, the stockholders voted on the following two proposals:~~Events

~~1. The~~Effective ~~election of~~June ~~each~~24, of2015, ~~the~~Justin ~~following~~Swift ~~five~~resigned from ~~director~~the ~~nominees~~Board ~~for~~of aDirectors ~~term~~ of ~~one~~the ~~year~~Company ~~and~~pursuant ~~until~~to ~~their~~a ~~respective successors~~letter ~~are~~of ~~duly elected and qualified: William C~~resignation. ~~Gibbs, William H~~Mr. ~~Champion,~~Swift ~~Mark~~resigned F.for ~~Lindsey,~~personal ~~Gayle McKeachnie, and Justin Swift~~reasons.

~~2. To ratify the appointment of Tanner, LLC as our independent registered public accounting firm for the year ending March 31, 2015.~~SIGNATURES

~~The~~Pursuant ~~final~~to ~~votes~~the ~~cast~~requirements of the Securities and Exchange onAct of 1934, the ~~two~~registrant ~~proposals~~has ~~are~~duly ascaused ~~follows:~~this report to be signed on its behalf by the undersigned hereunto duly authorized.

Proposal No. 1 Election of Directors

	American Sands Energy Corp.

Date: July 2, 2015	By:	/s/ William C. Gibbs
		William C. Gibbs, CEO

Name	Votes For	Votes Withheld	Abstained
William C. Gibbs	19,410,088	-0-	-0-
William H. Champion	19,410,088	-0-	-0-
Mark F. Lindsey	19,410,088	-0-	-0-
Gayle McKeachnie	19,410,088	-0-	-0-
Justin Swift	19,410,088	-0-	-0-

Proposal No. 2 Ratification of Appointment of Independent Accounting Firm

Votes For	Votes Withheld	Abstained
19,410,088	-0-	-0-

SIGNATURES

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

	American Sands Energy Corp.
Date: August 21, 2014	By:	/s/ Daniel F. Carlson
		Daniel F. Carlson, Chief Financial Officer

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