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): ~~June~~July 3031, 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.)

~~4760~~201 ~~South~~S. ~~Highland~~Main ~~Drive~~St., ~~Suite~~STE ~~341~~1800, Salt Lake City, Utah ~~84117~~84111

(Address of principal executive offices)

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

(Registrant’s telephone number)

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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.

~~Daniel~~Effective ~~Carlson~~August ~~served~~3, ~~as Vice President~~2015, ~~Chief~~ ~~Financial Officer of~~ American Sands Energy Corp. (the “Company”), ~~pursuant~~engaged ~~to the Amended and Restated Employment Agreement between the Company and Mr~~R. ~~Carlson~~Glenn ~~dated~~McGinnis ~~May 15, 2013,~~ as ~~amended~~its ~~June~~Chief ~~10,~~Operating ~~2014~~Officer. ~~(the “Agreement”)~~Mr. ByMcGinnis ~~its~~replaces Robin ~~terms~~Gereluk, ~~the~~whose ~~Agreement expired June 30, 2015, and as a consequence Mr. Carlson’s~~ employment as ~~Vice President,~~ Chief ~~Financial~~ Operating Officer was terminated on ~~that~~July ~~date~~31, 2015.

~~David~~Mr. ~~Hardman~~McGinnis, age 5166, ~~has~~is ~~been~~currently ~~engaged~~a member toand ~~serve~~manager, asand ~~interim~~the ~~Chief~~chief ~~Financial~~executive ~~Officer~~officer of ~~the~~Universal ~~Company~~Oil ~~until~~Recovery, ~~his~~LLC, ~~replacement~~a bycompany ~~the~~that ~~board~~has ofdeveloped ~~directors~~a orsuite ~~resignation.~~of ~~For~~solvents for ~~the~~extracting ~~past~~oil ~~five~~from ~~years~~oil shale, Mroil sands, and coal. ~~Hardman~~He has ~~owned~~been pursuing this venture and ~~operated~~providing ~~DBH~~consulting ~~Consulting~~and ~~LLC,~~advisory aservices on ~~CFO~~refinery ~~outsourcing~~development ~~business~~and ~~that~~operation ~~specializes~~since inJanuary ~~working with~~2011. ~~smaller~~For ~~reporting~~over ~~public~~five ~~companies.~~years ~~Prior~~prior to ~~that~~2011, Mr. ~~Hardman~~McGinnis ~~spent~~served ~~fourteen~~as ~~years~~the ~~working~~chief ~~in auditing and consulting for~~executive ~~large~~officer ~~public~~of ~~accounting~~Arizona ~~firms~~Clean ~~and~~Fuels ~~nine~~Yuma ~~years~~LLC, ~~working~~where inhe ~~private~~managed ~~industry~~the asprocess afor ~~controller~~developing of a ~~public~~60,000 ~~company~~barrel ~~and~~per aday ~~CFO~~oil ofrefinery ~~a privately~~situated ~~held~~near ~~oil~~Yuma, ~~refining~~Arizona. ~~company~~Mr. ~~The~~McGinnis ~~Company~~has isspent ~~still~~nearly inall ~~the process~~ of ~~obtaining~~his ~~government~~professional ~~permits,~~career soworking ~~for~~in the ~~time~~engineering, ~~being~~development, ~~Mr. Hardman~~construction, ~~will~~and ~~work~~operation ~~the hours required to perform the functions~~ of ~~the~~refineries ~~position~~ and ~~the~~chemical ~~Company~~related ~~will~~businesses, ~~pay~~which ~~him~~has atincluded aserving ~~rate~~as Director of ~~$150~~Engineering, ~~per hour.~~Construction Inand ~~addition~~Planning, ~~the~~and ~~Company~~as ~~will~~Vice ~~grant~~President anand ~~award~~General ofManager ~~stock~~for ~~options~~El toPaso ~~Mr.~~Corporation’s ~~Hardman~~Aruba toRefinery, ~~purchase~~and ~~125,000~~serving ~~shares~~as President and CEO of ~~Company~~Orion ~~common~~Refining ~~stock at~~Corporation anwhere ~~exercise~~he ~~price~~had oftotal ~~$0.34~~responsibility ~~that~~for ~~expire~~the ~~five~~day-to-day ~~years~~operation ~~from~~of the ~~date~~company ofas ~~grant~~well ~~and~~as completion ~~vest~~of ~~one-third~~a on$1 ~~the~~billion ~~date~~capital ofproject ~~grant~~to expand and anrestart ~~additional one-third~~a on155,000 ~~the~~barrel ~~next~~per ~~two~~day ~~anniversaries~~refinery ofin ~~the~~Southern ~~grant date~~Louisiana.

~~Item~~As 8noted above, Mr. McGinnis is an officer and owner of Universal Oil Recovery LLC. Effective January 24, 2012, the Company entered into a License, Development and Engineering Agreement with Universal Oil Recovery LLC and SRS International (the “License Agreement”) whereby the Company was granted an exclusive non-transferable license to use certain technology in its proposed business to extract bitumen from oil sands. The territory covered by the agreement includes the state of Utah and any other geographic location in which a future designated project is commenced by or through the Company. On November 18, 2013, the Company entered into an Amended and Restated License, Development and Engineering Agreement with Universal Oil Recovery LLC (“Amendment”). The Amendment amends and restates the License Agreement. Pursuant to the terms of the Amendment, the previous royalties of 75% on projects outside of Utah and the minimum royalty of $1,000,000 per year on such agreements have been eliminated. Pursuant to the Amendment, the Company will now pay royalties on projects outside of Utah of 15% of the net fees (net of all costs other than general and administrative expenses) collected by the Company on any license of the technology. In addition, the $25,000 per month management fee is eliminated until a permanent financing is closed (minimum of $25,000,000), at which time the payment will be reinstated. In consideration of the amendment, the Company agreed to make certain payments to Universal Oil Recovery LLC and issued to it 575,000 warrants to purchase common stock of the Company for $0.01 ~~Other~~per ~~Events~~share, exercisable for ten years. The term of the License Agreement, as amended, is for 20 years and thereafter so long as production of products using the technology is commercially and economically feasible.

~~Effective~~The ~~June~~Company ~~24,~~has ~~2015,~~agreed ~~Justin~~to ~~Swift~~pay ~~resigned~~to Mr. McGinnis ~~from~~a ~~the~~monthly ~~Board~~fee of ~~Directors~~$2,500, ofplus ~~the~~an ~~Company~~additional ~~pursuant~~$200 tofour aeach ~~letter~~hour ofworked ~~resignation.~~in ~~Mr.~~excess ~~Swift~~of ~~resigned~~20 ~~for~~hours ~~personal~~per ~~reasons~~month.

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: July 2, 2015	By:	/s/ William C. Gibbs
Date: August 5, 2015	By: /s/ William C. Gibbs
	William C. Gibbs, CEO	~~William C. Gibbs, CEO~~

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