American Sands Energy (AMSE) 10-Q 19 Aug 15 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Jun. 30, 2015	Aug. 18, 2015
Document And Entity Information
Entity Registrant Name	American Sands Energy Corp.
Entity Central Index Key	1,432,001
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		33,393,828
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Mar. 31, 2015
Current assets:
Cash	$ 5,348	$ 191,460
Prepaid and other current assets	171,435	256,324
Total current assets	176,783	447,784
Property and equipment, net	1,590	1,744
Other assets	562,259	451,690
Total assets	740,632	901,218
Current liabilities:
Accounts payable	416,933	323,247
Accrued expenses	228,916	100,715
Total current liabilities	645,849	423,962
Derivative liability	0	691,859
Total liabilities	$ 645,849	$ 1,115,821
Commitments and contingencies (Notes 3, 4 and 10)
Stockholders' equity:
Common stock, $.001 par value: 200,000,000 shares authorized; 33,393,828 shares outstanding	$ 33,394	$ 33,394
Additional paid-in capital	18,433,475	17,650,426
Accumulated deficit	(18,376,204)	(17,902,541)
Total stockholders' equity (deficit)	94,783	(214,603)
Total liabilities and stockholders' equity (deficit)	740,632	901,218
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock, $.001 par value: 10,000,000 shares authorized; 4,750,000 shares designated as Series A preferred stock; 4,118,210 Series A preferred shares outstanding	4,118	4,118
Total stockholders' equity (deficit)	$ 4,118	$ 4,118

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Mar. 31, 2015
Stockholders' deficit:
Preferred stock, par value	$ 0.001	$ .001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ .001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	33,393,828	33,393,828
Common stock, shares outstanding	33,393,828	33,393,828
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	4,750,000	4,750,000
Preferred stock, shares outstanding	4,118,210	4,118,210

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Revenues	$ 0	$ 0
Operating expenses:
General and administrative	330,826	567,824
Research and development	73,417	104,328
Mineral lease	69,220	69,220
Total operating expenses	473,463	741,372
Loss from operations	(473,463)	(741,372)
Other (income) expense:
Loss on derivative	0	146,302
Loss before provision for income taxes	(473,463)	(887,674)
Provision for income taxes	(200)	(100)
Net loss	(473,663)	(887,774)
Less: cumulative preferred stock dividends	(86,245)	(96,758)
Net loss attributable to common stockholders	$ (559,908)	$ (984,532)
Net loss per common share - basic and diluted	$ (.02)	$ (.03)
Weighted average common shares outstanding - basic and diluted	33,393,828	31,016,036

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Jun. 30, 2015 - USD ($)	Series A Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Mar. 31, 2015	4,118,210	33,393,828
Beginning balance, value at Mar. 31, 2015	$ 4,118	$ 33,394	$ 17,650,426	$ (17,902,541)	$ (214,603)
Stock-based compensation			91,190		91,190
Reclassification of preferred stock conversion feature (See Notes 2 and 5)			691,859		691,859
Net loss				(473,663)	(473,663)
Ending balance, shares at Jun. 30, 2015	4,118,210	33,393,828
Ending balance, value at Jun. 30, 2015	$ 4,118	$ 33,394	$ 18,433,475	$ (18,376,204)	$ 94,783

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (473,663)	$ (887,774)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	154	207
Loss on derivative liability	0	146,302
Stock-based compensation expense	91,190	269,880
Decrease in operating assets:
Prepaid and other current assets	84,889	50,928
Increase (decrease) in operating liabilities:
Accounts payable	93,686	142,732
Accrued expenses	128,201	(8,209)
Net cash used in operating activities	(75,543)	(285,934)
Cash flows from investing activities:
Mine permitting and other costs	(110,569)	(73,159)
Net cash used in investing activities	(110,569)	(73,159)
Cash flows from financing activities:
Proceeds from issuance of preferred stock units, net	0	341,000
Proceeds from exercise of warrants	0	33,035
Principal and interest payments on notes payable	0	(2,228)
Net cash provided by financing activities	0	371,807
Net increase (decrease) in cash	(186,112)	12,714
Cash, beginning of the period	191,460	2,006,007
Cash, end of the period	5,348	2,018,721
Supplemental disclosures of cash flow information:
Income taxes paid	$ 200	$ 200

1. Description of Business and

1. Description of Business and Nature of Operations	3 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Nature of Operations	American Sands Energy Corp. (“AMSE” or the “Company”) is a pre-production oil company with oil sands resources located near Sunnyside, Utah that has not commenced planned principal operations. The Company’s activities since inception have consisted principally of acquiring lease rights, raising capital, performing research and development activities with regard to its oil sands extraction technology, working to obtain the required permits necessary to mine the oil sands, and developing the plans to construct a bitumen extraction facility. The Company’s activities are subject to significant risks and uncertainties including failing to secure the additional funding required to operationalize the Company’s technology. The Company intends to mine the oil sands ore using conventional mining techniques and use a proprietary solvent to extract oil from the oil sands ore. Management believes that the water-free process produces high quality bitumen, recovers nearly 100% of the solvent, requires no tailings ponds, and its only by-product is reclamation ready sand. Since inception, the Company has been engaged in the business of acquiring and developing oil sands assets and technologies used to separate the oil contained in oil sands. The Company anticipates that its primary operations will include the mining of oil sands, the separation of oil products therefrom and the sale of oil and oil by-products. The Company has acquired rights to approximately 1,760 acres of prime oil sands deposits in the Sunnyside area of Utah through its mineral leases as more fully described in Note 4 to the condensed consolidated financial statements. Effective January 24, 2012, the Company entered into a License, Development and Engineering Agreement with Universal Oil Recovery Corp. (“UOR”) 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 (“Amendment”) with UOR. 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 issued to UOR, 575,000 warrants to purchase common stock of the Company for $0.01 per share, exercisable for ten years. The term of the License Agreement is 20 years and thereafter so long as production of products using the technology is commercially and economically feasible.

2. Significant Accounting Polic

2. Significant Accounting Policies	3 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Significant Accounting Policies	These financial statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial statements have been included. The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates, and assumptions that could affect the reported amounts of assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. a) Principles of Consolidation The condensed consolidated financial statements include the consolidated operations of American Sands Energy Corp. and its wholly owned subsidiary Green River Resources Inc. (“GRI”). All significant intercompany balances and transactions have been eliminated in consolidation. b) Mineral Leases In certain cases, the Company capitalizes costs related to investments in mineral lease interests. Such costs include mineral lease acquisition costs. Costs are deferred until such time as the extent of proved developed reserves has been determined and mineral lease interests are either developed, the property sold or the mineral lease rights are allowed to lapse. To date, all exploration and lease costs have been expensed. c) Other Assets During the three months ended June 30, 2015 and 2014, the Company capitalized $25,049 and $73,159 of costs, respectively, associated with mine permitting. As of June 30, 2015, the Company had $432,674 of mine permitting costs capitalized. d) Research and Development The Company continues to develop additional technology related to its proprietary bitumen extraction process. To date, the Company has expensed costs associated with developing its technology as research and development costs. For the three months ended June 30, 2015 and 2014, the Company incurred costs of $73,417 and $104,328, respectively, for research and development of its technologies. e) Stock-based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options and warrants granted. For employee stock options, the Company records the grant-date fair value as expense over the period in which it is earned, typically the vesting period. For consultants, the fair value of the stock-based award is recorded as expense over the term of the service period, and unvested amounts are revalued using the Black-Scholes model at each reporting period. For warrants issued to lenders, the Company records the grant-date fair value of the warrants, and any resulting beneficial conversion feature for convertible debt, as a debt discount. The discount is then amortized over the term of the convertible debt as non-cash interest expense. f) Net Loss Per Common Share Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of dilutive common share equivalents during the period. Common share equivalents include preferred stock, outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, common share equivalents are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the three months ended June 30, 2015 and 2014. As of June 30, 2015 and 2014, the Company had cumulative, undeclared dividends that had not been accrued related to its preferred stock of $495,160 and $170,358, respectively. For the three months ended June 30, 2015 and 2014, the Company had accrued preferred stock dividends of $86,245 and $96,758, respectively, which were added to net loss in the consolidated statements of operations in order to calculate net loss per common share attributable to common stockholders. g) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In May 2014, the FASB Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contracts with a customer. Step 2: Identify the performance obligations in the contracts. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contracts. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. Until the Company begins to recognize revenue, its financial statements will not be affected by the adoption of ASU 2014-09. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815) – Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity The Company adopted ASU 2014-16 effective April 1, 2015. The Company conducted an evaluation of its preferred stock offering and the related conversion feature. The Company concluded that the conversion feature is clearly and closely related to the preferred stock and that the preferred stock is more akin to equity. As a result of adopting ASU 2014-16, the Company reclassified the embedded derivative liability related to the preferred stock conversion feature to additional paid-in capital. See Note 5.

3. Going Concern

3. Going Concern	3 Months Ended
	Jun. 30, 2015
Risks and Uncertainties [Abstract]
Going Concern	The Company’s financial statements have been prepared using the going concern assumption which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. The Company has incurred substantial losses from operations and has negative cash flows from operating activities, which raise substantial doubt about the Company’s ability to continue as a going concern. The Company sustained a net loss for the three months ended June 30, 2015 of $473,663 and has an accumulated deficit of $18,376,204 as of June 30, 2015. In addition, the Company estimates it will require approximately $150,000,000 in capital to commence principal operations. The Company intends to continue its research and development efforts, but does not have any revenues in order to finance these activities internally. As a result, the Company intends to seek financing to fund its operations. The Company has been able to meet its short-term needs primarily through loans from third parties, private placements of equity and debt securities, and settling certain obligations owed to vendors and related parties through the issuance of equity securities such as preferred stock, common stock, and warrants. The Company plans to continue to obtain financing through the sale of equity or debt securities in order to finance operations until it can generate positive cash flows from operating activities. The private and public equity placements are expected to provide the needed funds for continued operations and further research and development of the Company’s proprietary oil sands refining methods. The Company can provide no assurance that it will be able to obtain sufficient additional financing needed to develop its technology and alleviate doubt about its ability to continue as a going concern. To the extent the Company raises additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

4. Mineral Leases

4. Mineral Leases	3 Months Ended
	Jun. 30, 2015
Extractive Industries [Abstract]
Mineral Leases	During 2005, the Company acquired three oil sands mineral leases: (1) an undivided 40% interest in a 1,120-acre parcel, (2) an undivided 20% interest in the same 1,120-acre parcel, and (3) an undivided 16.666% interest in a 640-acre parcel. These leases are located in Carbon County, Utah. Effective September 5, 2014, the first lease was extended through December 31, 2020 and, effective September 26, 2014, the lease terms on the second and third leases were extended through December 31, 2019. The minimum annual lease payments on the leases are $268,915. In 2009, a fourth lease was entered into with William G. Gibbs, a relative of the Chief Executive Officer of the Company, for an additional undivided 5% interest in the 640-acre parcel (for a total 21.666% undivided interest in the 640-acre parcel). This lease is located in Carbon County, Utah, adjacent to the 1,120-acre parcel. This lease has a 6-year life with a minimum yearly lease payment of $7,965 and, pursuant to an Addendum dated September 28, 2014, is scheduled to terminate by December 31, 2020, if the property has not reached commercial production. The Company’s interest in these leases is conditioned upon the payments of royalties, minimum yearly investment in development, tax payments, and other obligations to the owners of the leases. Two of the four leases are conditioned upon reaching the production stage by December 31, 2020, while one of the other leases requires production by December 31, 2019. If the Company does not attain average production of at least 500 barrels per day (“bbl/d”) by these dates, the interest in these leases may be terminated. Upon commencement of operations, each lease requires a production royalty of 10% of the market value of the minerals sold, net of applicable costs and expenses. The Company has the right, but not the obligation, to pool or unitize the leases, such that the ore mined is allocated between, and the royalties paid, on their proportionate interests. If not pooled, the owners will be paid royalties only to the extent the oil sands ore is mined on their respective properties. Through June 30, 2015, no production royalties were accrued or paid because production on these properties had not commenced. After three consecutive calendar years of production on the 1,120-acre parcel, the production royalty on the 1,120-acre parcel shall be the greater of the 10% royalty or $1,000,000 annually. Once production begins, all rents paid count towards the Company’s production royalty commitments. Future minimum lease payments are as follows for the years ending: June 30, 2016 $ 276,880 2017 276,880 2018 276,880 2019 276,880 2020 188,599 Total future minimum lease payments $ 1,296,119

5. Derivative Liability

5. Derivative Liability	3 Months Ended
	Jun. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liability	In connection with the Company issuing its Series A preferred stock units described in Note 6, the Company previously accounted for the conversion feature related to down-round protection provided to the preferred stockholders in the event that the Company sells its common stock at a price below $0.35 per share as a derivative liability. As more fully described in Note 2, the Company adopted ASU 2014-16 effective April 1, 2015 and conducted an evaluation of its preferred stock offering and the related conversion feature. The Company concluded that the conversion feature is clearly and closely related to the preferred stock and that the preferred stock is more akin to equity. As a result of adopting ASU 2014-16, the Company reclassified its embedded derivative liability of $691,859 to additional paid-in capital. Prior to the adoption of ASU 2014-16, the Company bifurcated its embedded derivative and accounted for it as a liability while the corresponding preferred stock was accounted for as equity. With the assistance of a third-party valuation specialist, the Company valued the derivative liability based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1 Quoted prices in active markets that are accessible at the measurement date for assets or liabilities. Level 2 Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. Level 3 Unobservable inputs that are used when little or no market data is available, which require the Company to develop its own assumptions about how market participants would value the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosure each quarter. Assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 is summarized as follows: Fair Value as of March 31, 2015 Level 1 Level 2 Level 3 Total Liabilities Embedded derivative $ – $ – $ 691,859 $ 691,859 The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value on a recurring basis for the three months ended June 30, 2015: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Embedded Derivative Liability Beginning balance, March 31, 2015 $ 691,859 Adjustments Adoptions of ASU 2014-16 (691,859) Ending balance, June 30, 2015 $ – Given the nature of the derivative liability, the carrying amounts of $0 and $691,859 reported in the accompanying condensed consolidated balance sheets as of June 30, 2015 and March 31, 2015, respectively, were derived from Level 3 inputs and represent management’s best estimates of fair value. Key assumptions used in the valuation of the embedded derivatives as of March 31, 2015 using a Monte Carlo analysis methodology are as follows: Threshold barrier $ 0.35 Average price below $0.35 per share $ 0.07 Probability of offer below $0.35 per share 3% Preferred share conversion price $ 1.40 Conversion ratio 20.00

6. Preferred Stock

6. Preferred Stock	3 Months Ended
	Jun. 30, 2015
Preferred Stock, Including Additional Paid in Capital [Abstract]
Preferred Stock	In October 2013, the Company initiated a preferred stock unit offering (the “Preferred Stock Offering”) to raise up to $2,000,000 with an option to increase the offering by an additional $500,000 based on market conditions and investor interest. On March 20, 2014, the board authorized an increase in the Preferred Stock Offering from $2,500,000 to $6,650,000. Each unit of the Preferred Stock Offering sells for $1.40 and entitles the holder to receive one share of Series A Preferred Stock (the “Series A Stock”) along with one warrant to purchase a share of the Company’s common stock at $0.45 per share and one warrant to purchase the Company’s common stock at $0.70 per share (hereafter, together referred to as “Series A preferred stock units”). In November 2013, the board of directors adopted resolutions approving “the designation of Series A Preferred Stock,” and a Certificate of Designation was filed with the state of Delaware. On March 4, 2014, the board of directors approved a resolution increasing the total number of authorized shares of the Series A Stock from 3,250,000 to 4,750,000. On March 5, 2014, the Company filed with the state of Delaware a Certificate of Designation to effectuate the increase in authorized shares of Series A Stock. There was no change to the original rights, privileges, and preferences of the Series A Stock. Series A preferred stockholders are entitled to receive dividends of 6% and have a liquidation preference equal to $1.40 per share for each outstanding share of Series A Stock (as adjusted for stock splits, stock dividends and recapitalizations) plus an amount equal to declared but unpaid dividends thereon. As of June 30, 2015 and March 31, 2015, the liquidation preference for the Series A Stock was $5,765,494. Holders of Series A Stock have the right at any time after the date of issuance to convert their Series A Stock to common stock based on a ratio determined by dividing $1.40 by the Conversion Price in effect at the time for such shares. The Conversion Price is the lower of $0.35 per share or the lowest price that any additional shares of common stock were issued after the initial purchase date. Common shares issued in transactions such as granting of employee incentive options pursuant to the Company’s 2011 Long-Term Incentive Plan, shares issued in certain financings, and shares issued to acquire technology or assets do not reduce the Conversion Price. The Series A Stock automatically converts upon the Company completing a financing transaction of $10,000,000 or more. The Preferred Stock Offering was closed for new commitments on March 31, 2014. As of June 30, 2015, the Company had issued a total of 4,662,120 Series A preferred stock units. The Company received net cash proceeds of $3,701,615 from selling 2,846,054 Series A preferred stock units and issued an additional 1,532,382 Series A preferred stock units in connection with conversions of convertible debt and accrued interest totaling $1,925,647 and conversions of related-party debt and accrued interest of $131,101. The Company used a portion of the proceeds to complete required test drilling at its Sunnyside site location in connection with its project permitting process and for general corporate purposes. As of June 30, 2015 and March 31, 2015, there were 4,118,210 shares of Series A Stock outstanding.

7. Common Stock

7. Common Stock	3 Months Ended
	Jun. 30, 2015
Equity [Abstract]
Common Stock	No common stock was issued during the three months ended June 30, 2015. During the three months ended June 30, 2014, 28,571 shares of Series A Stock were converted into 114,284 shares of the Company’s common stock. The Company issued an additional 1,874 shares of common stock to settle cumulative dividends for the Series A preferred shares that were converted. During the three months ended June 30, 2014, warrants to purchase 68,000 shares of common stock were exercised resulting in cash proceeds of $33,035.

8. Warrants

8. Warrants	3 Months Ended
	Jun. 30, 2015
Warrants and Rights Note Disclosure [Abstract]
Warrants	The Company has issued various classes of warrants as described below: a) Private Placement Warrants In connection with the Company’s private placement of common stock initiated in 2012, the Company granted warrants to the stock purchasers. These warrants give the holders the right to purchase shares of the Company’s common stock at $1.15 per share for a 2-year period. In March 2014, the Company issued 121,259 3-year warrants to purchase the Company’s common stock at $1.15 to certain convertible note holders who converted their notes to Series A preferred stock units. As of June 30, 2015 and March 31, 2015, there were 121,259 private placement warrants outstanding of which 44,517 were issued to brokers associated with the transaction. b) Debt Exchange Warrants On September 30, 2013, the Company exchanged warrants to purchase 3,260,000 shares of common stock of the Company for a related-party convertible note payable and simultaneously canceled the note. On September 30, 2013, the Company exchanged warrants to purchase 2,260,000 shares of common stock of the Company for the outstanding payroll obligation owed to the Company’s CEO in the amount of $1,049,350. The warrants give the holders the right to purchase the Company’s common stock at $0.01 for a 10-year period. All of the warrants remain outstanding as of June 30, 2015. c) Series A Preferred Stock Warrants In connection with the Company’s Preferred Stock Offering through June 30, 2015, the Company issued 4,378,436 warrants to purchase the Company’s common stock at $0.45 and 4,378,436 warrants to purchase the Company’s common stock at $0.70 per share. The warrants have a 5 year term and a cashless exercise provision. As of June 30, 2015, 8,739,017 warrants remain outstanding. The Company issued 214,285 Series A preferred stock units for research and development expenses. The issuance included 214,285 warrants to purchase the Company’s common stock at $0.45 per share and 214,285 warrants to purchase the Company’s common stock at $0.70 per share. All of the warrants remain outstanding as of June 30, 2015. The Company issued 69,399 Series A preferred stock units to placement agents associated with the Preferred Stock Offering. The issuance included 69,399 warrants to purchase the Company’s common stock at $0.45 per share and 69,399 warrants to purchase the Company’s common stock at $0.70 per share. All of the warrants remain outstanding as of June 30, 2015. d) Broker Warrants In connection with the Company’s Preferred Stock Offering through June 30, 2015, the Company issued 1,175,292 warrants to purchase the Company’s common stock at $0.35 per share for a 5 year period. The warrants were issued to brokers associated with the Preferred Stock Offering. All of the warrants remain outstanding as of June 30, 2015. e) Other Common Stock Warrants In connection with the amended License Agreement described in Note 1, the Company issued 575,000 warrants to purchase common stock of the Company at $0.01 per share. The estimated fair value of these warrants of $201,250 was recorded as research and development expense during the year ended March 31, 2014. The warrants remain outstanding as of June 30, 2015.

9. Long-Term Incentive Plan

9. Long-Term Incentive Plan	3 Months Ended
	Jun. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Long-Term Incentive Plan	In April 2011, the Company adopted the 2011 Long-Term Incentive Plan (the “2011 Plan”) which provides for the issuance of up to 7,000,000 shares of the Company’s common stock. During the three months ended June 30, 2015, the Company did not issue any options under the 2011 Plan. The summary of option activity for the three months ended June 30, 2015 is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (years) Balance as of March 31, 2015 5,922,500 $ 0.53 3.22 Granted – – – Exercised – – – Canceled (6,250 ) 0.50 1.21 Expired – – – Balance as of June 30, 2015 5,916,250 $ 0.53 2.95 Outstanding and exercisable options presented by price range as of June 30, 2015 are as follows: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Number of Remaining Average Number of Average Exercise Options Life Exercise Options Exercise Price Outstanding (Years) Price Exercisable Price $ 0.25 50,000 1.64 $ 0.25 50,000 $ 0.25 0.35 860,000 3.08 0.35 594,170 0.35 0.40 3,087,500 2.75 0.40 3,087,500 0.40 0.50 68,750 1.21 0.50 68,750 0.50 0.65 875,000 4.15 0.65 291,667 0.65 0.72 325,000 3.95 0.72 216,666 0.72 1.15 650,000 1.86 1.15 650,000 1.15 $0.25-$1.15 5,916,250 2.95 0.53 4,958,753 0.51 The estimated fair value of the Company’s stock options, less expected forfeitures, is amortized over the options’ vesting period on a straight-line basis. The Company recognized $91,190 and $269,880 of equity-based compensation expense during the three months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $314,129 of total unrecognized compensation cost with a weighted-average vesting period of approximately 9 months. The intrinsic values of outstanding and vested stock options were as follows: June 30, March 31, 2015 2015 Intrinsic value - options outstanding $ – $ 500 Intrinsic value - options exercisable $ – $ 375 Intrinsic value - options exercised $ – $ –

10. Subsequent Events

10. Subsequent Events	3 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Subsequent Events	On July 1, 2015, David Hardman was engaged to serve as the Company’s new interim Chief Financial Officer until his replacement by the board of directors or resignation. The Company is still in the process of obtaining government permits, so for the time being the interim Chief Financial Officer will work the hours required to perform the functions of the position and the Company will pay him at a rate of $150 per hour. In addition, the Company granted an award of stock options to the interim Chief Financial Officer to purchase 125,000 shares of Company common stock at an exercise price of $0.34 per share 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 date of grant. Effective August 3, 2015, the Company engaged R. Glenn McGinnis as its Chief Operating Officer. Mr. McGinnis replaces the former Chief Operating Officer whose employment with the Company terminated on July 31, 2015. The Company has agreed to pay to Mr. McGinnis a monthly fee of $2,500, plus an additional $200 for each hour worked in excess of 20 hours per month.

2. Significant Accounting Pol17

2. Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Principles of Consolidation	a) Principles of Consolidation The condensed consolidated financial statements include the consolidated operations of American Sands Energy Corp. and its wholly owned subsidiary Green River Resources Inc. (“GRI”). All significant intercompany balances and transactions have been eliminated in consolidation.
Mineral Leases	b) Mineral Leases In certain cases, the Company capitalizes costs related to investments in mineral lease interests. Such costs include mineral lease acquisition costs. Costs are deferred until such time as the extent of proved developed reserves has been determined and mineral lease interests are either developed, the property sold or the mineral lease rights are allowed to lapse. To date, all exploration and lease costs have been expensed.
Other Assets	c) Other Assets During the three months ended June 30, 2015 and 2014, the Company capitalized $25,049 and $73,159 of costs, respectively, associated with mine permitting. As of June 30, 2015, the Company had $432,674 of mine permitting costs capitalized.
Research and Development	d) Research and Development The Company continues to develop additional technology related to its proprietary bitumen extraction process. To date, the Company has expensed costs associated with developing its technology as research and development costs. For the three months ended June 30, 2015 and 2014, the Company incurred costs of $73,417 and $104,328, respectively, for research and development of its technologies.
Stock-based Compensation	e) Stock-based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options and warrants granted. For employee stock options, the Company records the grant-date fair value as expense over the period in which it is earned, typically the vesting period. For consultants, the fair value of the stock-based award is recorded as expense over the term of the service period, and unvested amounts are revalued using the Black-Scholes model at each reporting period. For warrants issued to lenders, the Company records the grant-date fair value of the warrants, and any resulting beneficial conversion feature for convertible debt, as a debt discount. The discount is then amortized over the term of the convertible debt as non-cash interest expense.
Net Loss Per Common Share	f) Net Loss Per Common Share Basic earnings or loss per common share is computed on the basis of the weighted average number of shares outstanding during the periods. Diluted earnings or loss per common share is calculated on the basis of the weighted average number of common shares outstanding during the period plus the effect of dilutive common share equivalents during the period. Common share equivalents include preferred stock, outstanding stock options and warrants and convertible debt instruments. For periods in which a net loss is reported, common share equivalents are excluded because they are antidilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the three months ended June 30, 2015 and 2014. As of June 30, 2015 and 2014, the Company had cumulative, undeclared dividends that had not been accrued related to its preferred stock of $495,160 and $170,358, respectively. For the three months ended June 30, 2015 and 2014, the Company had accrued preferred stock dividends of $86,245 and $96,758, respectively, which were added to net loss in the consolidated statements of operations in order to calculate net loss per common share attributable to common stockholders.
Recent Accounting Pronouncements	g) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In May 2014, the FASB Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contracts with a customer. Step 2: Identify the performance obligations in the contracts. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contracts. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. Until the Company begins to recognize revenue, its financial statements will not be affected by the adoption of ASU 2014-09. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In November 2014, the FASB issued ASU 2014-16, Derivatives and Hedging (Topic 815) – Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity The Company adopted ASU 2014-16 effective April 1, 2015. The Company conducted an evaluation of its preferred stock offering and the related conversion feature. The Company concluded that the conversion feature is clearly and closely related to the preferred stock and that the preferred stock is more akin to equity. As a result of adopting ASU 2014-16, the Company reclassified the embedded derivative liability related to the preferred stock conversion feature to additional paid-in capital. See Note 5.

4. Mineral Leases (Tables)

4. Mineral Leases (Tables)	3 Months Ended
	Jun. 30, 2015
Extractive Industries [Abstract]
Future minimum lease payments	June 30, 2016 $ 276,880 2017 276,880 2018 276,880 2019 276,880 2020 188,599 Total future minimum lease payments $ 1,296,119

5. Derivative Liability (Tables

5. Derivative Liability (Tables)	3 Months Ended
	Jun. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Assets and liabilities measured at fair value	Fair Value as of March 31, 2015 Level 1 Level 2 Level 3 Total Liabilities Embedded derivative $ – $ – $ 691,859 $ 691,859
Level 3 fair value reconciliation	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Embedded Derivative Liability Beginning balance, March 31, 2015 $ 691,859 Adjustments Adoptions of ASU 2014-16 (691,859) Ending balance, June 30, 2015 $ –
Fair value assumptions	Threshold barrier $ 0.35 Average price below $0.35 per share $ 0.07 Probability of offer below $0.35 per share 3% Preferred share conversion price $ 1.40 Conversion ratio 20.00

9. Long-Term Incentive Plan (Ta

9. Long-Term Incentive Plan (Tables)	3 Months Ended
	Jun. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of option activity	Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (years) Balance as of March 31, 2015 5,922,500 $ 0.53 3.22 Granted – – – Exercised – – – Canceled (6,250 ) 0.50 1.21 Expired – – – Balance as of June 30, 2015 5,916,250 $ 0.53 2.95
Outstanding and exercisable options presented by price range	Options Outstanding Options Exercisable Weighted Average Weighted Weighted Number of Remaining Average Number of Average Exercise Options Life Exercise Options Exercise Price Outstanding (Years) Price Exercisable Price $ 0.25 50,000 1.64 $ 0.25 50,000 $ 0.25 0.35 860,000 3.08 0.35 594,170 0.35 0.40 3,087,500 2.75 0.40 3,087,500 0.40 0.50 68,750 1.21 0.50 68,750 0.50 0.65 875,000 4.15 0.65 291,667 0.65 0.72 325,000 3.95 0.72 216,666 0.72 1.15 650,000 1.86 1.15 650,000 1.15 $0.25-$1.15 5,916,250 2.95 0.53 4,958,753 0.51
Intrinsic value of outstanding and vested stock options	June 30, March 31, 2015 2015 Intrinsic value - options outstanding $ – $ 500 Intrinsic value - options exercisable $ – $ 375 Intrinsic value - options exercised $ – $ –

2. Significant Accounting Pol21

2. Significant Accounting Policies (Details Narraive) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Accounting Policies [Abstract]
Capitalized mine permitting	$ 432,674
Mine permitting expenses	25,049	$ 73,159
Research and development expenses	73,417	104,328
Cumulative underclared dividends that had not been accrued	495,160	170,358
Cumulative preferred stock dividends	$ 86,245	$ 96,758

3. Going Concern (Details Narra

3. Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015
Risks and Uncertainties [Abstract]
Net loss	$ (473,663)	$ (887,774)
Accumulated deficit	$ (18,376,204)		$ (17,902,541)
Capital required to continue business			$ 150,000,000

4. Mineral Leases (Details)

4. Mineral Leases (Details)	Mar. 31, 2015USD ($)
Extractive Industries [Abstract]
2,016	$ 276,880
2,017	276,880
2,018	276,880
2,019	276,880
2,020	188,599
Total future minimum lease payments	$ 1,296,119

5. Derivative Liability (Detail

5. Derivative Liability (Details - Liabilities at Fair Value) - USD ($)	Jun. 30, 2015	Mar. 31, 2015
Embedded derivative		$ 691,859
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Embedded derivative		0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Embedded derivative		0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Embedded derivative	$ 0	$ 691,859

5. Derivative Liability (Deta25

5. Derivative Liability (Details - Fair Value Reconciliation)	3 Months Ended
	Jun. 30, 2015USD ($)
Beginning balance	$ 691,859
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Beginning balance	691,859
Adjustments - Adoptions of ASU 2014-16	(691,859)
Ending balance	$ 0

5. Derivative Liability (Deta26

5. Derivative Liability (Details - Assumptions) - Jun. 30, 2015 - Embedded Derivative Financial Instruments [Member] - Monte Carlo [Member]	$ / shares
Threshold barrier	$ .35
Average price below $0.35 per share	$ .07
Probability of offer below $0.35 per share	3.00%
Preferred share conversion price	$ 1.40
Conversion ratio	20

6. Preferred Stock (Details Nar

6. Preferred Stock (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015
Proceeds from sale of preferred stock	$ 0	$ 341,000
Series A Preferred Stock [Member]
Liquidation preference	$ 5,765,494		$ 5,765,494
Preferred stock dividend terms	Series A preferred stockholders are entitled to receive dividends of 6% and have a liquidation preference equal to $1.40 per share for each outstanding share of Series A Stock (as adjusted for stock splits, stock dividends and recapitalizations) plus an amount equal to declared but unpaid dividends thereon.
Preferred stock conversion terms	Holders of Series A Stock have the right at any time after the date of issuance to convert their Series A Stock to common stock based on a ratio determined by dividing $1.40 by the Conversion Price in effect at the time for such shares. The Conversion Price is the lower of $0.35 per share or the lowest price that any additional shares of common stock were issued after the initial purchase date.
Series A preferred stock units issued	4,662,120		4,662,120
Proceeds from sale of preferred stock	$ 3,701,615
Preferred stock units sold	2,846,054
Preferred stock issued in conversion of debt, shares issued	1,532,382
Preferred stock issued in conversion of debt, value	$ 1,925,647
Related party debt and accrued interest converted	$ 131,101

7. Common Stock (Details Narrat

7. Common Stock (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Equity [Abstract]
Warrants exercised		68,000
Proceeds from warrant exercises	$ 0	$ 33,035

8. Warrants (Details Narrative)

8. Warrants (Details Narrative) - $ / shares	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Mar. 31, 2015
Warrants exercised		68,000
Private Placement Warrants [Member]
Warrants outstanding	121,259		121,259
Warrants issued to brokers	44,517		44,517
Debt Exchange Warrants [Member]
Warrants outstanding	5,520,000		5,520,000
Series A Preferred Stock [Member] | Warrants $0.45 [Member]
Warrants issued	4,378,436
Exercise price per share	$ .45
Series A Preferred Stock [Member] | Warrants $0.70 [Member]
Warrants issued	4,378,436
Exercise price per share	$ .70		$ .70
Warrants outstanding			4,378,436
Series A Preferred Stock [Member] | Warrants $0.70 [Member] | Research and development [Member]
Exercise price per share	$ .70
Warrants outstanding	69,399
Series A Preferred Stock [Member] | Series A Preferred Stock Warrants
Warrants outstanding	8,739,017
Series A Preferred Stock Warrants | Warrants $0.45 [Member] | Research and development [Member]
Exercise price per share	$ .45		$ .45
Warrants outstanding	69,399		69,399
Broker Warrants [Member]
Exercise price per share	$ .35		$ .35
Warrants outstanding	1,175,292		1,175,292
Other Common Stock Warrants [Member]
Exercise price per share	$ .01		$ 0.01
Warrants outstanding	575,000		575,000

9. Long-Term Incentive Plan (De

9. Long-Term Incentive Plan (Details-Options Outstanding) - 3 months ended Jun. 30, 2015 - Options [Member] - $ / shares	Total
Number of Shares
Stock option beginning balance	5,922,500
Stock option canceled	(6,250)
Stock option ending balance	5,916,250
Weighted Average Exercise Price
Weighted average exercise price beginning balance	$ .53
Weighted average exercise price canceled	.50
Weighted average exercise price ending balance	$ .53
Weighted Average Remaining Life
Weighted average remaining life (years) beginning balance	3 years 2 months 19 days
Weighted average remaining life (years) options cancelled	1 year 2 months 16 days
Weighted average remaining life (years) ending balance	2 years 11 months 12 days

9. Long-Term Incentive Plan (31

9. Long-Term Incentive Plan (Details-Outstanding and Exercisable) - Jun. 30, 2015 - $ / shares	Total
Exercise Price 0.25 [Member]
Stock option outstanding	50,000
Stock option outstanding weighted average exercise price	$ 0.25
Stock option exerciseable	50,000
Stock option exerciseable weighted average exercise price	$ 0.25
Stock option outstanding weighted average remaining life (years)	1 year 7 months 20 days
Exercise Price 0.35 [Member]
Stock option outstanding	860,000
Stock option outstanding weighted average exercise price	$ 0.35
Stock option exerciseable	594,170
Stock option exerciseable weighted average exercise price	$ 0.35
Stock option outstanding weighted average remaining life (years)	3 years 29 days
Exercise Price 0.40 [Member]
Stock option outstanding	3,087,500
Stock option outstanding weighted average exercise price	$ 0.40
Stock option exerciseable	3,087,500
Stock option exerciseable weighted average exercise price	$ 0.40
Stock option outstanding weighted average remaining life (years)	2 years 9 months
Exercise Price 0.50 [Member]
Stock option outstanding	68,750
Stock option outstanding weighted average exercise price	$ 0.50
Stock option exerciseable	68,750
Stock option exerciseable weighted average exercise price	$ 0.50
Stock option outstanding weighted average remaining life (years)	1 year 2 months 16 days
Exercise Price 0.65 [Member]
Stock option outstanding	875,000
Stock option outstanding weighted average exercise price	$ .65
Stock option exerciseable	291,667
Stock option exerciseable weighted average exercise price	$ .65
Stock option outstanding weighted average remaining life (years)	4 years 1 month 24 days
Exercise Price 0.72 [Member]
Stock option outstanding	325,000
Stock option outstanding weighted average exercise price	$ .72
Stock option exerciseable	216,666
Stock option exerciseable weighted average exercise price	$ .72
Stock option outstanding weighted average remaining life (years)	3 years 11 months 12 days
Exercise Price 1.15 [Member]
Stock option outstanding	650,000
Stock option outstanding weighted average exercise price	$ 1.15
Stock option exerciseable	650,000
Stock option exerciseable weighted average exercise price	$ 1.15
Stock option outstanding weighted average remaining life (years)	1 year 10 months 10 days
Exercise Price 0.25-1.15 [Member]
Stock option outstanding	5,916,250
Stock option outstanding weighted average exercise price	$ .53
Stock option exerciseable	4,958,753
Stock option exerciseable weighted average exercise price	$ .51
Stock option outstanding weighted average remaining life (years)	2 years 11 months 12 days

9. Long-Term Incentive Plan (32

9. Long-Term Incentive Plan (Details-Intrinsic value) - Options [Member] - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2015	Mar. 31, 2015
Intrinsic value - options outstanding	$ 0	$ 500
Intrinsic value - options exercisable	0	375
Intrinsic value - options exercised	$ 0	$ 0

9. Long-Term Incentive Plan (33

9. Long-Term Incentive Plan (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock authorized under plan	7,000,000
Share-based compensation expense	$ 91,190	$ 269,880
Unrecognized compensation cost	$ 314,129
Weighted average vesting period	9 months