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What is Andy Scamassio doing today? What do these people do all day every day for the company that they are taking salary out of? Scamassio and Warren Jr. (previously Sr) and others?
Really what do they do all day long as there is nothing to show for it. Their website hasn't been updated in probably over a year, still says coming soon on the Tea, it been 18 months already.
Where the Keto drink they touted to be released in second quarter 2019? What exactly are they doing to enhance shareholder values?
Then there is the board of directors, what are they doing to enhance shareholder values? Are they actually looking out for the shareholders or themselves? To this point it certainly looks like no one at the company gives a darn about the shareholders.
where is the Keto drink you were touting that was supposed to be released in second quarter? I think that time has passed.
I don't think so. Now the loser Warren Jr is running the show, or not as he apparently isn't doing anything except probably taking the paycheck his father took for doing absolutely nothing. The Warrens have destroyed shareholder value to line their pockets. Where is the Keto drink that smallcapvoice was touting that was to launch in 2nd quarter of this year?
With the low os share count this has some potential but these losers are missing it to line their pockets and suck out all the cash through payroll. Keto is still hot but these losers will miss the boat as these fads can go away quickly.
very disappointing to say the least.
I guess it spelled Schamisso which is super funny to me as it close to Sham.
Where the Keto drink you said would be released in second quarter?
Roy Warren and Andy Schassimo (or however you spell it) have done nothing for this company except ruin shareholder value while sucking out money each month through payroll while issuing themselves massive amounts of stock for absolutely nothing. They spun out the valuable Vapir asset and patents in the biggest cannabis markets ever to assure themselves of a paycheck. They obviously are only looking out for themselves and not the shareholders.
What is the board of directors doing to add shareholder value?
Where is the Keto drink that was to be released second quarter? Somebody better wake up Roy and Andy and tell them second quarter over. These guys are a total disappointment to say the least.
And the winner for the biggest loser for 2019 goes to Roy Warren and Andy Schamisso for eroding shareholder value and taking excessive salaries for little to no production. They spun out the only real income producing asset, Vapir, issued themselves a boat load of stock and take a fat pay check each month all while eroding shareholder value. The board of directors obviously isn’t looking out for the shareholders either. I hope they have good D&O insurance.
The only real DD would be in the filings and I don’t see anything. I wouldn’t call anything posted on this site real DD.
janga , how do they accomplish their stated goals without any cash? They cannot even keep current on stinky pinky filings because they have no cash. I am just asking because I am curious why you think this is going to be such a great company.
Just to make it crystal clear, my posts aren’t intended to lower any price and I would never buy any of this stock no matter how low it goes. I am not part of any group. All I have stated is the facts from the previous filings, and as they aren’t current in their filings that is all one has to go on. No hype, no bashing, just the facts.
Funny thing is I only have this one account. Just because more than one person deems this company to be a pos doesn’t mean it is one person with multiple accounts. Fact, over 900m shares outstanding. Fact: late on filings so you do not really know if they issued more shares, for you to say they didn’t is ignorant and misleading. Fact they increased their authorized to 1.1 billion so why would they do that if they didn’t intend to dilute. Fact they are out of cash per their last filing, the homeless man on the corner of downtown has more cash than this stinky company. Fact, per the filing the insider purchased 500 million shares for $15k. Bottom line is this is one stinky company and this is my only account. You just don’t like to hear the facts that you bought into a total pos.
Correct. 1.1b authorized shares, 940m os shares (may very well be higher now but they late on filings) stinky pinky and they company has no money for its stinky pinky filings. I don’t even think it has a real product. This has to be the worst company I have ever seen. What a dilution machine.
940m shares os at last filing (they not current). 1.1b authorized. Last filing ZERO cash. What a total POS. And a stinky pinky. Pretty funny when a pinky cannot even keep current. Do they even have a real product?
Another great day for Graitute shareholders!!! Stock currently $.03555. This goes lower and lower under Roy Warrens watch. All he has done for shareholders is erode shareholder value and take paychecks. Today is Friday, maybe it payday for Roy and Andy? This is really sad.
This management team has done nothing since last April except for eroding shareholder value and sucking out desperately needed cash through payroll to line their pockets. What do they do for shareholders? Apparently nothing except for proving tax losses.
Nice volume
Just raised another $250k at less than a nickel. How many paychecks will this last?
https://www.organicgratitude.com
These losers haven’t updated their website since it was created. Still says “Coming Soon” for ordering their tea online. How can people buy it online if their website isn’t up to date? Is it because they took all the money for salaries instead of updating their website? I know the tea is available, they issued a pr on it a while ago.
The bottom line is these guys are a big disappointment. They have seriously eroded shareholder value and spun out the major income producing asset (Vapir) in the hottest cannabis market ever.
Absolute worst management team in the country. These clowns have eroded shareholder value since they took over while taking out pay for incompetence. Company has a ridiculously low market cap. Management should forgo cash pay until they produce. Bottom line - these guys suck.
There is a market maker that relentlessly keeps shorting this stock. Every day he hits the bid on the open for anywhere between 100 - 2,000 shares. Today at the open he smacked the bid for 1,000 shares, which is a $20.80 trade before commissions. He does it within seconds of open. Don't let this guy who destroyed the price of this stock get your shares. He has been doing this from at least .08 if not higher. He will have to cover eventually. Go back and look at all the daily trades and you will see the market bid banging almost every day at the market open and for only a nominal amount. Who sells 1,000 at $.02 almost every day?
If no one gives him their shares to help him cover he will only dig a deeper hole for himself. Do your own DD and you will see what I am talking about.
New website: https://ir.organicgratitude.com/
New products to be launched this summer, so anytime soon.
heavily shorted stock, should pop on volume. Only 10.6m shares outstanding. Stellar board and management. No dilution.
As always do your own due diligence. All my opinion.
Obviously you must have lost money with him. Technically he not getting my money as I not investing directly with the company. I guess time will tell, just nothing in the financials that is alarming. 16.8m shares os. Looks like a decent board of directors. I guess we will see where this is in a year. This isn't a quick flip stock.
You obviously don't know how to read a financial statement. From the front of the last 10-Q filed on 5/14/18:
"As of May 14, 2018, there were 16,832,065 shares of common stock, par value $0.001, outstanding."
Pretty much every part of your statement is inaccurate. You must be paid by the market makers trying to keep this down.
Point in fact today they sold within 30 minutes of close 2000 shares at .0705 then 883 shares within 10 minutes of close at .0701. Since you have problems figuring things out, that last sale equates to $62 sale before commissions. Who needs to sell $62 worth of stock before the holiday weekend? It surely help the market makers who are shorting the stock and mark to market.
I see no proof of them selling a convertible death spiral. You need to learn how to read a financial statement before you spew incorrect facts.
Its weird the pressure being put on this stock. Case in point, NITE just went down to .085 premarket. With the reduced OS share count (approx. 16.8m) this should pop once the .09's are cleared out (similar to VAPI popping when overhang cleaned out). Someone has automatic trading in on bid and ask (unless it gets too high or low) it seems they are trying to keep this here for some reason (or take it lower). It just weird trading if you watch level 2. Very similar MM action on the VAPI last year. All my opinion and observations.
New company looks very promising
https://ir.organicgratitude.com/
Stellar management
https://ir.organicgratitude.com/leadership/
The Leadership
Roy Warren was a founder and CEO of a small public company called Bravo Brands from 1997 to 2007. Bravo developed America’s first vitamin-fortified, branded consumer friendly flavored milk line. Having introduced shelf stable bottled flavored milk in 2003, Roy led the company to develop 24 separate skus and in the spring of 2005, consummated a master distribution agreement with Coca Cola Enterprises, the largest beverage distribution company in America. That relationship led to dramatic sales growth, significant capital requirements and material valuation improvement for Bravo Brands. During the time the agreement was in place, the market capitalization of Bravo increased from approximately $20mm to over $300mm. The company raised approximately $10 million in working capital prior to 2005 and during 2005 and 2006 raised an additional $50mm to fund the capital needs for new supply agreements. Bravo ramped up human resources and enormous growth in inventory and receivables. Roy left Bravo after 10 years and immediately, in late 2007, founded Attitude Drinks to develop functional protein delivery drinks made with ultra-filtered milk. This new company was a victim of the capital crisis that emerged in the 2008 to 2009 “great recession”. While Attitude introduced the first real milk, shelf stable, eco-friendly protein recovery drink in America in 2010, the company eventually succumbed to inadequate working capital and ceased operation in 2015.
Andy Schamisso was the Founder and President of Inko’s White Tea for 12 years ending in 2015. Andy successfully commercialized the line of all natural RTD white teas and sold the company and drink brand to a private brand developer in 2015. He created the brand for the discerning consumer and the entire offerings (17 skus in all) were low carb/calorie and/or totally unsweetened. Andy was the first to introduce RTD white tea to the beverage market. He successfully built the brand via its delivery of great taste, rich nutrients and low carbs. The brand sells well to this day across the Country. Andy’s attention to unique, healthy great tasting tea is evident in our development of the five flavors Gratitude will launch first.
Mike Edwards, is the current owner of Car Pro Auto Spa in Stuart, Florida, a position he has held since 2008. He is an entrepreneur with extensive executive and marketing professional experience spanning 26 years in business development, promotion, strategic planning, and finance. He previously worked as the Executive Vice President of International Sales and Marketing at the Bravo! Brands International Corporation. He also served in the United States Navy Reserve as a Lieutenant for five years and brings his experience in private financial banking and indusry experience with Bravo! Brands to his board.
Jack Shea has been involved in the sales and marketing of food and beverages for over 35 years. Mr. Shea has directed the sales and marketing efforts of soft drink bottlers, RTD tea brewers, beer, wine and spirits importers and shelf stable milk companies. He has also led the US divisions of companies from China, Israel and the United Kingdom. Since 2009, Mr. Shea has been Director of Parish Ministries of Religious education at Saints John and Paul Parish and School in Mamaroneck, NY. Mr. Shea was ordained a Deacon in the Catholic Church in 2010 and now devotes his talents and abilities to taking care of the poor and the sick and also teaching in a Catholic School. It goes without saying that Deacon Shea is well suited to be our director.
Bruce Zanca is a master communications strategist, and message architect. Mr. Zanca is an expert in public, investor, and media relations, crisis communications, and corporate marketing He has worked as a “C-Suite” communications executive at four publicly traded businesses; assisting three to complete initial public offerings and helping one to become private. He served as a White House spokesperson and communications advisor for three presidential administrations. His career spans more than 30 years building award-winning “earned media campaigns” for companies to gain positive exposure in broadcast, print, and social media. On December 31, 2014 Mr. Zanca retired as Senior Vice President and Chief Marketing/Communications Officer at Bankrate, Inc. (NYSE: RATE). During his ten year tenure at Bankrate, Inc. the company made 16 corporate acquisitions and grew in market capitalization from approximately $100 Million to as much as $2.2 Billion. Since January, 2014 Mr. Zanca has operated, Zanca Associates, a boutique communications, marketing, and investor relations consultancy. Mr. Zanca is a qualified director for the Company based on his vast experience.
Gratitude-Health-Names-Three-Independent-Directors
ACCESSWIRE•May 7, 2018
NORTH PALM BEACH, FL / ACCESSWIRE / May 4, 2018 / Gratitude Health Inc, ("Gratitude") (GRTD), announced today the appointment of three new independent directors. The company named Jack Shea of Mamaroneck, New York, Mike Edwards of Stuart, Florida and Bruce J. Zanca of Jupiter, Florida as directors. "Along with Andy Schamisso, our President and COO, these new directors bring a wealth of business acumen and vast experience to our beverage business," said Roy G. Warren Sr, Chief Executive officer of Gratitude Health, Inc. "As we launch our five new SKUs of ready-to-drink healthy teas this summer, we will leverage these seasoned executives experience and contacts to help propel our business," Mr. Warren, added.
Mr. Shea will serve as chairman of the compensation committee. Mr. Edwards will chair the audit committee and Mr. Zanca will serve as chairman of the board's compliance committee.
Jack Shea, Independent Director
Jack Shea has been involved in the sales and marketing of food and beverages for over 35 years. Mr. Shea has directed the sales and marketing efforts of soft drink bottlers, Ready to Drink (RTD) tea brewers, beer, wine and spirits importers and shelf stable milk companies. He has also led the US divisions of companies from China, Israel, and the United Kingdom. Since 2009, Mr. Shea has been Director of Parish Ministries of Religious education at Saints John and Paul Parish and School in Mamaroneck, NY. Mr. Shea was ordained a Deacon in the Catholic Church in 2010 and now devotes his talents and abilities to taking care of the poor and the sick and also teaching in a Catholic School. Deacon Shea is well suited to be director as a result of his long experience and understanding in the food and beverage industry.
Mike Edwards, Independent Director
Mike Edwards, who is the owner of Car Pro Auto Spas in Stuart, Florida, a position he has held since 2008, is an entrepreneur with over 26 years in business development, promotion, strategic planning, and finance. He previously worked as Executive Vice President of International Sales and Marketing for Bravo!Brands, International Corporation, an international functional drink marketing firm operating in the Americas, Australia, Europe, and Asia. He also has more than two decades of experience in private banking.
Mr. Edwards also worked as an Executive for Peregrine Enterprises, a market research company that provided custom study, design and implementation for a wide range of Fortune 500 clients. He holds a Bachelor of Science degree from Florida State University and has completed training in market research, banking, sales management, commercial lending, and credit analysis. He also served in the United States Navy Reserve as a Lieutenant for five years.
Bruce Zanca, Independent Director
Over the course of a career spanning more than 30 years, Bruce Zanca has developed a core competency in building award-winning "earned media campaigns" for companies to gain positive exposure in broadcast, print, and social media. He worked as a "C-Suite" communications executive at four publicly traded businesses; assisting three companies to complete initial public offerings and helping to bring one public company private. He served as a White House spokesperson and communications advisor for three presidential administrations. He's lead teams of PR experts to win numerous awards including four American Business Awards "Stevies" and a Telly award for video production. In July 2004 Bruce Zanca joined Bankrate, Inc. (RATE) in as Senior Vice President/Chief Marketing Communications Office. Among Zanca's other responsibilities was managing the company's communications and investor relations efforts. After going private in 2009 in July 2011 Bankrate once again became a public company by making an initial public offering on the New York Stock Exchange (RATE). Zanca continued to manage the company's investor relations programs until he retired from the company on December 31, 2014. Since retired, he has headed Zanca Associates, a public relations and corporate-communications consultancy.
About Gratitude Health, Inc.:
Gratitude Health, Inc. manufactures USDA-certified organic, ready-to-drink "Dragon Well" green teas. The first five SKUs will start to be available in retail outlets later this year. Four products are lightly sweetened flavors of Peach, Wildberry, Blood Orange, Original and one is a zero-calorie Mint flavor. The company's unique packaging consists of thin and tall, mason-jar-like bottles that are etched with one of five debossed pieces of art displaying five elements for which everyone is grateful. This beverage line underscores the Company's promise to offer drinks that promote healthy aging.
Dragon Well tea (culturally known as "Longjing") comes from the pristine, certified-organic fields of Hangzhou China. It has the distinction of being named "The Tea of Emperors" and is the most popular in China. Dragon Well is roasted after picking which prevents oxidation and differentiates it from Japanese green tea, which is steamed during processing. The roasting of Dragon Well Green Tea provides a mellow and refreshing drinking experience, very different from the grassy taste of many Japanese green tea varieties.
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based upon the current beliefs and expectations of Gratitude's management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Risks and uncertainties include but are not limited to, general industry conditions and competition; general economic factors, beverage industry regulation; challenges inherent in new product development, manufacturing difficulties or delays; dependence on the effectiveness of protections for innovative products and the exposure to litigation.
Contact:
Andrew Schamisso
Gratitude Health, Inc.
561-227-2727
Andy@OrganicGratitude.com
IR.OrganicGratitude.com
SOURCE: Gratitude Health Inc
Proof in point, someone just whacked the bid at the open for 200 shares at $.0769. That is like $15 worth of stock, no one sells $15 worth of stock at open at market unless they trying to shake out stock.
Someone is trying to keep this stock down like before. Major blocks of stock on the offer and they jump the bid by .0001. Looks like someone trying to shake out stock. In December when the large block was cleaned up this ran in January.
This stock was higher when they announced the business combination/spin out, I would figure this to go higher than that at some point as Hamid and current management would have serious problems spinning out valuable assets that are generating revenues.
All my opinion, as always do your own due diligence, but I think this is worth a pop at some point soon.
Where is Hamid? Do the guys sit around all day smoking Pot? This clown has done absolutely nothing to add shareholder value. How much is he sucking out of the company in salary? How are the sales going? Who is on the board as the are doing an absolute horrific job of adding shareholder value. What a disappointing company to say the least.
Management sucks imo! They don't call back investors. How are product sales going? What is going on with company? What is management doing to increase shareholder value? Obviously this is another company that does not value its shareholders.
Not anymore. Why have sales been decreasing every year?
What has management done to increase shareholder value? (Nothing)
It looks like the corporate secretary has same home address as CEO. It is in the Super 8-K filed last year. Is this their personal pet project? How much are they sucking out of the company annually?
Maybe they just smoke pot all day long lol.
8-K Out
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 4, 2013
American Sands Energy Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-53167 87-0405708
(State or Other Jurisdiction of Incorporation) Commission File Number (IRS Employer Identification No.)
4760 South Highland Drive, Suite 341, Salt Lake City, Utah 84117
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code : (801) 699-3966
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:
£ Written communications pursuant to Rule 425 under the Securities Act
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the meeting of the Board of Directors immediately following the Annual Meeting disclosed below in Item 5.07, William C. Gibbs was reappointed as Chairman and Chief Executive Officer, Daniel F. Carlson was reappointed as Chief Financial Officer, and Robin L. Gereluk was reappointed as Chief Operating Officer. No changes were made to the committee assignments.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 4, 2013, the Company held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were: (i) the re-election of William C. Gibbs, Daniel F. Carlson, Edward P. Mooney, Gayle McKeachnie, Justin Swift, and Mark F. Lindsey as directors, and (ii) the ratification of the appointment of Tanner LLC as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014. There were no abstentions or broker non-votes for either matter voted upon at the Annual Meeting.
Each of the nominees for director was reelected at the Annual Meeting and the results of the voting for the members of the Board of Directors are set forth below:
Nominees Votes For Withheld
William C. Gibbs 10,300,34 0
Daniel F. Carlson 10,300,34 0
Edward P. Mooney 10,300,34 0
Gayle McKeachnie 10,300,34 0
Justin Swift 10,300,34 0
Mark F. Lindsey 10,300,34 0
The proposal to ratify the appointment of Tanner LLC as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014, was approved. The results of the voting were as follows:
Votes For Votes Against Abstain
10,300,34 0 0
Item 8.01 Other Events
On September 4, 2013, the Board of Directors set the date for the 2014 Annual Shareholders’ Meeting for September 3, 2014.
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 hereunto duly authorized.
American Sands Energy Corp.
Date: September 5, 2013 By /s/ William C. Gibbs
William C. Gibbs, Chief Executive Officer
Nice volume week. Volume seems to be steadily increasing. Getting shares into stronger hands. Now that summer is over, this is ready to start going up.
8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 20, 2013
American Sands Energy Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-53167 87-0405708
(State or Other Jurisdiction of Incorporation) Commission File Number (IRS Employer Identification No.)
4760 South Highland Drive, Suite 341, Salt Lake City, Utah 84117
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code : (801) 699-3966
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:
£ Written communications pursuant to Rule 425 under the Securities Act
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2013, the Company entered into a Convertible Promissory Note (the “Note”) with Bleeding Rock, LLC, an entity managed by William C. Gibbs, our Chief Executive Officer (the “Note Holder”) for a total of $53,000. The Note bears interest at 6%, is due by August 31, 2014, and will convert into the Company’s common stock upon the completion of a financing of $2,000,000 or more (the “Financing”). The conversion rate will be at the same rate as that of the Financing. Any amount which is not paid when due will bear interest at a rate of 12% per annum commencing 15 days after the due date until paid. The Note is included as an exhibit to this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated by reference in this Item 3.02. The Note was issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. At the time of the Issuance of the Note, the Company had a reasonable belief that the Note Holder was an accredited investor as defined in Regulation D and obtained such securities without a view to distribution of the same. No selling commissions or underwriting fees were paid in connection with any of these transactions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Bleeding Rock Promissory Note dated August 20, 2013
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 hereunto duly authorized.
American Sands Energy Corp.
Date: August 22, 2013 By: /s/ William C. Gibbs
William C. Gibbs, Chief Executive Officer
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Exhibit 99.1
CONVERTIBLE PROMISSORY NOTE
Amount: US $ 53,000 Date: August 20, 2013
FOR VALUE RECEIVED, American Sands Energy Corp. (the “Debtor” or “Company”), hereby promises to pay in lawful money of the United States to the order of BleedingRock LLC, or its successors or assigns (“Lender”) at such place as the holder hereof may from time to time designate in writing, the principal sum of Fifty Three Thousand Dollars ($53,000), together with interest on the unpaid principal balance hereof from the date hereof until paid in full.
1. PAYMENTS OF PRINCIPAL AND INTEREST .
Unless converted as provided below, Debtor will pay this Note in full, together with interest, on the earlier of June 30, 2014 (“Due Date”), together with all accrued and unpaid interest. This Note shall bear interest at the rate of six percent (6%) per annum. Debtor will pay Lender at such place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to interest and then to principal.
2. EVENT OF DEFAULT .
The occurrence of the following shall be deemed to be an event of default (an “Event of Default”) hereunder: (a) Company fails to convert this Note, as provided below, or fails to pay when due any sums payable hereunder; (b) Company files a voluntary petition in bankruptcy or a petition or answer seeking liquidation, reorganization or an arrangement with its creditors; (c) Company applies for, or consents to, the appointment of a receiver, trustee or liquidator, admits in writing its inability to pay its debts or makes a general assignment for the benefit of its creditors; (d) Company defaults in the performance under any term, covenant, condition, or obligation contained herein; (e) Company fails to perform any other obligation under this Note, or (f) the representations of the Company under this Note prove to be untrue.
3. ACCELERATION AND LATE CHARGE .
3.1 Upon the occurrence of an Event of Default and without further notice to Debtor, all unpaid principal, plus all accrued interest and other amounts due hereunder, shall become immediately due and payable.
3.2 Any amount which is not paid when due hereunder shall thereafter, in addition to the other amounts payable hereunder by reason thereof, bear interest at a rate equal to twelve percent (12%) per annum (or such lesser rate as is the maximum rate permitted by applicable laws) commencing the date fifteen (15) days after the due date until paid.
1
4. ATTORNEYS FEES .
Should suit be brought to enforce, interpret or collect any part of this Note, the Lender shall be entitled to recover, as an element of the costs of suit and not as damages, reasonable attorneys’ fees and all other costs of enforcement and collection.
5. CONVERSION .
5.1 Conversion Right . The Lender shall convert this Note in connection with an equity or debt financing of $2 million or more (“Bridge Financing”). Lender shall convert all, but not less than all, of the principal amount of the Note and accrued interest thereon (the “Note Value”) into (a) the number of shares of common or preferred stock or (b) the debt instruments (collectively referred to as the “Conversion Securities”) of the Company equal to (a) in the case of common or preferred shares, the Note Value divided by the price of a common or preferred shares in the Bridge Financing (subject to adjustment as provided in the Notes) or (b) in the case of a debt offering, an amount equal to the outstanding balance of the Note due hereunder. In either case, the Conversion Securities shall be of the same class and/or series, and shall entitle the Lender to the same rights and privileges, as the equity or debt issued in the Bridge Financing.
5.2 No Fractional Shares . No fractional shares of the Company’s Common Stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Lender would otherwise be entitled upon conversion of this Note, the Company shall round such share up to a whole share.
5.3 Mechanics and Effect of Conversion . Upon conversion, the Lender shall (a) surrender this Note, duly endorsed, at the principal offices of the Company, and (b) execute a subscription agreement and all other documents required to executed by other investors in such financing round ( the “Subscription Agreement”) with typical investor representations, including representations required to establish Lender’s status, or any assign, as an “Accredited Investor,” as defined in Rule 501 of Regulation D promulgated pursuant to the 1933 Act. At its expense, the Company will, as soon as practicable thereafter, and in any event within thirty (30) business days thereafter, issue and deliver to Lender, the type of Conversion Securities into which this Note converts which Lender is entitled to receive upon such conversion (bearing the securities legend set forth on this Note and any other legends that may be required by applicable state or federal securities law in the opinion of legal counsel for Company), together with any other securities or property to which the Lender is entitled upon such conversion under the terms of this Note, including a check payable to the order of the Lender for any cash amounts payable as provided above as a result of the conversion of this Note into a fractional share of Equity Stock. Upon full conversion of the entire unpaid balance of this Note, the Company will be released from all its obligations and liabilities under this Note.
5.4 When Conversion Effected . A conversion of the unpaid balance of this Note shall be deemed to have been effected immediately prior to the close of business on the business day on which the Note and the Subscription Agreement are surrendered to the Company as provided above, and at such time, the person in whose name such Conversion Securities are issued as provided herein shall be deemed to be the record holder of such securities as of such date for all purposes.
2
6. NO DILUTION OR IMPAIRMENT . The Company will not, by amendment of its Articles of Incorporation or bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Lender against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of stock receivable on the exercise of this Note above the amount payable therefor on such exercise, (b) will at all times reserve and keep available a number of its authorized shares of Equity Stock or such other securities as may be issuable on conversion of this Note (and on the conversion or exercise of such other securities), free from all preemptive rights thereon, which will be sufficient to permit the full conversion of this Note, and (c) shall take all such action as may be necessary or appropriate in order that said shares of Equity Stock (or such other securities) that may be issued pursuant to the conversion of this Note will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.
7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Lender that:
7.1 Authorization . All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Note, the performance of all obligations of the Company hereunder, and the authorization, issuance (or reservation for issuance) and delivery of the shares to be issued upon conversion of the Note has been taken.
7.2 Valid Issuance of Stock . The Equity Stock, when issued, sold and delivered in accordance with terms of this Note, will be duly and validly issued, fully paid and nonassessable.
8. SENIOR NOTE. This Note will be senior to all outstanding obligations of the Company.
9. LOSS OR MUTILATION . On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction of this Note, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Note, the Company at its expense will execute and deliver, in lieu thereof, a new Note of like tenor.
10. NO RIGHTS OR LIABILITY AS A STOCKHOLDER . This Note does not by itself entitle the Lender to any voting rights or other rights as a stockholder of the Company. In the absence of affirmative action by the Lender to purchase Equity Stock by conversion of this Note, no provisions hereof, and no enumeration herein of the rights or privileges of the Lender shall cause the Lender to be a stockholder of the Company.
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11. NOTICES . All notices referred to in this Note shall be in writing and shall be deliverable personally or by certified or registered mail, return receipt requested, postage prepaid and will be deemed, to have been given when so delivered or mailed (i) to the Company, at its principal executive offices and (ii) to the Lender, at such address as appears in the records of the Company (unless otherwise indicated by Lender).
In Witness Whereof, the Company has executed this Note as of the date first above written.
American Sands Energy Corp.
By /s/ Daniel F. Carlson
Its: Chief Financial Officer
BleedingRock LLC
By /s/ William C. Gibbs
Its: Manager
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Sounds like the CEO is putting his money where his mouth is. Very good sign.
American Sands Energy Corp. Converts $2.8 Million in Related Party Debt Into Equity
GlobeNewswirePress Release: American Sands Energy Corp. .
SALT LAKE CITY, Aug. 22, 2013 (GLOBE NEWSWIRE) -- American Sands Energy Corp. (AMSE) ("AMSE" or the "Company"), an oil sands exploration and development company operating in Utah, announced today that certain shareholders and related parties, including the Company's Chairman and CEO, have notified the Company they are commencing actions to convert or exchange into equity approximately $2.8 million in Related Party Debt as disclosed on the Company's most recent financial statements filed in the Report on Form 10Q filed August 19, 2013.
The terms and conditions were not announced but will include conversion and/or exchange of certain notes representing substantially all the related party debt into equity. The net number of shares to be issued in conjunction with these actions will be consistent with the Company's previous disclosures regarding fully-diluted shares outstanding based on the convertibility features of the Notes.
Daniel Carlson, the Company's Chief Financial Officer, said, "These actions by management and certain related parties are important elements to our overall corporate finance strategy to focus our cash and financial resources now and in the future on accelerating development of our oil sands project in Utah. They also demonstrate a belief in the Company's business plan, future prospects, and long-term shareholder value."
About American Sands Energy Corp.
American Sands Energy Corporation is a development stage Delaware company with primary operations in Utah. The Company has acquired rights to oil sand ore covering approximately 1,800 acres of prime oil sand deposits in the Sunnyside area of Utah. The Company has an extraction and recovery system using a licensed proprietary solvent that separates oil and other hydrocarbons from sand, dirt and other substances without creating tailing ponds and other environmental hazards. For more information, visit www.americansandsenergy.com.
Forward-Looking Statements
This release contains forward-looking statements regarding AMSE's future plans and expected performance based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of business development efforts, exploration efforts and the timeliness of development activities, the ability to place the project into full production; the ability to secure all necessary mining permits in a timely manner, fluctuations in energy prices, confirmation of estimated resources, and other risk factors described from time to time in the Company's reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company's control. American Sands Energy Corp. undertakes no obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.
People need to check out the video from the conference. This sounds like a very promising future.
http://media.oilandgas360.com/2013-american-sands-energy-will-gibbs/
New Executive Interviews from EnerCom's The Oil & Gas Conference® 18 Now Posted
PR NewswirePress Release: EnerCom, Inc. – 6 hours ago..
DENVER, Aug. 22, 2013 /PRNewswire/ -- EnerCom, Inc. today posted video interviews with executives on Oil & Gas 360®, the company's one-stop source of oil and gas news, information and analysis from the professionals at EnerCom, Inc.
The interview series conducted at EnerCom's The Oil & Gas Conference® 18 includes a total of 18 interviews covering a variety of topics. All the interviews can be found on Oil & Gas 360® or by clicking the individual links below.
Interview Participants:
•William Gibbs, Chairman and CEO at American Sands Energy (AMSE)
•Myron Stadnyk, President and CEO at ARC Resources (ARX)
•Douglas Brooks, Chief Executive Officer at Aurora Oil & Gas Limited (ticker:AEF and AUT)
•Dan Lanskey, Managing Director at AusTex Oil (ticker:ATO and AOK)
•Mel Riggs, Chief Operating Officer at Clayton Williams Energy (CWEI)
•David Demshur, Chairman and Chief Executive Officer at Core Lab (CLB)
•Steve Jumper, President and Chief Executive Officer at Dawson Geophysical (ticker DWSN)
•McAndrew Rudisill, President at Emerald Oil (EOX)
•John Schiller, Chairman and Chief Executive Officer at Energy XXI (EXXI)
•Russ Porter, President and Chief Executive Officer at Gastar Exploration (GST)
•Gary Evans, Chairman and Chief Executive Officer at Magnum Hunter Resources (MHR)
•Chuck Wilson, Chief Operating Officer at Nighthawk Energy (HAWK)
•David Preng, Founder and President at Preng & Associates
•Jeff Ventura, President and Chief Executive Officer at Range Resources (RRC)
•James Bennett, President and Chief Executive Officer at SandRidge Energy (SD)
•Neal Dingmann, Managing Director at SunTrust Robinson Humphrey
•Malone Mitchell, Chairman and Chief Executive Officer at TransAtlantic Petroleum (TAT)
•Steve Lucado, Chairman at Trans Energy Inc. (TENG)
Global sponsors of Oil & Gas 360® are Credit Agricole Corporate & Investment Bank, Netherland Sewell & Associates, Preng & Associates, and Hein and Associates.
About EnerCom, Inc.
Founded in 1994, EnerCom, Inc. is a nationally recognized investor communications consultancy firm advising and serving energy-centric clients on corporate strategy, investor relations, media and corporate communications, and visual communications design. The Company's professionals have more than 180 years of industry and business experience and a proven track record of success. Headquartered in Denver, EnerCom uses the team approach for delivering its wide range of services to public and private companies large and small, operating in the global exploration and production, drilling, OilService, and associated advanced-technology industries. The Company annually hosts three oil and gas investment conferences:
•The Oil & Gas Conference® 18 – Denver, Colorado – August 11-15, 2013
•The Oil & Services Conference™ 12 – San Francisco, California – February 18-19, 2014
•EnerCom's London Oil & Gas Conference™ 5 – June 12, 2013
For more information about EnerCom, its services, Conferences and Oil & Gas 360® please call +303-296-8834
About Oil & Gas 360®
EnerCom's Oil & Gas 360® is a one-stop source of news, information and analysis from the professionals at EnerCom, Inc. The website is dedicated to all things oil and gas: people, technologies, transactions, and macro-economic trends that impact commodity prices. Our goal with Oil & Gas 360® is to be a trusted source of information and analysis for portfolio managers, equity research analysts, private equity capital providers, private investors, oil and gas executives and professionals, and government officials involved in the oil and gas industry.
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
GIBBS WILLIAM C 2. Issuer Name and Ticker or Trading Symbol
American Sands Energy Corp. [ AMSE ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2610 HILLSDEN DRIVE 3. Date of Earliest Transaction (MM/DD/YYYY)
8/20/2013
(Street)
HOLLADAY, UT 84117
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 8/20/2013 S 464300 D $0.25 9835700 I By LLC (1)
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options $1.15 6/15/2012 (2) 6/15/2017 Common Stock 75000 2050000 D
Options $0.5 7/31/2012 (3) Common Stock 2098699 4148699 D
Convertible Note $0.5 8/20/2013 J $214281 8/20/2013 6/30/2014 Common Stock 535704 $0.5 2893102 (4) I By LLC (4)
Convertible Note (5) 8/20/2013 P $53000 8/20/2013 6/30/2014 Common Stock, Preferred Stock or Debt Instrument (5) (5) (5) 2893102 (5) I By LLC (1)
Explanation of Responses:
( 1) Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Delaware limited liability company that beneficially owns 9,835,700 shares of common stock of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 2) 1/3 of options exercisable immediately; 1/3 exercisable 06/15/2013; remaining 1/3 exercisable 06/15/2014.
( 3) Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs has the right to convert unpaid salary into equity of the Company at $0.50 per share. As of July 31, 2012, Mr. Gibb's accrued unpaid salary was $1,049,349.54.
( 4) Mr. Gibbs is the Managing member of Hidden Peak Partners, LLC, a Utah limited liability company that beneficially owns 2,893,102 shares of common stock issuable upon conversion of a note of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 5) The convertible promissory note provides that the holder will convert the Note in connection with an equity or debt financing of $2 million or more by the issuer (the "Bridge Financing") and that the note holder will convert all but not less than all, of the principal amount of the note and accrued interest thereon (the "Note Value")into (a) the number of shares of common or preferred stock or (b) the debt instruments (collectively referred to as the "Conversion Securities") or the of the issuer equal to (a) in the case of common or preferred shares, the Note Value divided by the price of common or preferred shares in the Bridge Financing (subject to adjustment as provided in the Note) or (b) in the case of a debt offering, an amount equal to the outstanding balance of the note. In either case, the Conversion Securities will be of the same class and/or series, and will entitle the note holder to the same rights and privileges, as the equity or debt issued in the Bridge Financing.
Remarks:
Promissory Note of the Issuer; transferred by Bleeding Rock, LLC, of which Mr. Gibbs is the managing member, to Paul Moore, a consultant of the Issuer.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GIBBS WILLIAM C
2610 HILLSDEN DRIVE
HOLLADAY, UT 84117 X X Chief Executive Officer
Signatures
/s/ William C. Gibbs 8/20/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
10-Q Out
Take a look at AMSE, American Sands Energy Corp. Per their website they have 200 million barrels of PROVEN reserves. Typically these oil sand deals are valued at $1 per barrel of proven reserves in the ground, which in this case would put the valuation around $200 million. Given that there are 28.8 million shares outstanding, that would put a vauation of approximately $6.94 per share.
This is one seriously undervalued stock. On September 7, 2012, AMSE President Andrew Rosenfeld purchased 350,000 shares of AMSE @ $1.15/share for a total of $402,500 per his filing. This is a serious purchase that needs to be noted.
This is one of the most undervalued stocks I have ever seen. Take a look at the Company's website and the filings and do your own due diligence as one should always do. This is only down here because this isnt on anyones radar yet.