Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - American Standard Energy Corp.Financial_Report.xls
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R4.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R7.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R6.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R3.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R2.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R8.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R1.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R9.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R5.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R15.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R11.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R12.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R14.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R16.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R10.htm
XML - IDEA: XBRL DOCUMENT - American Standard Energy Corp.R13.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
Amendment No. 2

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2011
 
Or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to         

Commission File Number: 001-12697

AMERICAN STANDARD ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
20-2791397
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

4800 North Scottsdale Road, Suite 1400
Scottsdale, Arizona 85251
(Address of Principal Executive Office)

Registrant’s Telephone Number, Including Area Code: (480) 371-1929

N/A
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ¨
 
Accelerated filer ¨
     
Non-accelerated filer ¨
 
Smaller reporting company x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of August 15, 2011, there were 40,204,333 shares of common stock, $.001 par value per share, outstanding.

 
 

 
 
EXPLANATORY NOTE

American Standard Energy Corp. (the “Company”) is filing this Amendment No. 2 on Form 10-Q/A (the “Second Amendment”) to the Company’s Quarterly Report on Form 10-Q (the “Original 10-Q”) for the period ended June 30, 2011 and filed with the Securities and Exchange Commission (the “SEC”) on August 16, 2011 (the “Original Filing Date”), as amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 17, 2011 (the “First Amendment” and, together with the Original 10-Q, the “Form 10-Q”) solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Schema
 
101.CAL
XBRL Taxonomy Calculation Linkbase
 
101.DEF
XBRL Taxonomy Definition Linkbase
 
101.LAB
XBRL Taxonomy Label Linkbase
 
101.PRE
XBRL Taxonomy Presentation Linkbase

No other changes have been made to the Form 10-Q. This Second Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
 

 
 
Item 6.           Exhibits

Exhibit No.
 
Description
10.1
(a)
 
Securities Purchase Agreement for the February Private Placement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 1, 2011 and filed with the Commission on February 2, 2011 (the “February 1, 2011 8-K”)]
       
 
(b)
 
Amendment No.1  to Securities Purchase Agreement for the February Private Placement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 28, 2011 and filed with the Commission on April 1, 2011 (the “First April 1, 2011 8-K”)]
  10.2
   
Form of Warrant for the February Private Placement [incorporated by reference to Exhibit 10.2 to the February 1,2011 8-K]
       
10.3
(a)
 
Registration Rights Agreement for the February Private Placement [incorporated by reference to Exhibit 10.3 to Second February 1, 2011, 8-K]
       
 
(b)
 
Amendment No.1 to the Registration Rights Agreement for the February Private Placement [incorporated by reference to Exhibit 10.2 to First April 1, 2011 8-K]
       
10.4
   
Agreement for the Purchase of Partial Leaseholds between Geronimo Holding Corporation and American Standard Energy Corp. dated February 10, 2011 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 10, 2011 and filed with the Commission on February 16, 2011]
       
10.5
   
Agreement for the Purchase of Partial Leaseholds between Geronimo Holding Corporation and American Standard Energy Corp. dated March 1, 2011 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 1, 2011 and filed with the Commission on March 7, 2011]
       
10.6
   
Securities Purchase Agreement for the March Private Placement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2011 (the “Second April 1, 2011 8-K”)]
       
10.7
   
Form of Warrant for the March Private Placement [incorporated by reference to Exhibit 10.2 to the Second April 1, 2011 8-K]
       
10.8
   
Registration Rights Agreement for the March Private Placement [incorporated by reference to Exhibit 10.3 to Second April 1, 2011 8-K]
       
10.9
   
Securities Purchase Agreement for the July Private Placement [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2011 (the “July 15, 2011 8-K”)]
       
10.10
   
Form of Series A Warrant for the July Private Placement [incorporated by reference to Exhibit 10.2 to the July 15, 2011 8-K]
       
10.11
   
Form of Series B Warrant for the July Private Placement [incorporated by reference to Exhibit 10.3 to the July 15, 2011 8-K]
       
10.12
   
Registration Rights Agreement for the July Private Placement [incorporated by reference to Exhibit 10.4 to the July 15, 2011, 8-K]
       
31.1
   
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  [incorporated by reference to Exhibit 31.1 to the Form 10-Q]
       
31.2
   
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.  [incorporated by reference to Exhibit 31.2 to the Form 10-Q]
       
32.1
   
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.  [incorporated by reference to Exhibit 32.1 to the Form 10-Q]
       
32.2
   
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes -Oxley Act of 2002.  [incorporated by reference to Exhibit 32.2 to the Form 10-Q]
       
101.INS
*
 
XBRL Instance Document
 
 
 

 
 
101.SCH
*
 
XBRL Taxonomy Schema
       
101.CAL
*
 
XBRL Taxonomy Calculation Linkbase
       
101.DEF
*
 
XBRL Taxonomy Definition Linkbase
       
101.LAB
*
 
XBRL Taxonomy Label Linkbase
       
101.PRE
*
 
XBRL Taxonomy Presentation Linkbase
 
* Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 
AMERICAN STANDARD ENERGY CORP.
 
 
Dated: September 14, 2011
By:
/s/ Scott Feldhacker
 
 
Scott Feldhacker
 
 
Chief Executive Officer and Director

Dated: September 14, 2011
By:
/s/ Scott Mahoney
 
 
Scott Mahoney, CFA
 
 
Chief Financial Officer