Attached files
| file | filename |
|---|---|
| EX-99.3 - EX-99.3 - American Standard Energy Corp. | v211466_ex99-3.htm |
| EX-99.2 - EX-99.2 - American Standard Energy Corp. | v211466_ex99-2.htm |
| EX-99.1 - EX-99.1 - American Standard Energy Corp. | v211466_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 1,
2010
American
Standard Energy Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-132948
|
20-2791397
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
4800
North Scottsdale Road
Suite
1400
Scottsdale,
Arizona 85281
(Address
of principal executive offices) (Zip Code)
(480)
371-1929
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE
As more
fully described in the Form 8-K filed October 4, 2010, we, formerly known
as Uncle Al’s Famous Hot Dogs & Grille, Inc. (the “Company”), acquired
American Standard Energy Corp., a Nevada Corporation (“ASEC”), an oil
exploration and production company, in accordance with a Share Exchange
Agreement dated October 1, 2010 ("Business #1"). ASEC was incorporated
on April 2, 2010 for the purposes of acquiring certain oil and gas
properties from Geronimo Holding Corporation (“Geronimo”), XOG
Operating, LLC (“XOG”) and CLW South Texas 2008, LP (“CLW”) (collectively,
the "XOG Group"). Randall Capps is the sole owner of XOG and
Geronimo, and the majority owner of CLW.
The
closing transaction took place on October 1, 2010, when the Company acquired
100% of the outstanding shares of common stock of ASEC and additional
consideration of $25,000 from the ASEC shareholders. In exchange for
the ASEC stock and the additional consideration, the XOG Group was
issued 21,999,997 shares of the Company common stock
representing approximately 86.1% of the Company’s common stock on a fully
diluted basis. As a result, the XOG Group acquired control of the Company and
the transaction was accounted for as a reverse merger with the XOG Group as the
accounting acquirer of the Company. Accordingly, as a result of the reverse
merger, the financial statements of ASEC will become the historical financial
statements of the Company. In connection with the Stock Exchange
Agreement, the Company changed its name to American Standard Energy Corp.
On
December 6, 2010, the Company filed a Current Report on Form 8-K (the “Initial Report
”) to report that the Company had entered into a Purchase of Partial
Leaseholds Agreement (the “Agreement”) with Geronimo to purchase certain mineral
rights leaseholds held on the properties as described in Exhibit A to the
Agreement (“Business #2). In consideration for Business #2, the Company paid
Geronimo $500,000 and issued 1,200,000 shares of common stock. Due to the
controlling interest in the Company by the XOG Group, the acquisition of
Business #2 by the Company will not be accounted for as a purchase, but as a
reorganization of entities under common control and, as such, the accompanying
financial statements of Business #2 will become part of the Company’s historical
financial statements.
This
Current Report on Form 8-K/A (this “ Amendment
”) amends and supplements the Initial Report to provide the financial
statements for Business #2 and the pro forma financial statements required by
Item 9.01 of Form 8-K. No other modifications to the Initial Report
are being made by this Amendment. This Amendment should be read in connection
with the Initial Report, which provides a more complete description of the
acquisition of the Business #2.
Item 9.01 Financial Statement and
Exhibits
(a)
Financial Statements of Business Acquired.
Audited
financial statements of Business #2 as of and for the years ended December 31,
2009 and 2008, together with the accompanying Report of Independent Registered
Public Accounting Firm, as set forth in Exhibit 99.1
Unaudited
financial statements of Business #2 as of and for the nine months ended
September 30, 2010 and 2009, as set forth in Exhibit 99.1
(b)
Pro Forma Combined Financial Statements of the Company as of September 30, 2010,
and for the year ended December 31, 2009 and for the nine months ended September
30, 2010, as set forth in Exhibit 99.2
Exhibits
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Audited
Financial Statements of Business #2 as of December 31, 2009 and 2008 and
unaudited Financial Statements as of September 30, 2010 and
2009.
|
|
|
99.2
|
Pro
Forma Combined Financial Statements as of September 30, 2010 and December
31, 2009, and Pro Forma Combined Statements of Operations for the nine
months ended September 30, 2010 and the year ended December 31,
2009.
|
|
|
99.3
|
Bryant
M. Mook, B.Sc. M.Eng., Petroleum Engineering and Geological Advisor,
Reserve Report effective December 31,
2009.
|
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K/A to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN
STANDARD ENERGY CORP.
|
Date:
February 14, 2011
|
By:
|
/s/Scott Feldhacker
|
|
|
Scott
Feldhacker
|
|||
|
Chief
Executive Officer
|
|
Date:
February 14, 2011
|
By:
|
/s/Scott Mahoney, CFA
|
|
|
Scott
Mahoney, CFA
|
|||
|
Chief
Financial and Accounting Officer
|