-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G8g2jCcgueljay06ur2yNRRVcqTuIcBqOa+mQzxO4W5HeT2tjK5uagO0wfcFEx2j Fvawr+8f8aPteEQB6cDqEw== 0001117768-08-000159.txt : 20080609 0001117768-08-000159.hdr.sgml : 20080609 20080606205320 ACCESSION NUMBER: 0001117768-08-000159 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080606 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Finmetal Mining Ltd. CENTRAL INDEX KEY: 0001045929 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980425310 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51203 FILM NUMBER: 08886910 BUSINESS ADDRESS: STREET 1: 666 BURRAD STREET STREET 2: SUITE 500 CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 BUSINESS PHONE: 604-601-2040 MAIL ADDRESS: STREET 1: 666 BURRAD STREET STREET 2: SUITE 500 CITY: VANCOUVER STATE: A1 ZIP: V6C 2X8 FORMER COMPANY: FORMER CONFORMED NAME: GONDWANA ENERGY LTD / NY DATE OF NAME CHANGE: 19970910 8-K 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
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):  June 6, 2008
 
Amazon Goldsands Ltd.
(Exact name of registrant as specified in its charter)
 
Nevada
000-51203
98-0425310
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada V6C 2X8
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code:  (604) 601-2040
 
Finmetal Mining Ltd.
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[   ]       Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
 
[   ]       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ]       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 
 

 
Item 8.01    Other Events.
 
A one (1)-for-twenty (20) reverse stock split (the “Reverse Split”) of the Common Stock, par value $0.00001 per share (“Common Stock”), of Finmetal Mining Ltd. (the “Registrant”) was previously announced in the Registrant’s Current Report on Form 8-K filed with the SEC on May 27, 2008.  This report updates that Form 8-K.

The Reverse Split was duly approved by the Board of Directors of the Registrant on May 22, 2008 without shareholder approval in accordance with the authority conferred by Section 78.207 of the Nevada Revised Statutes.  The Reverse Split was effected by filing a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Nevada Secretary of State.  The Certificate of Change effects the Reverse Split effective at the close of business on June 6, 2008 (the “Record Date”) and amends the Registrant’s Articles of Incorporation to decrease the authorized number of shares of the Registrant’s Common Stock from one hundred million (100,000,000) shares to five million (5,000,000) shares.  

Pursuant to the Reverse Split, holders of the Registrant’s Common Stock are deemed to hold one (1) whole post-split share of the Registrant’s Common Stock for every twenty (20) whole shares of the Registrant’s issued and outstanding Common Stock as classified immediately prior to the close of business on the Record Date.  No fractional shares of the Registrant’s Common Stock will be issued in connection with the Reverse Split.  Shareholders who are entitled to a fractional post-split share will receive in lieu thereof one (1) whole post-split share.

On May 22, 2008, the Registrant filed Articles of Merger with the Secretary of State of Nevada to effectuate a merger whereby the Registrant would merge with its wholly-owned subsidiary, Amazon Goldsands Ltd., through a parent/subsidiary merger, with the Registrant as the surviving corporation.  This merger, which will become effective on June 6, 2008 after the Reverse Stock Split, is pursuant to Section 92A.180 of the Nevada Revised Statutes.  Shareholder approval for this merger was not required under Section 92A.180.  Upon the effective date of this merger, the Registrant’s name will change to “Amazon Goldsands Ltd.” and the Registrant’s Articles of Incorporation will be amended to reflect this name change.
 
In connection with the Reverse Split and name change, the Registrant’s Common Stock has been assigned a new symbol for quotation on the OTC Bulletin Board.  The post-Reverse Split shares of Common Stock under the new corporate name will be quoted under the symbol “AZNG” on the OTC Bulletin Board commencing at the opening of trading on June 9, 2008.

The CUSIP number of the post-Reverse Split Common Stock under the new corporate name is 023145105.  The CUSIP number for the Common Stock before the Reverse Split 318029105 is suspended as of the close of business on June 6, 2008.

On June 6, 2008, the Registrant issued a news release announcing the effectiveness of the Reverse Split, name change, and the new trading symbol for shares of the Registrant’s Common Stock commencing at the opening of trading on June 9, 2008.  A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
 
 

 
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Item 9.01.     Financial Statements and Exhibits.
 
(d)     Exhibits.
 
Exhibit
 
No.
Description
99.1

 
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.
 
Amazon Goldsands Ltd.

 
/s/  Daniel Hunter                                                         
Daniel Hunter
Chief Executive Officer, Principal Executive Officer
and Chairman of the Board of Directors
 

Date:  June 6, 2008
 
 

 
3

 



EX-99.1 2 pressrelease.htm PRESSRELEASE pressrelease.htm
Exhibit 99.1

 

AMAZON GOLDSANDS LTD. (F/K/A FINMETAL MINING LTD.) ANNOUNCES NAME TICKER SYMBOL CHANGE TO “AZNG”

Vancouver, British Columbia. – (MARKET WIRE) – June 6, 2008– Finmetal Mining Ltd. (OTCBB:FNMM) today announced that it has effected a 1-for-20 reverse split of its Common Stock as approved by its Board of Directors on May 22, 2008 and a change in name to Amazon Goldsands Ltd. (“Amazon”).  Upon market open on Monday, June 9, 2008, Amazon’s common stock will be quoted on the OTC Bulletin Board on a split-adjusted basis under the new trading symbol “AZNG” (OTCBB:AZNG).

As a result of the reverse stock split, each 20 shares of issued and outstanding common stock as of today’s close of trading has been automatically converted into one share of split-adjusted common stock.  No fractional shares of common stock will be issued in connection with the reverse split.  Shareholders who would otherwise be entitled to a fractional post-split share will receive in lieu thereof one whole post-split share.

Shareholders are not required to take any action to effect the conversion of their shares.  The presently issued certificates shall be deemed for all purposes to represent the number of split-adjusted shares that result from the reverse split.  Shareholders of record as of the close of today’s trading may, but are not required to, contact Interwest Transfer Co. Inc., Amazon’s transfer agent, to exchange the certificates originally representing such shareholder’s shares of pre-split common stock for new certificates representing the number of whole shares of post-split common stock into which the shares have been converted.  There may be a fee for such new certificates.
 
This release contains forward-looking statements that are based on the beliefs of Amazon Goldsands Ltd.’s management and reflect Amazon Goldsands Ltd.’s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. When used in this release, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect,” “plan,” “predict,” “may,” “should,” “will,” “can,” the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward-looking statements. Such statements reflect the current views of Amazon Goldsands Ltd. with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including, but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward-looking statements to differ materially from the forward-looking statements.
 

FOR INVESTOR & MEDIA RELATIONS, PLEASE CONTACT:
Dan Hunter, President and CEO
via email at info@finmetalmining.com


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