-----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, GKMNftu/fEXv6VxbxIZFNPBRuoNlCoNT7Pv8+CtqGXHH/8TR8UZouzSTk8H8Rl/J CNtYMqOdJ336ZBcIyrEu6g== 0001117768-10-000061.txt : 20100326 0001117768-10-000061.hdr.sgml : 20100326 20100326101017 ACCESSION NUMBER: 0001117768-10-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100325 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20100326 DATE AS OF CHANGE: 20100326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON GOLDSANDS LTD. CENTRAL INDEX KEY: 0001045929 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 980425310 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51203 FILM NUMBER: 10706371 BUSINESS ADDRESS: STREET 1: 200 SOUTH VIRGINIA STREET STREET 2: 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 775-398-3005 MAIL ADDRESS: STREET 1: 200 SOUTH VIRGINIA STREET STREET 2: 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 FORMER COMPANY: FORMER CONFORMED NAME: Finmetal Mining Ltd. DATE OF NAME CHANGE: 20070124 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):  March 25, 2010
 
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.)

Jiron Caracas 2226, Jesús María, Lima 11, Peru
________
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:   (51 1) 989 184706
 
_______________________________________________
(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:
 
   o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
   o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
   o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
   o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 
 

Item 3.02  Unregistered Sales of Equity Securities.
 
On March 25, 2010, the Company completed a private equity offering of 18,750,000 units at $0.10 per Unit (the "Units").  Each unit consisted of one (1) share of common stock, par value $0.00001, and one (1) common stock purchase warrant (the “Warrant”) to purchase one (1) share of the Company’s common stock, exercisable commencing six months from the closing date of the offering and terminating one year from the closing date of the offering.  As a result, the Company issued a total of 18,750,000 shares of common stock and Warrants to purchase 18,750,000 shares of common stock in connection with this private equity offering.  The exercise price for the Warrant is $0.10 per share.  The gross proceeds the Company received from this private equity offering was $1,875,000.  No registration rights were granted to any of the investors in this private equity offering. 
 
The securities were offered and sold in connection with this private equity offering in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided in on Section 4(2) of the Securities Act and Regulation S promulgated under the Securities Act.  In connection with this private equity offering, we relied on each of the investors' written representations.  Each investor represented to us that the investor was not a U.S. person, as that term is defined in Rule 902(k) of Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person.  We did not engage in any directed selling efforts, as defined in Rule 902(c) of Regulation S, in the United States in connection with the sale of the shares.  We requested our stock transfer agent to affix appropriate restricted legends to the stock certificate issued to each investor.  Each investor was given adequate access to sufficient information about us to make an informed investment decision.  Neither we nor anyone acting on our behalf offered or sold these Units by any form of general solicitation or general advertising.
 
The Shares were not sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.
 
 

 
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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.
 
Date:  March 26, 2010
     
 
   
   
Amazon Goldsands Ltd.
     
By:
   /s/ Kenneth Phillippe                                                     
Name:
  
Kenneth Phillippe
Title:
  
Chief Executive Officer, Chief Financial Officer ,
Secretary & Treasurer


 
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