This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend," "estimate," "may," "should," "could," "will," "plan," "future," "continue," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.

Factors that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (i) our short operating history; (ii) our ability to manage business expansion; (iii) risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; (iv) results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations; (v) mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production; (vi) the potential for delays in exploration or development activities or the completion of feasibility studies; (vii) risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; (viii) risks related to commodity price fluctuations; (ix) the uncertainty of profitability based upon our history of losses; (x) risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects; (xi) risks related to environmental regulation and liability; (xii) risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs; (xiii) risks related to tax assessments; (xiv) political and regulatory risks associated with mining development and exploration; (xv) other risks and uncertainties related to our prospects, properties and business strategy; (xvi) potential that shareholders may lose all or part of their investment if we are unable to compete in our industry; (xvii) our dependence on key personnel; (xvii) sale of substantial amounts of our common stock that may have a depressive effect on the market price of the outstanding shares of our common stock; (xviii) possible issuance of common stock subject to options and warrants that may dilute the interest of shareholders; (xix) our ability to comply with Sarbanes-Oxley Act of 2002
Section 404; (xx) our nonpayment of dividends and lack of plans to pay dividends in the future; (xxi) future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, lower our value and make it more difficult for us to raise capital; (xxii) our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock; (xxiii) our stock price which is likely to be highly volatile because of several factors, including a relatively limited public float; and (xxiv) indemnification of our officers and directors.

As used in this Quarterly Report, the terms "we," "us," "our," and "Amazon" mean Amazon Goldsands Ltd. and our subsidiaries unless otherwise indicated.

Overview

We were incorporated in the state of Nevada under the name Gondwana Energy, Ltd. on September 5, 1997, and previously operated under the name Finmetal Mining Ltd. We were previously focused on the acquisition and development of our interests in the mineral rights on properties located in Finland.

In September 2008, we reorganized our operations and our current focus is on the acquisition and development of our interests in the mineral rights on properties located in northeastern Peru. Effective June 6, 2008, we merged with our wholly-owned subsidiary, Amazon Goldsands Ltd., pursuant to Articles of Merger that we filed with the Nevada Secretary of State. We decided to change our name to "Amazon Goldsands Ltd." to better reflect our current focus on the acquisition and development of the mineral and mining rights underlying properties located in South America.

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. There is no assurance that a commercially viable mineral deposit exists on any of the properties underlying our mineral property interests, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on any of the properties underlying our mineral property interests, and there is no assurance that we will discover one. If we cannot acquire or locate mineral deposits, or if it is not economical to recover any mineral deposits that we do find, our business and operations will be materially and adversely affected.

We no longer have any interest in any properties located in Finland and have allowed our options on these properties to lapse and revert back to the optionors so that we can pursue the development of our interests in the mineral rights on properties located in northeastern Peru. The disclosure that follows is a summary of those mineral property interests in Finland that we have decided not to pursue during 2008 by allowing our options to lapse and revert back to the optionors.

The FinMetal Oy Properties

On November 27, 2006, we acquired our wholly-owned subsidiary, FinMetal OY, a corporation organized under the laws of Finland, on November 27, 2006. At the time we acquired FinMetal OY, FinMetal OY owned the option, pursuant to an October 6, 2006 option agreement by and between FinMetal OY and Magnus Minerals OY, a Finnish corporation ("Magnus"), to acquire a 100% interest in certain mineral rights to four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data. As indicated above, our options with respect to the Rautavaara and Tainiovarra properties have lapsed and reverted back to Magnus. We are seeking to dissolve our wholly-owned subsidiary, FinMetal OY.

The Apofas Properties

On January 22, 2007, we entered into a letter agreement with Ab Apofas OY ("Apofas"), pursuant to which Apofas granted to us the sole and exclusive option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects, which are located in northern Finland (collectively, the "Apofas Properties" and also known as the Oijarvi Gold Project). We decided to allow this option to lapse and did not make the scheduled option payment or any subsequent option payments. As a result, our option with respect to the Apofas Properties has lapsed and reverted back to Apofas.

The Enonkoski Property

On June 11, 2007, we entered into a definitive Mineral Property Option and Joint Venture Agreement with Magnus, pursuant to which we and Magnus agreed to an option and a joint venture to explore the "Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily for nickel-copper-platinum group elements. It was intended that we would be the operator of the joint venture and we could earn a 51% interest in certain valid claim reservations and pending claims comprising the Enonkoski Property by fulfilling certain specified conditions. As indicated above, our options with respect to the Enonkoski area have lapsed and reverted back to Magnus.

A description of each of our options to acquire the mineral and mining rights underlying properties located in Peru and the conditions that we must meet in order to exercise these options is set forth in Item 2 of this annual report.

We are also focusing on seeking additional mining opportunities, some of which may be mineral deposits that are fully defined and have already completed the feasibility stage of development and are ready to produce. In other cases, the mineral deposits we seek to acquire may have a significant amount of proven and probable resources with what we believe to be excellent potential for expansion. We may also seek to acquire other drill-ready exploration projects that contain little or no proven resources, as with the options we currently hold to acquire existing mining projects in Peru, but that are strategically positioned to offer what we perceive as exceptional potential at a comparatively minimal expense. In order to acquire any additional mining properties or exploration projects, we will need to secure additional financing.

Due to the extensive and expensive development programs required to prove mineral resources and reserves, as is typical in the mining business, companies such as ours sometimes are able to acquire deposits at significant discounts of the known in-the-ground value of the gold, silver, or other minerals. In the event that we do locate a commercially exploitable mineral deposits, we may determine that it is commercially advantageous to sell our property interests rather than enter into production of any commercially mineral deposits on the property ourselves.

The Peru Property

Our properties are located in Peru are in the exploration stage. These properties are without known reserves and the proposed plan of exploration detailed below is exploratory in nature. These properties are described below.

On September 18, 2008 (the "Effective Date"), we entered into a Mineral Right Option Agreement (the "Temasek Option Agreement") with Temasek Investments Inc. ("Temasek"), a company incorporated under the laws of Panama. Pursuant to the Temasek Option Agreement, we acquired four separate options from Temasek, each providing for the acquisition of a twenty-five percent interest in certain mineral rights (the "Mineral Rights") in certain properties in Peru (the "Peru Property") potentially resulting in our acquisition of one hundred percent of the Mineral Rights. The Mineral Rights are owned by Rio Santiago Minerales S.A.C. ("Rio Santiago"). Beardmore Holdings, Inc. ("Beardmore"), a wholly-owned subsidiary of Temasek, owns 999 shares of the 1,000 shares of Rio Santiago that are issued and outstanding. Temasek owns the single remaining share of Rio Santiago. The acquisition of each 25% interest in the Mineral Rights will occur through the transfer to us of twenty-five percent of the outstanding shares of Beardmore.

A description of the Mineral Rights is set forth below:

          Name    Area (ha)    Code     Title Nē           Owner
        Bianka 1    1000    01-03905-08 00074599 Rio Santiago Minerales SAC
        Bianka 2    1000    01-03878-08 00074599 Rio Santiago Minerales SAC
        Bianka 3     900    01-03879-08 00074599 Rio Santiago Minerales SAC
        Bianka 4    1000    01-03883-08 00074599 Rio Santiago Minerales SAC
        Bianka 6    1000    01-03881-08 00074599 Rio Santiago Minerales SAC
        Bianka 7    1000    01-03888-08 00074599 Rio Santiago Minerales SAC
        Dalma 1     1000    01-03859-08 00074599 Rio Santiago Minerales SAC
        Dalma 2     1000    01-03863-08 00074599 Rio Santiago Minerales SAC
        Dalma 3     1000    01-03857-08 00074599 Rio Santiago Minerales SAC
        Dalma 4      800    01-03865-08 00074599 Rio Santiago Minerales SAC
        Dalma 5      500    01-03866-08 00074599 Rio Santiago Minerales SAC
        Dorotea 1   1000    01-03909-08 00074599 Rio Santiago Minerales SAC
        Dorotea 2    900    01-03906-08 00074599 Rio Santiago Minerales SAC
        Dorotea 3   1000    01-03904-08 00074599 Rio Santiago Minerales SAC
        Dorotea 4    800    01-03908-08 00074599 Rio Santiago Minerales SAC
        Dorotea 5   1000    01-03910-08 00074599 Rio Santiago Minerales SAC
        Dorotea 6   1000    01-03901-08 00074599 Rio Santiago Minerales SAC
        Dorotea 7   1000    01-03899-08 00074599 Rio Santiago Minerales SAC

We exercised the initial option to acquire a twenty-five percent interest in the Mineral Rights by fulfilling the following conditions:

ˇ Payment of $250,000 to Temasek on the date the Temasek Option Agreement is executed;
ˇ Issuance of 2,500,000 shares of Common Stock to Temasek within five business days from the Effective Date; and

ˇ Payment of an additional amount of $250,000 to Temasek within ninety days of the Effective Date.

The Temasek Option Agreement provided that we may exercise the second twenty-five percent option, resulting in our acquisition of a fifty percent interest in the Mineral Rights, after fulfilling the following conditions within six months of the Effective Date:

ˇ Payment of an additional amount of $750,000 to Temasek, and
ˇ Issuance of 3,500,000 additional shares of Common Stock to Temasek.

Subsequent to the reporting period, we entered into an agreement with Temasek to amend the Temasek Option Agreement (the "Amended Option Agreement") in order to revise the conditions required for us to exercise the second twenty-five percent option. Under the terms of the Amended Option Agreement, we may exercise the second twenty-five percent option, resulting in our acquisition of a fifty percent interest in the Mineral Rights, after fulfilling the following conditions

ˇ Issuance of 3,500,000 additional shares of our common stock to Temasek within 6 months from the Effective Date or as soon as practicable thereafter, and
ˇ Payment within 12 months from the Effective Date of an additional $750,000 to Temasek plus interest at a rate of 5% per annum accruing from the date of the Amended Option Agreement to the date that payment is made.

We may exercise the third twenty-five percent option, resulting in our acquisition of a seventy-five percent interest in the Mineral Rights, after fulfilling the following conditions within twelve months of the Effective Date:

ˇ Payment of an additional amount $1,250,000 to Temasek, and
ˇ Issuance of 4,500,000 additional shares of Common Stock to Temasek.

We may exercise the fourth twenty-five percent option, resulting in our acquisition of a one hundred percent interest in the Mineral Rights, after fulfilling the following conditions within eighteen months of the Effective Date:

ˇ Payment of an additional amount $2,500,000 to Temasek, and
ˇ Issuance of 5,500,000 additional shares of Common Stock to Temasek.

Upon our acquisition of a one hundred percent interest in the Mineral Rights, Temasek will hold its single share of Rio Santiago in trust for our sole benefit and hold the share strictly in accordance with our instructions.

Upon our acquisition of a one hundred percent interest in the Mineral Rights, Temasek is entitled to an annual 2.5% net returns royalty. However, if we pay Temasek $2,000,000 within ninety days of our acquisition of a one hundred percent interest in the Mineral Rights, Temasek will only be entitled to an annual 1.5% net returns royalty.

If we exercise the second twenty-five percent option, resulting in our acquisition of a fifty percent interest in the Mineral Rights, and fail to acquire a one hundred percent interest in the Mineral Rights, we and Temasek will form a joint venture in which we will be wholly responsible for developing a feasible mining project and all necessary facilities and Temasek shall retain a carried free interest in the mining rights. If we do not develop a feasible mining project within three years of the Effective Date (or by September 18, 2011), we will be required to pay Temasek an advance minimum mining royalty of $500,000 per year, which will be deducted from Temasek's net return royalty.

Planned Exploration Program

An exploration base is being set up in the town of Saramiriza, which is located in the center of the Manseriche alluvial camp on the western bank of the Maraņķn.

We intend to conduct a seismic survey along selected lines across the Maraņķn gravels in order to define the gravel-bedrock contact. This information is needed to plan a drilling program and to assist with locating drill collar positions. The selection of seismic lines will made on the basis of interpretation of aerial photos and satellite images, as well as from reconnaissance-scale mapping of sedimentary features. Scout drilling utilizing churn drills will be undertaken on favorable areas, and anomalous zones will be followed up with reverse circulation drilling (Becker) in order to fully develop resources and reserves.

Before implementing the drilling plan, we intend to identify the landowners of the plots on which the mines are located so as to determine who the legal owners or current occupants are and/or the kind of tenancy or tenancy claim over the surface of the land, as well as the location of Native or Creole communities within the project's area of influence.

An Environmental Impact Report will also be required to be drafted so as to obtain the Environmental Impact Declaration from the Peruvian Mining Authorities, which is an essential requirement for any kind of exploration in Peru.

We intend to collect bulk samples collected by backhoe and an excavator will be required for metallurgical testing to confirm drill results. At the same time, mine development planning, process design, and other engineering studies will be conducted with a view to completing a feasibility study within an 18 month period. Permitting work will be initiated as early in the exploration and development cycle as possible, so that trial or pilot dredging can be started as soon as feasibility has been established.

We planned to complete the landowner studies and environmental report prior to June 30, 2009. We anticipate that we will commence the mapping and geophysics in June 2009 with the initial drilling to begin shortly thereafter. Our current cash on hand is insufficient in order to complete the landowner studies and environmental report and commence the mapping and geophysics and initial drilling program.

Provided we are able to secure additional financing, we anticipate that we will incur the following costs for the next twelve months:

                   Activity                         USD 000s
                   MINERAL PROPERTY COSTS:
                   Annual Fee                        50
                   Surface Rights Access             15
                   EXPLORATION
                   Mapping                           45
                   Geophysics - Seismic              130
                   DRILLING
                   Churn Drilling                    500
                   TECHNICAL SERVICES
                   Consultants                       180
                   Personnel                         230
                   CAMP AND FIELD EXPENSES
                   Camp                              180
                   Field                             150
                   TRANSPORT AND LOGISTICS
                   Air Transport                     180
                   Water Transport                   80
                   Ground Transport                  50

                   EQUIPMENT & PERMITTING            110
                   COMMUNITY OUTREACH                50
                   ADMINISTRATION                    150
                   TOTAL                            2,100

Results of Operations

We have not generated any revenues from our operations in either of the past two fiscal years.

We reported expenses in the amount of $412,599 for the three months ended March 31, 2009, compared to operating expenses of $1,164,314 for the three months ended March 31, 2008. The decrease in reported expenses was attributable to a reduction in consulting and management fees and mineral property acquisition and exploration expeditures incurred during the three months ended March 31, 2009, as compared to the three months ended March 31, 2008. We incurred consulting and management fees of $157,704 for the three months ended March 31, 2009, compared to $679,187 for the three months ended March 31, 2008. We incurred property acquisition and exploration expenditures of $136,057 for the three months ended March 31, 2009, compared to $341,732 for the three months ended March 31, 2008. The decrease in mineral property acquisition and exploration expenditures is attributable to management's decision not to proceed with the exercise of options to acquire certain mineral property interests located in Finland.

We reported no other expenses or income for the three months ended March 31, 2009 compared to other income of $6,726 for the three months ended March 31, 2008. Other income for the three months ended March 31, 2008 consisted solely of interest income.

We had net loss of $412,599 for the three months ended March 31, 2009, as compared to a net loss of $1,157,588 for the three months ended March 31, 2008. This decrease in net loss was primarily attributable to a significant decrease in consulting and management fees and mineral property acquisition and exploration expeditures incurred during the three months ended March 31, 2009, as compared to the three months ended March 31, 2008.

Liquidity and Capital Resources

At March 31, 2009, we had cash and cash equivalents of $45,478 at March 31, 2009 and a working capital deficit of $353,419. Our proposed plan of exploration anticipates that we will incur exploration related expenditures of $2,100,000 over the next twelve months. Over the next twelve months, we will be required to make a payment of $750,000 if we elect to increase our ownership interest in the Mineral Rights from a twenty-five percent interest to a fifty percent interest and a payment of $1,250,000 if we elect to further increase our interest in the Mineral Rights from a fifty percent interest to a seventy-five percent interest. We anticipate spending approximately $50,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $600,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses. Our current cash on hand is insufficient to be able to make our planned exploration expenditures and to pay for our general administrative expenses over the next twelve months. Accordingly, we must obtain additional financing in order to complete the landowner studies and environmental report and commence the mapping and geophysics and initial drilling program described above. We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have limited tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We are currently seeking additional funding in the form of equity financing from the sale of our common stock, but cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program. In the absence of such financing, we will not be able to pursue our exploration program and maintain our mineral property interests in good standing. If we do not fulfill the terms of any of these option agreements according to our business plan, then our ability to commence or continue operations could be materially limited. We also may be forced to abandon our mineral property interests. If we are unable to raise additional capital in the near future, we will experience liquidity problems and management expects that we will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures and potentially cease operations.

If we are able to locate an appropriate partner, we may consider entering into a joint venture arrangement to provide the required funding to explore the properties underlying our mineral property interests. We have not undertaken any efforts to locate a joint venture participant. Even if we determine to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the properties underlying our mineral property interests. If we enter into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral property interests to the joint venture participant.

Cash Used in Operating Activities

Operating activities in the three months ended March 31, 2009 and 2008 used cash of $314,607 and $1,068,543, respectively, which reflect our recurring operating losses. Our net loss of $412,599 for the three months ended March 31, 2009 was the primary reason for our negative operating cash flow.

Cash Used in Investing Activities

For the three months ended March 31, 2009, we used $250,000 in investing activities, as compared to $19,666 used in investing activities during the three months ended March 31, 2008. For the three months ended March 31, 2009, we paid Temasek $250,000 for the acquisition of mineral rights pursuant to the Temasek Option Agreement.

Cash from Financing Activities

. . .