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. As a result of our decision to not pursue the development of any interests in properties located in Finland, we dissolved our wholly-owned subsidiary, FinMetal OY, a corporation organized under the laws of Finland, effective July 17, 2009. 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 below.

The Peru Property

Our properties are located in northeastern 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

In December 2008, we fulfilled the following conditions, resulting in our exercise of the initial option to acquire a twenty-five percent interest in the Mineral Rights:

ˇ Payment of $250,000 to Temasek on the date the Temasek Option Agreement was 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.

On May 12, 2009, 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.

On June 23, 2009, we issued 3,500,000 shares of our common stock to Temasek and its designees as partial consideration for the exercise of the second twenty-five percent option to acquire an aggregate fifty percent interest in the Mineral Rights. We will exercise the second twenty-five percent option, resulting in our acquisition of an aggregate fifty percent interest in the Mineral Rights, if on or before September 18, 2009 we pay $750,000 to Temasek, plus interest at a rate of 5% per annum accruing from May 12, 2009, the date of the Amended Option Agreement, to the date that payment is made. We will require additional financing in order to be able to exercise the second twenty-five percent option. There can be no assurance that we will be successful in securing the necessary funding to exercise the second twenty-five percent option. Provided we are successful in securing additional financing, we intend to exercise the second twenty-five percent option. In the event that we are unable to secure additional financing in order to be able to exercise the second twenty-five percent option in the time frame set forth above, our ownership interest in the Mineral Rights may be limited to our twenty-five percent interest.

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 (September 18, 2009):

ˇ Exercise and complete the initial and second twenty-five percent options;

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 will require additional financing in order to be able to exercise the third twenty-five percent option. There can be no assurance that we will be successful in securing the necessary funding to exercise the third twenty-five percent option. Provided we are successful in securing additional financing, we intend to exercise the third twenty-five percent option. In the event that we have exercised the second twenty-five percent option, but are unable to secure sufficient financing in order to be able to exercise the third twenty-five percent option in the time frame set forth above, our ownership interest in the Mineral Rights may be limited to a fifty percent interest.

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 (March 18, 2010):

ˇ Exercise and complete the initial, second and third twenty-five percent options;

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.

We will require additional financing in order to be able to exercise the fourth twenty-five percent option. There can be no assurance that we will be successful in securing the necessary funding to exercise the fourth twenty-five percent option. Provided we are successful in securing additional financing, we intend to exercise the fourth twenty-five percent option. In the event that we have exercised the third twenty-five percent option, but are unable to secure sufficient financing in order to be able to exercise the fourth twenty-five percent option in the time frame set forth above, our ownership interest in the Mineral Rights may be limited to a seventy-five percent interest.

If we are able to complete the 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.

If we are able to complete the acquisition of a one hundred percent interest in the Mineral Rights, Temasek will be 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, but fail to acquire a one hundred percent interest in the Mineral Rights, the Temasek Option Agreement provides that we and Temasek will form a joint venture for the purpose of placing the Peru Property into commercial production. In the event that this condition is satisfied and we enter into a joint venture with Temasek, our responsibilities under the joint venture would include developing a feasible mining project and all necessary facilities and Temasek shall retain a carried free interest in the mining rights. If we enter into a joint venture with Temasek, but 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.

Provided we are successful in securing additional financing, 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.

Provided we are successful in securing additional financing and 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. This process has commenced, but cannot be completed without securing additional financing.

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 by backhoe and excavator a number of bulk samples for metallurgical testing, and 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 eighteen 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. Provided we are successful in securing additional financing, we anticipate that we will commence the mapping and geophysics in the last quarter of 2009 with the initial drilling to begin shortly thereafter.

Our current cash on hand is insufficient to complete any of the activities set forth in our planned exploration program. If we are unable to secure additional financing in the near future, we will be forced to postpone the commencement of our exploration and development program. Provided we are able to secure additional financing through private equity offerings, 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
                   NEW BUSINESS                      150
                   TOTAL                            2,100

We also, as part of new business activities, intend to focus 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 may 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. We have not made any progress in indentifying any such properties due to our current financial position and require additional financing to perform the requisite due diligence and complete the acquisition of any property interest.

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.

Results of Operations

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

We reported total expenses in the amount of $199,064 for the three months ended June 30, 2009, compared to a credit balance in operating expenses of $2,838,958 for the three months ended June 30, 2008. We reported total expenses in the amount of $611,662 for the six months ended June 30, 2009, compared to a credit balance in operating expenses of $1,674,545 for the six months ended June 30, 2008. The increase in reported expenses was attributable to stock-based compensation being credited to operations in the amount of $3,066,094 for the three months ended June 30, 2008 and $2,386,907 for the six months ended June 30, 2008 as a result of the expiration and cancellation of stock options during the these period.

We reported no other expenses or income for the three months ended June 30, 2009 compared to other income of $1,619 for the three months ended June 30, 2008. We reported no other expenses or income for the six months ended June 30, 2009 compared to other income of $8,345 for the six months ended June 30, 2008. Other income for the three and six months ended June 30, 2008 consisted solely of interest income.

We had net loss of $199,064 for the three months ended June 30, 2009, as compared to a net gain of $2,840,577 for the three months ended June 30, 2008. We had net loss of $611,662 for the six months ended June 30, 2009, as compared to a net gain of $1,682,890 for the six months ended June 30, 2008. This decrease in net gain to a net loss in the reporting period was primarily attributable to stock-based compensation being credited to operations as a result of the expiration and cancellation of stock options during three and six months ended June 30, 2008.

As a result of the above, the basic and diluted loss per common share was $0.02 for the three months ended June 30, 2009 and $0.09 for the six months ended June 30, 2009, as compared to basic and diluted income per common share of $1.67 for the three months ended June 30, 2008 and $0.98 for the six months ended June 30, 2008.

Liquidity and Capital Resources

At June 30, 2009, we had cash and cash equivalents of $9,189 at June 30, 2009 and a working capital deficit of $547,039. 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 . . .