First Colombia Gold (FCGD) 10-Q 2010 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:  000-51203

Amazon Goldsands Ltd.

(Exact name of registrant as specified in its charter)

Nevada	98-0425310
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Jiron Caracas 2226, Jesus Maria, Lima, Peru

(Address of principal executive offices)

(51 1) 989 184 706

(Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ý  Yes   ¨    No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ý  Yes   ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨                                                                                                     Accelerated filer ¨

Non-accelerated filer   ¨  (Do not check if a smaller reporting company)                   Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨    Yes      ý     No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding at July 28, 2010
Common Stock, $0.00001 par value	36,853,585

	FORM 10-Q AMAZON GOLDSANDS LTD. JUNE 30, 2010 TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4T.	Controls and Procedures.	17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	18
Item 1A.	Risk Factors.	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	(Removed and Reserved).	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	18
Signatures		19
Exhibits		20
Certifications		20

- 2 - -

 PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q for the three and six months ended June 30, 2010 are as follows:
F-1	Unaudited Consolidated Balance Sheet as of June 30, 2010.
F-2	Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2010 and 2009 and from inception on September 5, 1997 to June 30, 2010.
F-3	Unaudited Consolidated Statements of Cash Flows for the three and six months ended June 30, 2010 and 2009 and from inception on September 5, 1997 to June 30, 2010.
F-4	Unaudited Consolidated Statement of Changes in Stockholders' Equity (Deficiency) from inception on September 5, 1997 to June 30, 2010.
F-5	Notes to Unaudited Consolidated Financial Statements.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended June 30, 2010 are not necessarily indicative of the results that can be expected for the full year.

- 3 - -

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Balance Sheets

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	As at 30 June 2010			As at 31 December 2009 (Audited)
		$			$
Assets
Current
Cash and cash equivalents (Note 2)		56,381			4,214
Mineral property interests (Note 4)		12,012,287			7,361,401
Property and equipment (Note 5)		14,555			17,125
Website development cost (Note 6)		4,167			10,833
		12,087,390			7,393,573
Liabilities
Current
Accounts payable and accrued liabilities (Note 3)		309,657			812,895
Current portion of convertible promissory note (Note 8)		255,753			-
		565,410			812,895
Convertible promissory note (Note 8)		3,250,000			-
Due to related parties (Note 9)		110,571			109,767
		3,925,981			922,662
Stockholders’ equity
Common stock (Note 7)
Authorized
200,000,000 common shares, par value $0.00001 and			��
200,000,000 blank check preferred shares, par value $0.001
Issued and outstanding
30 June 2010 – 36,853,585 common shares, par value $0.00001
31 December 2009 – 13,103,585 common shares, par value $0.00001		369			131
Additional paid in capital		15,834,746			12,809,984
Deficit, accumulated during the exploration stage		(9,933,706	)		(9,714,204	)
		5,901,409			3,095,911
Non-controlling interest (Note 14)		2,260,000			3,375,000
		8,161,409			6,470,911
		12,087,390			7,393,573

Nature, Basis of Presentation and Continuance of Operations (Note 1), Commitments (Note 10) and Subsequent Event (Note 15)

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -1

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	For the  period from the date of inception on 5 September 1997 to 30 June 2010			For the  three month period ended 30 June 2010			For the  three month  period ended 30 June 2009			For the six month period 30 June 2010			For the  six month period ended 30 June 2009
		$			$			$			$			$
Expenses
Amortization – property and equipment		35,054			1,285			2,210			2,570			4,419
Amortization – website development costs		35,834			3,333			3,334			6,666			6,667
Bank charges and interest (Note 8)		16,683			6,057			284			7,086			1,195
Consulting and management fees		5,063,518			84,450			113,842			132,226			271,547
Investor communication and promotion		632,571			6,000			-			14,000			61,347
Office and administrative (recovery)		116,593			184			(7,290	)		258			1,700
Professional fees		620,658			22,787			72,551			44,447			102,040
Rent		56,416			-			4,000			2,000			6,000
Telephone		54,659			-			-			-			276
Transfer agent and filing fees		46,271			1,819			1,383			3,981			3,083
Travel and accommodation		377,754			-			-			-			1,118
Website maintenance		86,000			-			7,500			20,000			15,000
Mineral property acquisition and exploration expenditures		5,235,144			-			-			-			136,057
Net operating loss before other items		(12,377,155	)		(125,915	)		(197,814	)		(233,234	)		(610,449	)
Other items
Foreign exchange gain (loss)		(17,756	)		(1,418	)		(1,250	)		3,075			(1,213	)
Forgiveness of debt		39,000			-			-			-			-
Gain on sale of oil and gas property		10,745			-			-			-			-
Interest income		102,561			-			-			-			-
Recovery of expenses		4,982			-			-			-			-
Write-down of incorporation cost		(12,500	)		-			-			-			-
Write-down of assets		(14,111	)		-			-			-			-
Net operating loss and for the period before income taxes		(12,264,234	)		(127,333	)		(199,064	)		(230,159	)		(611,662	)
Future income tax recovery (Note 13)		2,330,528			-			-			10,657			-
Net operating loss and comprehensive loss for the period		(9,933,706	)		(127,333	)		(199,064	)		(219,502	)		(611,662	)
Basic and diluted loss per common share					(0.01	)		(0.02	)		(0.01	)		(0.09	)
Weighted average number of common shares  used in per share calculations					36,853,585			9,814,354			26,201,113			7,034,042

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -2

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	For the period from the date of inception on 5 September 1997 to 30 June 2010			For the three month period ended 30 June 2010			For the three month period ended 30 June 2009			For the six month  period ended 30 June  2010			For the six month period ended 30 June 2009
		$			$			$			$			$
Cash flows used in operating activities
Net loss for the period		(9,933,706	)		(127,333	)		(199,064	)		(219,502	)		(611,662	)
Adjustments to reconcile loss to net cash used by operating activities
Amortization (Notes 5 and 6)		70,888			4,618			5,544			9,236			11,086
Accrued interest (Note 8)		5,753			5,753			-			5,753			-
Consulting fees		40,200			-			-			-			-
Forgiveness of debt		(24,000	)		-			-			-			-
Future income tax recovery		(2,330,528	)		-			-			(10,657	)		-
Gain on sale of oil and gas property		(10,745	)		-			-			-			-
Mineral property acquisition		1,816,000			-			-			-			-
Stock based compensation		3,587,000			-			-			-			-
Write-down of assets		3,940			-			-			-			-
Changes in operating assets and liabilities
Decrease in taxes recoverable		-			-			-			-			4,394
Decrease in prepaid expenses and deposits		-			-			-			-			1,962
Increase (decrease) in accounts payable and accrued liabilities		254,631			96,887			157,331			(508,467	)		243,424
Increase in advances from related parties		51,869			877			-			804			-
		(6,468,698	)		(19,198	)		(36,189	)		(722,833	)		(350,796	)
Cash flows from (used in) financing activities
Shares subscriptions received in advance		-			-			(19,000	)		-			(613,583	)
Cost of repurchase of common stock		(1,000	)		-			-			-			-
Proceeds from issuance of common stock, net of share issue costs		8,146,915			-			18,900			1,775,000			730,665
		8,145,915			-			(100	)		1,775,000			117,082
Cash flows used in investing activities
Proceeds from sale of oil and gas property		46,200			-			-			-			-
Oil and gas property acquisitions		(2,846	)		-			-			-			-
Oil and gas exploration		(22,609	)		-			-			-			-
Mineral property exploration		(48,609	)		-			-			-			-
Business acquisition, net of cash received		(1,499,422	)		-			-			(1,000,000	)		(250,000	)
Purchase of equipment		(53,550	)		-			-			-			-
Website development costs		(40,000	)		-			-			-			-
		(1,620,836	)		-			-			(1,000,000	)		(250,000	)
Increase (decrease) in cash and cash equivalents		56,381			(19,198	)		(36,289	)		52,167			(483,714	)
Cash and cash equivalents, beginning of period		-			75,579			45,478			4,214			492,903
Cash and cash equivalents, end of period		56,381			56,381			9,189			56,381			9,189

Supplemental Disclosures with Respect of Cash Flows (Note 12)

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -3

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	Number of shares issued			Common stock			Additional paid-in capital			Deferred stock-based compensation		Share subscriptions  received in advance		Deficit, accumulated during the exploration stage			Total stockholders’ equity (deficiency)
					$			$			$		$		$			$
Balance at 5 September 1997 (inception)		-			-			-			-		-		-			-
Common shares issued for cash ($0.25 per share)		4,000			1			999			-		-		-			1,000
Net loss for the period		-			-			-			-		-		(2,522	)		(2,522	)
Balance at 30 September 1997		4,000			1			999			-		-		(2,522	)		(1,522	)
Common shares issued for acquisition of oil and gas properties ($25 per share)		400			-			10,000			-		-		-			10,000
Common shares issued for cash ($0.25 per share)		4,000			1			999			-		-		-			1,000
Net loss for the year		-			-			-			-		-		(1,246	)		(1,246	)
Balance at 30 September 1998		8,400			2			11,998			-		-		(3,768	)		8,232
Common shares issued for cash ($25 per share)		4,000			1			99,999			-		-					100,000
Common shares repurchased for cash ($0.25 per share)		(4,000	)		(1	)		(999	)		-		-		-			(1,000	)
Net loss for the year		-			-			-			-		-		(9,569	)		(9,569	)
Balance at 30 September 1999		8,400			2			110,998			-		-		(13,337	)		97,663
Net loss for the year		-			-			-			-		-		(34,290	)		(34,290	)
Balance at 30 September 2000		8,400			2			110,998			-		-		(47,627	)		63,373
Net loss for the year		-			-			-			-		-		(14,296	)		(14,296	)
Balance at 30 September 2001		8,400			2			110,998			-		-		(61,923	)		49,077
Net income for the year		-			-			-			-		-		10,954			10,954
Balance at 30 September 2002		8,400			2			110,998			-		-		(50,969	)		60,031
Net income for the year		-			-			-			-		-		2,387			2,387
Balance at 30 September 2003		8,400			2			110,998			-		-		(48,582	)		62,418
Common shares issued for cash ($1.50 per share) and for services ($6 per share)		8,569			1			62,699			-		-		-			62,700
Donated capital		-			-			5,000			-		-		-			5,000
Net loss for the year		-			-			-			-		-		(64,175	)		(64,175	)
Balance at 30 September 2004		16,969			3			178,697			-		-		(112,757	)		65,943
Donated capital		-			-			3,000			-		-		-			3,000
Net loss for the period		-			-			-			-		-		(7,750	)		(7,750	)
Balance at 31 December 2004		16,969			3			181,697			-		-		(120,507	)		61,193
Common shares repurchased ($0.25 per share)		(4,000	)		(1	)		(999	)		-		-		-			(1,000	)
Donated capital		-			-			8,200			-		-		-			8,200
Net loss for the year		-			-			-			-		-		(40,652	)		(40,652	)
Balance at 31 December 2005		12,969			2			188,898			-		-		(161,159	)		27,741

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -4

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	Number of shares issued			Common stock			Additional paid-in capital			Deferred stock-based compensation			Share subscriptions received in advance			Deficit, accumulated during the exploration stage			Non- controlling interest		Total stockholders’ equity (deficiency)
					$			$			$			$			$			$		$
Balance at 31 December 2005		12,969			2			188,898			-			-			(161,159	)		-		27,741
Common shares issued for cash ($0.125 per share)		1,200,000			12			149,988			-			-			-			-		150,000
Common shares cancelled		(8,467	)		(1	)		1			-			-			-			-		-
Common shares issued for purchase of Finmetal OY (deemed at $25.60 per share)		50,000			1			1,279,999			-			-			-			-		1,280,000
Common shares issued as stock-based compensation (deemed at $24.80 per share)		97,500			1			2,417,999			(2,321,280	)		-			-			-		96,720
Common shares issued for cash ($10 per share)		279,950			2			2,799,498			-			-			-			-		2,799,500
Share issue costs					-			(254,500	)		-			-			-			-		(254,500	)
Net loss for the year		-			-			-			-			-			(2,506,896	)		-		(2,506,896	)
Balance at 31 December 2006		1,631,952			17			6,581,883			(2,321,280	)		-			(2,668,055	)		-		1,592,565
Common shares issued for cash ($25 per unit) (Note 7)		121,800			1			2,944,578			-			-			-			-		2,944,579
Share issue costs		-			-			(212,450	)		-			-			-			-		(212,450	)
Warrants issued (Note 7)		-			-			100,421			-			-			-			-		100,421
Common shares issued as stock-based compensation (deemed at $29 per share) (Note 7)		46,250			1			1,341,249			(1,341,250	)		-			-			-		-
Common shares issued for finder’s fee for mineral interests (deemed at $26.80)  per share (Notes 4, 7 and 12)		20,000			1			535,999			-			-			-			-		536,000
Stock-based compensation		-			-			3,023,282			2,936,734			-			-			-		5,960,016
Stock awards cancelled		(97,500	)		(1	)		1			-			-			-			-		-
Net loss for the year		-			-			-			-			-			(9,511,457	)		-		(9,511,457	)
Balance at 31 December 2007		1,722,502			18			14,314,963			(725,796	)		-			(12,179,512	)		-		1,409,674
Stock-based compensation (Note 7)		-			-			-			725,796			-			-			-		725,796
Stock awards cancelled (Note 7)		(31,250	)		(1	)		1			-			-			-			-		-
Stock options forfeited (Note 7)		-			-			(3,245,532	)		-			-			-			-		(3,245,532	)
Common shares issued for business acquisition ($0.25 per share) (Notes 4, 7 and 12)		2,500,000			25			624,975			-			-			-			-		625,000
Share subscriptions received in advance		-			-			-			-			613,583			-			-		613,583
Net income for the year		-			-			-			-						983,065			-		983,065
Balance at 31 December 2008		4,191,252			42			11,694,408			-			613,583			(11,196,447	)		-		1,111,586
Common shares issued for cash ($0.15 per unit) (Note 7)		5,412,333			54			811,796			-			(613,583	)		-			-		198,267
Share issue costs		-			-			(81,185	)		-			-			-			-		(81,185	)
Common shares issued for business acquisition ($0.11 per share) (Notes 4, 7 and 12)		3,500,000			35			384,965	��		-			-			-			-		385,000
Business acquisition		-			-			-			-			-			-			3,375,000		3,375,000
Net income for the year		-			-			-			-			-			1,482,243			-		1,482,243
Balance at 31 December 2009		13,103,585			131			12,809,984			-			-			(9,714,204	)		3,375,000		6,470,911

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -5

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

	Number of shares issued		Common stock		Additional paid-in capital			Deferred stock-based compensation		Share subscriptions received in advance		Deficit, accumulated during the exploration stage			Non-controlling interest			Total stockholders’ equity (deficiency)
				$		$			$		$		$			$			$
Balance at 31 December 2009		13,103,585		131		12,809,984			-		-		(9,714,204	)		3,375,000			6,470,911
Common shares issued for business acquisition ($0.25 per share) (Notes 4, 7 and 12)		5,000,000		50		1,249,950			-		-		-			-			1,250,000
Common shares issued for cash ($0.10 per unit) (Note 7)		18,750,000		188		1,015,720			-		-		-			-			1,015,720
Warrants issued (Note 7)		-		-		859,092			-		-		-			-			859,092
Share issue costs		-		-		(100,000	)		-		-		-			-			(100,000	)
Business acquisition		-		-		-			-		-		-			(1,115,000	)		(1,115,000	)
Net loss for the period		-		-		-			-		-		(219,502	)		-			(219,502	)
Balance at 30 June 2010		36,853,585		369		15,834,746			-		-		(9,933,706	)		2,260,000			8,161,409

The accompanying notes are an integral part of these interim consolidated financial statements.

F - -6

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

1.            Nature, Basis of Presentation and Continuance of Operations

Amazon Goldsands Ltd. (the “Company”) was incorporated under the laws of the State of Nevada, U.S.A. under the name “Gondwana Energy, Ltd.” on 5 September 1997.  On 23 January 2007, the Company changed its name to “Finmetal Mining Ltd.”.  On 27 November 2006, the Company completed the acquisition of 100% of the shares of Finmetal Mining OY (“Finmetal OY”), a company incorporated under the laws of Finland.  During the fiscal year ended 31 December 2006, the Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties in Finland.  On 22 May 2008, the Company changed its name to “Amazon Goldsands Ltd.” and on 18 September 2008, the Company entered into a Mineral Rights Option Agreement and concurrently re-focused on the acquisition of, exploration for and development of mineral properties located in Peru. The Company is currently in the exploration stage.

The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities”. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period.

The accompanying interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Finmetal OY, a company incorporated under the laws of Finland, since its date of acquisition on 27 November 2006.  The Company also follows ASC 810-10, “Consolidation” and fully consolidates the assets, liabilities, revenues and expenses of Beardmore Holdings, Inc. (“Beardmore”), a company incorporated under the law of Panama.  The Company owns a 50% interest in Beardmore.  It recognizes the other owner’s equity under the heading non-controlling interest (Note 14).

The interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to exploration stage enterprises, and are expressed in U.S. dollars.  The Company’s fiscal year end is 31 December.

The Company’s interim consolidated financial statements as at 30 June 2010 and for the six month period then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company had a loss of $219,502 for the six month period ended 30 June 2010 (30 June 2009 – $611,662, cumulative – $9,933,706) and has a working capital deficit of $509,029 at 30 June 2010 (31 December 2009 – $808,681).

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital.  Management believes that the Company’s capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 December 2010.  However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.  These interim consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F - -7

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

2.             Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.

Principles of consolidation

All inter-company balances and transactions have been eliminated in these interim consolidated financial statements.

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at 30 June 2010, the Company has cash and cash equivalents in the amount of $56,381 (31 December 2009 – $4,214).

Website and software development costs

The Company recognizes the costs incurred in the development of the Company’s website in accordance with ASC 350-50, “Website Development Costs”.  Accordingly, direct costs incurred during the application stage of development are capitalized and amortized over the estimated useful life of three years on a straight line basis.  Fees incurred for website hosting are expensed over the period of the benefit.  Costs of operating a website are expensed as incurred.

Property and equipment

Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives at rates as follows:

Furniture, computer and office equipment	30	%
Computer software	100	%

The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public.  It also establishes standards for disclosures regarding products and services, geographic areas and major customers.  ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.  The Company has evaluated this Codification and does not believe it is applicable at this time.

F - -8

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

Mineral property costs

Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment.  If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these interim consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Environmental costs

Environmental expenditures that related to current operations are charged to operations or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Foreign currency translation

The Company’s functional and reporting currency is U.S. dollars.  The interim consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.”  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  The Company has not, to the date of these interim consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F - -9

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at 30 June 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the interim consolidated financial statements.

Stock-based compensation

Effective 1 January 2006, the Company adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.  Accordingly, the financial statements for the periods prior to 1 January 2006 have not been restated to reflect the fair value method of expensing share-based compensation.  Adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”.  ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

F - -10

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

Long-lived assets impairment

Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.

Asset retirement obligations

The Company has adopted ASC 410, “Assets Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at 30 June 2010, the Company does not have any asset retirement obligations.

Convertible debt

The Company has adopted the Financial Accounting Standards Board (“FASB”) issued new guidance for accounting for convertible debt instruments that may be settled in cash.  The new guidance, which is now part of ASC 470-20, “Debt with Conversion and Other Options”, requires the liability and equity components to be separately accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate.  The Company will allocate a portion of the proceeds received from the issuance of convertible notes between a liability and equity component by determining the fair value of the liability component using the Company’s nonconvertible debt borrowing rate.  The difference between the proceeds of the notes and the fair value of the liability component will be recorded as a discount on the debt with a corresponding offset to paid-in capital.  The resulting discount will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes using the effective interest rate method.  The new guidance was to be applied retrospectively to all periods presented upon those fiscal years.  The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

F - -11

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

Financial instruments

The carrying value of cash and cash equivalents and accounts payable approximates their fair value because of the short maturity of these instruments.  The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates.  The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Comparative figures

Certain comparative figures have been adjusted to conform to the current period’s presentation.

Changes in accounting policies

In June 2009, the FASB issued the Statement of Financial Accounting Standard (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”. SFAS No. 167, which amends ASC 810-10, “Consolidation”, prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model.  The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE.  SFAS No. 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE.  A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE.  SFAS No. 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  SFAS No. 167 is effective 1 January 2010.  The adoption of SFAS No. 167 did not have a material impact on the Company’s interim consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial Assets – an amendment of FASB Statement”.  SFAS No. 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”, and removes the exception from applying ASC 810-10, “Consolidation”. This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting.  SFAS No. 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  This statement is effective 1 January 2010.  The adoption of SFAS No. 166 did not have a material impact on the Company’s interim consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Fair Value Measurement and Disclosure (Topic 820) – Measuring Liabilities at Fair Value”, which provides valuation techniques to measure fair value in circumstances in which a quoted price in an active market for the identical liability is not available.  The guidance provided in this update is effective 1 January 2010.  The adoption of this guidance did not have a material impact on the Company’s interim consolidated financial statements.

F - -12

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

On 1 January 2010, the Company adopted ASU No. 2010-02, “Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification”.  ASU No. 2010-02 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB ASC, originally issued as SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary.  An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary.  Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value.  The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated.  In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of ASU No. 2010-02 did not have a material impact on the Company’s interim consolidated financial statements.

On 1 January 2010, the Company adopted ASU No. 2010-01, “Equity (ASC Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarifies that the stock portion of a distribution to shareholders that allow them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and ASC Topic 260. The adoption of the ASU No. 2010-01 did not have a material impact on the Company’s interim consolidated financial statements.

Recent accounting pronouncements

In February 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives”. ASU No. 2010-11 clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in ASU No. 2010-11 are effective for each reporting entity at the beginning of its first fiscal quarter beginning after 15 June 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after 5 March 2010. The adoption of ASC No. 2010-11 is not expected to have a material impact on the Company’s interim consolidated financial statements.

In February 2010, the FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for Securities and Exchange Commission (“SEC”) filers to disclose the date through which an entity has evaluated subsequent events.  ASC No. 2010-09 is effective for its fiscal quarter beginning after 15 December 2010.  The adoption of ASC No. 2010-06 is not expected to have a material impact on the Company’s interim consolidated financial statements.

F - -13

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

In January 2010, the FASB issued ASC No. 2010-06, “Fair Value Measurement and Disclosures (Topic 820): Improving Disclosure and Fair Value Measurements”, which requires that purchases, sales, issuances, and settlements for Level 3 measurements be disclosed.  ASC No. 2010-06 is effective for its fiscal quarter beginning after 15 December 2010.  The adoption of ASC No. 2010-06 is not expected to have a material impact on the Company’s interim consolidated financial statements.

3.         Accounts Payable and Accrued Liabilities

Included in accounts payable and accrued liabilities as at 30 June 2010 are amounts due to a director and a former officer of the Company of $28,105 (31 December 2009 – $42,224).  The amounts are non-interest bearing, unsecured and due on demand.

Included in accounts payable and accrued liabilities as at 30 June 2010 is an amount due to a Company with directors and officers in common with the Company of $Nil (31 December 2009 – $88,435).  The amount is non-interest bearing, unsecured and due on demand.

Included in accounts payable and accrued liabilities as at 30 June 2010 is an advance received from a former officer of the Company of $Nil (31 December 2009 – $28,084).  The amount is non-interest bearing, unsecured and has no fixed terms of repayment.

4.         Mineral Property Interests

The Temasek Properties

Effective 18 September 2008 (the “Effective Date”), the Company entered into a Mineral Right Option Agreement with Temasek Investments Inc. (“Temasek”), a company incorporated under the laws of Panama  (the “Temasek Agreement”).

Pursuant to the Temasek Agreement, the Company acquired four separate options from Temasek, each providing for the acquisition of a 25% interest in certain mineral rights in Peru potentially resulting in the acquisition of 100% of the mineral rights (the “Mineral Rights”).  The Mineral Rights are owned by Rio Santiago Minerales S.A.C. (“Rio Santiago”).  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 the Company of 25% of the outstanding shares of Beardmore (Note 14).

The Company may exercise the initial 25% option to acquire a 25% interest in the Mineral Rights after fulfilling the following conditions:

·   Pay $250,000 (paid) to Temasek on the date the Agreement is executed;

·   Issue 2,500,000 common shares (issued) of the Company to Temasek within five business days from the Effective Date (Notes 7 and 12); and

F - -14

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

·   Pay an additional $250,000 (paid) to Temasek within ninety days of the Effective Date.

The Company entered into an amending agreement dated 12 May 2009 with Temasek related to the Temasek Properties, further amended pursuant to an agreement dated 3 February 2010 (the “Second Amending Temasek Agreement”).  Under the Second Amending Temasek Agreement, the Company may now exercise the second 25% option resulting in the acquisition of a 50% interest in the Mineral Rights by fulfilling the following conditions as set out in the Second Amending Temasek Agreement within thirty days from the Effective Date:

·   Exercise and complete the initial 25% option (completed);

·   Issue 3,500,000 additional common shares of the Company to Temasek (issued) (Notes 7 and 11); and

·   Pay an additional $750,000 to Temasek by 5 March 2010 (paid).

The Company entered into an amending agreement dated 25 June 2010 (the “Amendment Effective Date”) with Temasek related to the Temasek Properties (the “Third Amending Temasek Agreement”).  Under the Third Amending Temasek Agreement, the Company may now exercise the third and fourth 25% options resulting in the acquisition of a 100% interest in the Mineral Rights by fulfilling the following conditions as set out in the Third Amending Temasek Agreement within ten business days from the Amendment Effective Date:

·   Exercise and complete the initial and second 25% options (completed);

·   Issue 11,000,000 additional common shares of the Company to Temasek (5,000,000 common shares issued on 9 March 2010) (Notes 7 and 12);

·   Pay an additional $250,000 to Temasek (paid);

·   Issue a convertible note for $250,000 to Temasek (the “$250,000 Convertible Note”) (issued).  The $250,000 Convertible Note has a term of ninety days and will accrue interest at a rate of 12% per annum.  Both principal and interest under the $250,000 Convertible Note are payable upon maturity  (Notes 8 and 12); and

·   Issue a convertible note for $3,250,000 to Temasek (the “$3,250,000 Convertible Note”) (issued).  The $3,250,000 Convertible Note has a term of three years and will accrue interest at a rate of 12% per annum. Interest will be payable annually and the principal is payable upon maturity (Notes 8 and 12).

Any principal and interest due under either of the Convertible Notes is convertible, at the option of Temasek, into units at a fixed conversion price of $0.25 per unit.  Each unit consists of one common share of the Company and one share purchase warrant.  Each whole warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.50 per share (Note 8).

F - -15

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

Upon the acquisition of a 100% interest in the Mineral Rights, Temasek will hold its single share of Rio Santiago in trust for the Company’s sole benefit and hold the share strictly in accordance with the Company’s instructions. Upon the Company’s acquisition of a 100% interest in the Mineral Rights, Temasek is entitled to an annual 2.5% net returns royalty.  However, if the Company pays Temasek $2,000,000 within ninety days of the acquisition of a 100% interest in the Mineral Rights, Temasek will only be entitled to an annual 1% net returns royalty.

If the Company exercises the second 25% option, resulting in the Company’s acquisition of a 50% interest in the Mineral Rights, and fails to acquire a 100% interest in the Mineral Rights, the Company and Temasek will form a joint venture in which the Company 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 the Company does not develop a feasible mining project within three years from the Effective Date, the Company will be responsible to pay Temasek an advance minimum mining royalty of $500,000 per year, which will be deducted from Temasek’s net returns royalty.

Temasek became a significant shareholder of the Company through the issuance of the 6,000,000 common shares on exercise of the option to acquire the initial and second 25% interests in the Mineral Rights and an additional 5,000,000 common shares on exercise of the partial payment toward the exercise of the option to acquire the third 25% interest (Note 7).

The Company is subject to certain outstanding and future commitments related to the Temasek Agreement. The Company is in the process of renegotiating the terms of the Temasek Agreement (Note 10).

5.         Property and Equipment

					Net Book Value
	Cost		Accumulated amortization		30 June  2010		31 December 2009 (Audited)
		$		$		$		$
Furniture, computer and office equipment		38,505		23,950		14,555		17,125
Computer software		8,928		8,928		-		-
		47,433		32,878		14,555		17,125

During the six month period ended 30 June 2010, total additions to property and equipment were $Nil (30 June 2009 – $Nil).

F - -16

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

6.        Website Development Cost

					Net Book Value
	Cost		Accumulated amortization		30 June  2010		31 December 2009 (Audited)
		$		$		$		$
Website development		40,000		35,833		4,167		10,833

During the six month period ended 30 June 2010, total additions to website development were $Nil (30 June 2009 – $Nil).

7.         Common Stock

Authorized

The total authorized capital consists of

·      200,000,000 of common shares with par value of $0.00001

·      200,000,000 of blank check preferred shares with par value of $0.001

Issued and outstanding

As at 30 June 2010, the total issued and outstanding capital stock is 36,853,585 common shares with a par value of $0.00001 per share.

On 25 March 2010, the Company issued 18,750,000 units at a price of $0.10 per unit (the “Units”) for proceeds of $1,775,000, net of share issue costs of $100,000.  Each Unit consists of one share of common stock with par value $0.00001 and one common stock purchase warrant.  Each one common stock purchase warrant entitles the holder to purchase one common share at a price of $0.10 commencing six months from the closing date of the offering up to 25 March 2011.  As at 30 June 2010, all of the related share purchase warrants in this series remain outstanding.

On 9 March 2010, the Company issued 5,000,000 common shares valued at $1,250,000 ($0.25 per common share) pursuant to the Temasek Agreement (Note 4).  The fair value is equal to the market price of the Company’s stock on the date of the transaction.

During the year ended 31 December 2009, the Company issued 3,500,000 common shares valued at a $385,000 ($0.11 per common share) pursuant to the Temasek Agreement (Note 4).  The fair value is equal to the market price of the Company’s stock on the date of the transaction.

During the year ended 31 December 2009, the Company issued 140,000 common shares for total proceeds of $18,900 ($0.15 per common share), net of share issue costs of $2,100.

F - -17

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

During the year ended 31 December 2009, the Company issued 5,272,333 common shares for total proceeds of $711,765 ($0.15 per common share), net of share issue costs of $79,085.

During the year ended 31 December 2008, a total of 167,500 stock options expired.

During the year ended 31 December 2008, the Company issued 2,500,000 common shares valued at $625,000 ($0.25 per common share) pursuant to the Temasek Agreement (Note 4).  The fair value is equal to the market price of the Company’s stock on the date of the transaction.

During the year ended 31 December 2008, the Company completed a one new for twenty old share reverse stock split.  The Company’s share transactions, including the weighted average number of common shares outstanding calculation for purposes of determining earnings per share, have been restated retroactively to reflect all of the above corporate capital transactions in these interim consolidated financial statements.

During the year ended 31 December 2007, the Company issued 121,800 units at a price of $25 per share for proceeds of $2,832,550, net of share issue costs of $212,450.  Each unit consists of one share of common stock with par value $0.00001 and one-half share purchase warrant. Each full share purchase warrant entitles the holder to purchase one common share at a price of $35 up to 17 April 2008.  During the year ended 31 December 2008, all of the related share purchase warrants in this series expired.

During the year ended 31 December 2007, the Company granted 37,500 restricted shares at a deemed price of $29 per share to officers and directors of the Company.  The deemed price is equal to the market price of the Company’s stock on the date of the transaction.  During the year ended 31 December 2008, 30,000 restricted shares were cancelled and returned to treasury.  Fifty percent of the remaining 7,500 shares vested during the year ended 31 December 2008 and the balance have been deemed to have vested.  The related stock-based compensation of $705,365 has been recorded in the consolidated statement of operations during the year ended 31 December 2008.

During the year ended 31 December 2007, the Company granted 8,750 restricted shares at a deemed price of $3.60 per share to consultants of the Company. The deemed price is equal to the market price of the Company’s stock as of 31 December 2007.  During the year ended 31 December 2008, 1,250 restricted shares were cancelled and returned to treasury.  Fifty percent of the remaining shares vested during the year ended 31 December 2008 and the balance have been deemed to have vested.  The related stock-based compensation of $20,431 has been recorded in the consolidated statement of operations during the year ended 31 December 2008.

Stock options

As at 30 June 2010, there are Nil incentive stock options outstanding (31 December 2009 – Nil).

During the year ended 31 December 2007, the Company granted 167,500 incentive stock options to officers, directors and consultants of the Company to purchase common stock of the Company at a price of $25 per common share on or before 17 April 2017 and vesting as to one-quarter of the common shares under the stock option on 17 April 2007 and one-quarter every six months thereafter in accordance with the terms and conditions of the Company’s Stock Incentive Plan (the “Plan”).

F - -18

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

During the year ended 31 December 2007, the Company adopted the Plan, which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards to officers, directors or employees of, as well as advisers and consultants to, the Company.

All stock options and rights are to vest over a period determined by the Board of Directors and expire not more than ten years from the date granted.  Pursuant to the Plan, the maximum aggregate number of shares that may be issued for awards is 500,000 and the maximum aggregate number of shares that may be issued for incentive stock options is 500,000.

During the year ended 31 December 2008, all of the related stock options in this series were forfeited.

The Company had no option activities during the six month periods ended 30 June and 2010 and 2009.

Warrants

As at 30 June 2010, there are 18,750,000 warrants outstanding (31 December 2009 – Nil).

On 25 March 2010, as part of the 18,750,000 unit private placement, the Company issued 18,750,000 share purchase warrants.  Each share purchase warrant entitles the holder to purchase one common share at a price of $0.10 commencing six months from the closing date of the offering and terminating one year from the closing date of the offering.  As at 30 June 2010, all of the related share purchase warrants in this series remain outstanding.

During the year ended 31 December 2007, as part of the 121,800 unit private placement, the Company issued 60,900 share purchase warrants.  Each share purchase warrant entitles the holder to purchase one common share at a price of $35 up to 17 April 2008.  During the year ended 31 December 2008, all of the related share purchase warrants in this series expired.  As at 30 June 2010, none of the related share purchase warrants in this series remain outstanding.

During the year ended 31 December 2007, the Company issued 8,358 agent compensation warrants for services rendered by a private placement agent.  Each warrant entitles the holder to purchase one common share at a price of $35 up to 17 April 2008. During the year ended 31 December 2008, all of the related share purchase warrants in this series expired.  As at 30 June 2010, none of the related share purchase warrants in this series remain outstanding.

F - -19

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

The following is a summary of warrant activities during the six month periods ended 30 June 2010 and 2009:

	Number of warrants		Weighted average exercise price
				$
Outstanding and exercisable at 1 January 2010		-		-
Granted		18,750,000		0.10
Exercised		-		-
Expired		-		-
Outstanding and exercisable at 30 June 2010		18,750,000		0.10
Weighted average fair value of warrants granted during the period				0.05
Outstanding and exercisable at 1 January 2009		-		-
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding and exercisable at 30 June 2009		-		-
Weighted average fair value of warrants granted during the period				-

The weighted average grant date fair value of warrants issued during the six month period ended 30 June 2010, amounted to $859,092 ($0.05 per warrant) (31 December 2009 - $Nil). The fair value of each warrant granted was determined using the Black-Scholes warrant pricing model and the following weighted average assumptions:

	2010			2009
Risk free interest rate		0.44	%		-
Expected life	1.00 year				-
Annualized volatility		317.72	%		-
Expected dividends		-			-

F - -20

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

8.         Convertible Promissory Notes

	30 June 2010 $			31 December 2009 (Audited) $
Issued on 25 June 2010 to Temasek bearing interest at a rate of 12% per annum on any unpaid principle balance, unsecured, with principal and interest amounts due upon maturity on 25 September 2010.  Temasek has the option to convert any portion of the unpaid principal and/or accrued interest into conversion units (the “Units”) at any time up to 25 September 2010 at $0.25 per Unit where a Unit consists of one common share of the Company and one share purchase warrant.  Each warrant entitles Temasek to purchase an additional common share of the Company at an exercise price of $0.50 commencing six months after the date of issuance until one year from the date of issuance.  During the six month period ended 30 June 2010, the Company accrued interest expense of $411 (30 June 2009 – $Nil). The balance as at 30 June 2010 consists of principal and accrued interest of $250,000 (31 December 2009 – $Nil) and $411 (31 December 2009 – $Nil), respectively (Notes 4 and 12).		250,411			-
Issued on 25 June 2010 to Temasek bearing interest at a rate of 12% per annum on any unpaid principle balance, unsecured, with interest amount payable annually and principal amount due upon maturity on 25 June 2013.  Temasek has the option to convert any portion of the unpaid principal and/or accrued interest into Units at any time up to 25 June 2013 at $0.25 per Unit where a Unit consists of one common share of the Company and one share purchase warrant.  Each warrant entitles Temasek to purchase an additional common share of the Company at an exercise price of $0.50 commencing six months after the date of issuance until one year from the date of issuance.  During the six month period ended 30 June 2010, the Company accrued interest expense of $5,342 (30 June 2009 – $Nil). The balance as at 30 June 2010 consists of principal and accrued interest of $3,250,000 (31 December 2009 – $Nil) and $5,342 (31 December 2009 – $Nil), respectively (Notes 4 and 12).		3,255,342			-
Less: current portion		(255,753	)		-
		3,250,000			-

F - -21

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

9.            Due to Related Parties and Related Party Transactions

As at 30 June 2010, the amount due to related parties consists of $110,571 (31 December 2009 – $109,767) payable to companies controlled by shareholders and/or directors of Rio Santiago.

During the six month period ended 30 June 2010, the Company paid or accrued $Nil (30 June 2009 – $43,647) for consulting and management fees to former officers and directors of the Company.

During the six month period ended 30 June 2010, the Company paid or accrued $18,900 (30 June 2009 ­– $18,900) for financial and accounting services to a current officer of the Company.

During the six month period ended 30 June 2010, the Company paid or accrued $Nil (30 June 2009 ­– $5,820)

for consulting fees to a current director of the Company.

10.          Commitments

a.   During the six month period ended 30 June 2010, the Company entered into a ten-month contract for consulting services, commencing 1 March 2010, with a party to provide investor relations services for a monthly payment of $7,500.

b.   During the six month period ended 30 June 2010, the Company entered into a twelve-month contract for consulting services, commencing 1 April 2010, with a party to provide media services for a monthly  payment of $7,500.

c.   During the six month period ended 30 June 2010, the Company entered into a ten-month contract for consulting services, commencing 1 March 2010, with a party to provide management services for a monthly payment of $10,000.

d.   The Company is subject to certain outstanding and future commitments related to the Temasek Agreement. The Company is in the process of renegotiating the terms of the Temasek Agreement (Note 4).

11.          Geographic Areas

Prior to the operations of acquisition and exploration of mineral properties, the Company’s areas of operations were primarily in Canada.  Since the commencement of acquisition and exploration of mineral properties, during the year ended 31 December 2006, the Company’s principal mineral property activities have been in Finland.  During the year ended 31 December 2008, the Company re-focused its acquisition and exploration of mineral properties operations to Peru. As at 30 June 2010, the Company does not have any material assets outside of South America.

F - -22

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

12.          Supplemental Disclosures with Respect to Cash Flows

	For the period from the date of inception on 5 September 1997 to 30 June 2010			For  the three  month period ended 30 June 2010			For  the three month period ended 30 June 2009			For  the six month period ended 30 June 2010		For  the six month  period ended 30 June 2009
		$			$			$			$		$
Supplemental cash flows information
Interest expense		7,659			5,753			-			5,753		-
Foreign exchange gain (loss)		(17,756	)		(1,418	)		(1,250	)		3,075		(1,213	)
Supplemental disclosure of non-cash investing and financing
Common shares issued for oil and gas property ($25 per share)		10,000			-			-			-		-
Common shares issued for services ($6 per share)		50,000			-			-			-		-
Donated consulting services		16,200			-			-			-		-
Common shares cancelled and returned		(2	)		-			-			-		-
Common shares issued for equity acquisition of Finmetal OY ($25.60 per share)		1,280,000			-			-			-		-
Restricted shares issued ($24.80 per share)		2,418,000			-			-			-		-
Common shares issued for finder’s fee ($10 per unit)		254,500			-			-			-		-
Warrants issued		100,421			-			-			-		-
Common shares issued for finder’s fee for mineral property interests ($26.80 per share)		536,000			-			-			-		-
Common shares issued for acquisition of mineral rights (deemed at $0.25 per share)		1,875,000			-			-			1,250,000		-
Common shares issued for acquisition of mineral rights (deemed at $0.11 per share)		385,000			-			-			-		-

During the six month period ended 30 June 2010, the Company accrued interest expense of $5,753 (30 June 2009 – $Nil) related to unpaid amount of the Temasek option payment (Note 4).

During the six month period ended 30 June 2010, the Company issued 5,000,000 common shares valued at $1,250,000 pursuant to the Third Amending Temasek Agreement (Note 4).

F - -23

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

13.           Income Taxes

The Company has losses carried forward for income tax purposes to 30 June 2010.  The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry-forward period.  Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

	For the six month period ended 30 June 2010			For the six month period ended 30 June 2009
		$			$
Refundable federal tax asset (liability) attributable to:
Current operations		74,634			207,965
Contributions to capital by related parties		-			-
Less: Change in valuation allowance		(63,977	)		(207,965	)
Future income tax recovery		10,657			-

The composition of the Company’s deferred tax assets as at 30 June 2010 and 31 December 2009 are as follows:

	As at 30 June 2010			As at 31 December 2009 (Audited)
		$			$
Net income tax operating loss carryforward		5,379,690			5,305,056
Statutory federal income tax rate		26% - 34	%		26% - 34	%
Deferred tax assets (liabilities)		534,621			470,644
Less: Valuation allowance		(534,621	)		(470,644	)
Net deferred tax assets (liabilities)		-			-

F - -24

Amazon Goldsands Ltd.

(An Exploration Stage Company)

Notes to Interim Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

30 June 2010

14.          Interest in Variable Interest Entity

In January 2009, the Company acquired the initial 25% interest in Beardmore, the registered owner of 999 shares of the 1,000 shares of Rio Santiago that are issued and outstanding.  Rio Santiago is the beneficial owner of 100% interest in certain mineral rights in Peru.  The aggregate purchase price was $1,125,000, in which the Company paid $500,000 in cash and issued 2,500,000 common shares valued at $625,000 (Note 7).

In March 2010, the Company acquired the second 25% interest in Beardmore by issuing additional 3,500,000 common shares valued at $385,000 (Note 7) and paying $750,000 in cash.

The acquisition of Beardmore expands the Company’s business of acquiring and exploring mineral properties.  The Company also has the exclusive right to purchase the remaining 50% share interest in Beardmore, upon certain terms and conditions (Note 4).

The Company follows ASC 810-10 and fully consolidates the assets, liabilities, revenues and expenses of Beardmore.  A valuation of certain assets was completed and the Company internally determined the fair value of others assets and liabilities.  In determining the fair value of acquired assets, standard valuation techniques were used including market and income approach.

15.          Subsequent Event

There are no subsequent events from the date of the period ended 30 June 2010 to the date the interim consolidated financial statements were available to be issued on 19 August 2010.

F - -25

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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.

Important factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but are not limited to, the following:

·  risk that we will not be able to further amend the option agreement under which we acquired our fifty percent property interest in certain mining rights in certain properties in Peru in order to revive certain options we had which have lapsed as a result of our failure to meet the requirements necessary to exercise these options;

·  risk that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations in Peru;

·  risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;

·  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;

·  mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

·  the potential for delays in exploration or development activities or the completion of feasibility studies;

·  risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;

·  risks related to commodity price fluctuations;

·  the uncertainty of profitability based upon our history of losses;

·  risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;

·  risks related to environmental regulation and liability;

· 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;

·  risks related to tax assessments;

·  political and regulatory risks associated with mining development and exploration; and

·  other risks and uncertainties related to our prospects, properties and business strategy.

The foregoing list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

- 4 - -

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 certain mining and mineral 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 the options we exercised to acquire our fifty percent interest in certain mining and mineral rights underlying properties located in Peru is set forth below.

The Peru Property

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

We entered into a Mineral Right Option Agreement with Temasek Investments Inc. (“Temasek”), a company incorporated under the laws of Panama, on September 18, 2008 (the “Effective Date”), as amended and supplemented by Amendment No. 1, dated May 12, 2009 (“Amendment No. 1”) and Amendment No. 2, dated February 3, 2010 (“Amendment No. 2”) (collectively, the “Option Agreement”), in order to acquire 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, that would have potentially resulted in our acquisition of one hundred percent of the Mineral Rights.  The Mineral Rights are currently owned by Rio Santiago Minerales S.A.C. ("Rio Santiago").  Beardmore Holdings, Inc. ("Beardmore") 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.  Our acquisition of each twenty-five percent interest in the Mineral Rights was structured to occur through the transfer to us of twenty-five percent of the outstanding shares of Beardmore upon the exercise of each twenty-five percent option.

- 5 - -

A description of the Mineral Rights is set forth below:

Name	Area (ha)	Code	Title Nº	Owner
Bianka 1	1000	01-03905-08	00074599	Rio Santiago Minerales S.A.C.
Bianka 2	1000	01-03878-08	00074599	Rio Santiago Minerales S.A.C.
Bianka 3	900	01-03879-08	00074599	Rio Santiago Minerales S.A.C.
Bianka 4	1000	01-03883-08	00074599	Rio Santiago Minerales S.A.C.
Bianka 6	1000	01-03881-08	00074599	Rio Santiago Minerales S.A.C.
Bianka 7	1000	01-03888-08	00074599	Rio Santiago Minerales S.A.C.
Dalma 1	1000	01-03859-08	00074599	Rio Santiago Minerales S.A.C.
Dalma 2	1000	01-03863-08	00074599	Rio Santiago Minerales S.A.C.
Dalma 3	1000	01-03857-08	00074599	Rio Santiago Minerales S.A.C.
Dalma 4	800	01-03865-08	00074599	Rio Santiago Minerales S.A.C.
Dalma 5	500	01-03866-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 1	1000	01-03909-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 2	900	01-03906-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 3	1000	01-03904-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 4	800	01-03908-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 5	1000	01-03910-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 6	1000	01-03901-08	00074599	Rio Santiago Minerales S.A.C.
Dorotea 7	1000	01-03899-08	00074599	Rio Santiago Minerales S.A.C.

Under the terms of the Option Agreement, to date, we have acquired an aggregate fifty percent interest in the Mineral Rights through our acquisition of fifty percent of the outstanding shares of Beardmore.  We exercised the initial twenty-five percent option, which provided for the acquisition of a twenty-five percent interest in the Mineral Rights, by paying Temasek a total of $500,000 and issuing 2,500,000 shares of our common stock to Temasek on or about January 12, 2009 in accordance with the terms of the Option Agreement.  We exercised the second twenty-five percent option, which resulted in our acquisition of an aggregate fifty percent interest in the Mineral Rights, by paying Temasek a total of $750,000 and issuing 3,500,000 shares of our common stock to Temasek on or about March 22, 2010 in accordance with the terms of the Option Agreement.

Under the terms of the Option Agreement, as amended, we would have been able to exercise the third, twenty-five percent option, resulting in the acquisition of a seventy-five percent interest in the Mineral Rights, if we had fulfilled all of the following conditions:

·   Complete the exercise of the second, twenty-five percent option, resulting in the acquisition of a fifty percent interest in the Mineral Rights (which was completed on March 22, 2010);

·   Issue 5,000,000 shares of our common stock to Temasek, or whoever persons Temasek indicates, by March 5, 2010, which date was within 30 days of the effective date of Amendment No. 2 (which shares were issued on March 9, 2010);

·   Pay $250,000 to the order and the direction of Temasek by March 5, 2010, which date was within 30 days of the effective date of Amendment No. 2 (which payment was made on March 22, 2010); and

·   Pay $1,000,000 to the order and the direction of Temasek on or before March 18, 2010, which date was within eighteen months of the Effective Date.

We would have been able to exercise the fourth, twenty-five percent option, resulting in the acquisition of a one hundred percent interest in the Mineral Rights, if we had fulfilled all of the following conditions prior to March 18, 2010, which date was within eighteen months of the Effective Date:

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

·   Pay an additional amount $2,500,000 to Temasek; and

·   Issue 5,500,000 additional shares of common stock to Temasek.

- 6 - -

On June 25, 2010 (“Amendment Effective Date”), we entered into an amendment (“Amendment No. 3”) to the Mineral Rights Option Agreement.  Under the terms of Amendment No. 3, we would have completed the exercise of the third and fourth twenty-five percent options, resulting in our acquisition of a one-hundred percent interest in the Mineral Rights, after fulfilling the following conditions (collectively the “Option Requirements”) within ten business days of the Amendment Effective Date:

·   Issuance to Temasek of a total of 6,000,000 shares of our common stock (in addition to the 5,000,000 shares previously issued by us to Temasek in March 2010, for a total share consideration for the purchase of the Mineral Rights of 11,000,000 shares);

·   Payment to Temasek of US $250,000 (of which such payment was acknowledged by Temasek to have been made in March 2010);

·   Issuance of a convertible note for US $250,000 (the “$250,000 Convertible Note”) payable to the order and the direction of Temasek (which was issued on June 25, 2010); and

·   Issuance of a convertible note for US $3,250,000 (the “$3,250,000 Convertible Note” and, collectively with the $250,000 Convertible Note, the "Convertible Notes") payable to the order and the direction of Temasek (which was issued on June 25, 2010).

The $250,000 Convertible Note has a term of ninety days and accrues interest at a rate of 12% per annum.  Both principle and interest under the $250,000 Convertible Note are to be paid upon maturity.  

The $3,250,000 Convertible Note has a term of three years and accrues interest at a rate of 12% per annum.  Interest is payable annually and the principal is to be paid upon maturity.  

Any interest and principal due under either of the Convertible Notes is convertible (at Temasek's option) into units which consist of one (1) share of the Company's common stock and one (1) warrant to purchase one (1) share of the Company's common stock at an exercise price of $0.50 per share.  The conversion price per unit is fixed at $0.25 per unit.

As of the date we were required to fulfill the Option Requirements under Amendment No. 3, we did not issue the 6,000,000 shares of our common stock required to exercise the third and fourth twenty-five percent options within the time periods set forth in the Option Agreement.  As a result, the options to acquire the third and fourth twenty-five percent options lapsed as of July 5, 2010.  We are considering our options and may seek to enter into negotiations with Temasek in order to further amend the Option Agreement in order to revive the third and fourth twenty-five percent options.  There can be no assurance that we will be successful in amending the Option Agreement or securing the necessary funding to exercise the third or fourth twenty-five percent options should we be successful in reviving these options.  In the event that we are unable to enter into another amendment to the Option Agreement, our ownership interest in the Mineral Rights would be limited to our fifty percent interest, we would be without the ability to acquire the third and fourth twenty-five percent options to acquire an aggregate seventy-five and one hundred percent interest in the Mineral Rights, respectively, and not be entitled to recover the $250,000 previously paid to Temasek and the 5,000,000 shares of our common stock, $250,000 Convertible Note and $3,250,000 Convertible Note previously issued to Temasek as partial consideration for the exercise of the third twenty-five percent option.  

Were we 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.

- 7 - -

If we fail to acquire a one hundred percent interest in the Mineral Rights after having acquired a fifty percent interest in the Mineral Rights, the Option Agreement provides that we and Temasek will form a joint venture for the purpose of placing the Peru Property into commercial production.  As of the filing date of this report, we have not entered into a joint venture with Temasek.  Upon our entry into a joint venture with Temasek, out 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

Our plans are to set up an exploration base in the town of Saramiriza, which is located in the center of the Manseriche alluvial camp on the western bank of the Marañón.

Provided we are successful in securing additional financing, we intend to conduct a seismic survey along selected lines across the Marañón 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 be 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.

Our plans include collecting 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.  If we are able to secure sufficient additional financing, we anticipate that we will commence shortly thereafter the mapping and geophysics with the initial drilling to follow.

Our current cash on hand is insufficient to complete any of the activities set forth in our planned exploration program.  We have postponed the commencement of our exploration and development program until such time that we are able to secure sufficient financing.  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	25
Geophysics – Seismic	50
DRILLING
Churn Drilling	200

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TECHNICAL SERVICES
Consultants	90
Personnel	100
CAMP AND FIELD EXPENSES
Camp	100
Field	75
TRANSPORT AND LOGISTICS
Air Transport	90
Water Transport	40
Ground Transport	25
EQUIPMENT & PERMITTING	55
COMMUNITY OUTREACH	25
ADMINISTRATION NEW BUSINESS	75
TOTAL	1,015

We also, as part of 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, 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 deposit, 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

Revenues

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

Operating Expenses

We reported operating expenses in the amount of $125,915 for the three months ended June 30, 2010, compared to operating expenses of $197,814 for the three months ended June 30, 2009.   We reported operating expenses in the amount of $233,234 for the six month period ended June 30, 2010, compared to operating expenses of $610,449 for the six month period ended June 30, 2009.  Operating expenses were significantly lower for the three and six months ended June 30, 2010, as compared to the three and six months ended June 30, 2009, as a result of management scaling back our operations due to limited resources during the reporting period.  Scaling back our operations resulted in decreased professional fees and management and consulting fees and no expenditures relating to mineral property acquisition or exploration activities during the reporting period.

We did not incur any property exploration expenditures during the three or six months ended June 30, 2010.  We did not incur any property exploration expenditures during the three months ended June 30, 2009 and $136,057 for the six month ended June 2009.

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We incurred professional fees of $22,787 for the three months ended June 30, 2010, compared to $72,551 for the three months ended June 30, 2009.  We incurred professional fees of $44,447 for the three months ended June 30, 2010, compared to $102,040 for the three months ended June 30, 2009.

We incurred consulting and management fees of $84,450 for the three months ended June 30, 2010, compared to $113,842 for the three months ended June 30, 2009.  We incurred consulting and management fees of $132,226 for the six month period ended June 30, 2010, compared to $271,547 for the six month period ended June 30, 2009.   

We anticipate that our expenditures will increase if we are able to secure sufficient financing to be able to recommence our exploration and development program.

Other Items

We reported foreign exchange loss of $1,418 for the three months ended June 30, 2010, as compared to $1,250 for the three months ended June 30, 2009.  We reported foreign exchange gain of $3,075 for the six months ended June 30, 2010, as compared to a foreign exchange loss of $1,213 for the six months ended June 30, 2009.

Net (Income) Loss

We had net loss of $127,333 for the three months ended June 30, 2010, as compared to a net loss of $199,064 for the three months ended June 30, 2009.  We had net loss of $219,502 for the six month period ended June 30, 2010, as compared to a net loss of $611,662 for the six month period ended June 30, 2009.  The decrease in our net loss was attributable to decreased expenses from scaling back of our operations.

Liquidity and Capital Resources

At June 30, 2010, we had cash and cash equivalents of $56,381, compared to $4,214 at December 31, 2009, and a working capital deficit of $509,029, compared to working capital deficit of $808,681 at December 31, 2009.  Our proposed plan of exploration anticipates that we will incur exploration related expenditures of $1,015,000 over the next twelve months.  We anticipate spending approximately $70,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $840,000 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 continue our plan of operations during and beyond the next twelve months. We believe that debt financing will not be an alternative for funding additional phases of exploration as we 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.

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.

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Cash Used in Operating Activities

Operating activities in the six months ended June 30, 2010 and 2009 used cash of $722,833 and $350,796, respectively, which reflect our recurring operating losses.  A decrease in our accounts payable and accrued liabilities of $508,467 and losses of $219,502 were the primary reason for our negative operating cash flow.

Cash Used in Investing Activities

For the six month period ended June 30, 2010, we used $1,000,000 in investing activities, as compared to $250,000 used in investing activities during the six months ended June 30, 2009. 

Cash from Financing Activities

As we have had no revenues since inception, we have financed our operations primarily by using existing capital reserves and through private placements of our stock.  Net cash flows provided by financing activities for the six months ended June 30, 2010 was $1,775,000, all of which was received as proceeds from the issuance of shares of our common stock and common stock purchase warrants.  Net cash flows provided by financing activities for the six months ended June 30, 2009 was $117,082, all of which was also received from subscriptions for shares of our common stock.

Off Balance Sheet Arrangements

We do not have any off-balance sheet debt nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have material current or future effects on financial conditions, changes in the financial conditions, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses.

Going Concern

We have incurred net losses for the period from inception on September 5, 1997 to June 30, 2010 of $9,933,706 and have no source of revenue.  The continuity of our future operations is dependent on our ability to obtain financing and upon future acquisition, exploration and development of profitable operations from our mineral properties.  These conditions raise substantial doubt about our ability to continue as a going concern.

Significant Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis.  The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Principles of consolidation

All inter-company balances and transactions have been eliminated in these interim consolidated financial statements.

Cash and cash equivalents

We consider all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at June 30, 2010, we had cash and cash equivalents in the amount of $56,381 (December 31, 2009 – $4,214).

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Website and software development costs

We recognize the costs incurred in the development of our website in accordance with ASC 350-50, “Website Development Costs”.  Accordingly, direct costs incurred during the application stage of development are capitalized and amortized over the estimated useful life of three years on a straight line basis.  Fees incurred for website hosting are expensed over the period of the benefit.  Costs of operating a website are expensed as incurred.

Property and equipment

Furniture, computer equipment, office equipment and computer software are carried at cost and are amortized over their estimated useful lives as follows:

Furniture, computer and office equipment	30	%
Computer software	100	%

The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company.

Segments of an enterprise and related information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information  about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public.  It also establishes standards for disclosures regarding products and services, geographic areas and major customers.  ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.  We have evaluated this Codification and does not believe it is applicable at this time.

Mineral property costs

Mineral property acquisition costs are initially capitalized as tangible assets when purchased.  At the end of each fiscal quarter end, we assess the carrying costs for impairment.  If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these consolidated financial statements, we have not established any proven or probable reserves on our mineral properties and incurred only acquisition and exploration costs.

Although we have taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee our  title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

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Environmental costs

Environmental expenditures that are related to current operations are charged to operations or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or our commitments to a plan of action based on the then known facts.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As at June 30, 2010, we have no items that represent a comprehensive loss and, therefore, have not included a schedule of comprehensive loss in the consolidated financial statements.

Foreign currency translation

Our functional and reporting currency is U.S. dollars.  The consolidated financial statements of the Company are translated to U.S. dollars in accordance with ASC 830, “Foreign Currency Matters.”  Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.  We have not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Stock-based compensation

Effective January 1, 2006, we adopted the provisions of ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services.  Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant).  We adopted ASC 718 using the modified prospective method, which requires us to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.  Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation.   Adoption of ASC 718 does not change the way we account for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

Basic and diluted net income (loss) per share

We compute net income (loss) per share in accordance with ASC 260, “Earnings per Share”.  ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement.  Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.  In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive.

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Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  We provide for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Long-lived assets impairment

Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.  Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges).  If impairment is deemed to exist, the assets will be written down to fair value.  Fair value is generally determined using a discounted cash flow analysis.

Asset retirement obligations

We have adopted ASC 410, “Assets Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred.  ASC 410 requires us to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets.  The liability will be accreted and the asset will be depreciated over the life of the related assets.  Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made.  As at June 30, 2010, we do not have any asset retirement obligations.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Financial instruments

The carrying value of cash and cash equivalents and accounts payable approximates their fair value because of the short maturity of these instruments.  Our operations are in Peru and Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates.  Our financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, we do not use derivative instruments to reduce its exposure to foreign currency risk.

The Accounting Standards Codification

We have adopted the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principle – a replacement of FASB Statement No. 162”.  The Codification reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setter into a single source of authoritative accounting principles arranged by topic.  The Codification supersedes all existing U.S. accounting standards; all other accounting literature not included in the Codification (other than Securities and Exchange Commission guidance for publicly-traded companies) is considered non-authoritative.  The adoption of the Codification changed our references to GAAP accounting standards but did not impact our results of operations, financial position or liquidity.

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Convertible debt

We have adopted the new guidance for accounting for convertible debt instruments that may be settled in cash.  The new guidance, which is now part of ASC 470-20, “Debt with Conversion and Other Options” requires the liability and equity components to be separately accounted for in a manner that will reflect the entity’s nonconvertible debt borrowing rate.  We will allocate a portion of the proceeds received from the issuance of convertible notes between a liability and equity component by determining the fair value of the liability component using our nonconvertible debt borrowing rate.  The difference between the proceeds of the notes and the fair value of the liability component will be recorded as a discount on the debt with a corresponding offset to paid-in capital.  The resulting discount will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes using the effective interest rate method.  The new guidance was to be applied retrospectively to all periods presented upon those fiscal years.  The adoption of this guidance did not have a material impact on our interim consolidated financial statements.

Changes in Accounting Policies

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”.  SFAS No. 167, which amends ASC 810-10, “Consolidation”, prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (“VIE”) and eliminates the quantitative model.  The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE.  SFAS No. 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE.  A company that holds a controlling financial interest is deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE.  SFAS No. 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  SFAS No. 167 is effective January 1, 2010. The adoption of SFAS No. 167 did not have a material impact on our interim consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfer of Financial Assets – an amendment of FASB Statement”.  SFAS No. 166 removes the concept of a qualifying special-purpose entity from ASC 860-10, “Transfers and Servicing”, and removes the exception from applying ASC 810-10, “Consolidation”. This statements also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale acconting.  SFAS No. 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  This statement is effective January 1, 2010.  The adoption of SFAS No. 166 did not have a material impact on our interim consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Fair Value Measurement and Disclosure (Topic 820) – Measuring Liabilities at Fair Value”, which provides valuation techniques to measure fair value in circumstances in which a quoted price in an active market for the identical liability is not available.  The guidance provided in this update is effective January 1, 2010.  The adoption of this guidance did not have a material impact on our interim consolidated financial statements.

On January 1, 2010, we adopted ASU No. 2010-01, “Equity (ASC Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash”, which clarifies that the stock portion of a distribution to shareholders that allow them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and ASC Topic 260. The adoption of the ASU No. 2010-01 did not have a material impact on our interim consolidated financial statements.

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On January 1, 2010, we adopted ASU No. 2010-02, “Accounting and Reporting for Decreases in Ownership of a Subsidiary- a Scope Clarification”.  ASU No. 2010-02 addresses implementation issues related to the changes in ownership provisions in the Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB ASC, originally issued as SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary.  An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary.  Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value.  The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated.  In contrast, an entity is required to account for a decrease in ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of ASU No. 2010-02 did not have a material impact on the our interim consolidated financial statements.

Recent accounting pronouncements

              In February 2010, the FASB issued ASU No. 2010-11, “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives”. ASU No. 2010-11 clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Specifically, only one form of embedded credit derivative qualifies for the exemption – one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in ASU No. 2010-11 are effective for each reporting entity at the beginning of its first fiscal quarter beginning after 15 June 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after March 5, 2010. The adoption of ASC No. 2010-11 is not expected to have a material impact our interim consolidated financial statements.

In February 2010, the  FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events.  ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010.  The adoption of ASC No. 2010-06 is not expected to have a material impact on our consolidated financial statements.

In January 2010, the FASB issued ASC No. 2010-06, “Fair Value Measurement and Disclosures (Topic 820): Improving Disclosure and Fair Value Measurements”, which requires that purchases, sales, issuances, and settlements for Level 3 measurements be disclosed.  ASC No. 2010-06 is effective for its fiscal quarter beginning after December 15, 2010.  The adoption of ASC No. 2010-06 is not expected to have a material impact on our consolidated financial statements.

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Item 3.        Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T.      Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2010.  This evaluation was carried out under the supervision and with the participation of our former Chief Executive Officer and former Chief Financial Officer, Mr. Kenneth Phillippe.  Based upon that evaluation, our former Chief Executive Officer and former Chief Financial Officer concluded that, as of June 30, 2010, our disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2010 that have materially affected or are reasonably likely to materially affect such controls.

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PART II – OTHER INFORMATION

Item 1.         Legal Proceedings.

We are not a party to any pending legal proceeding.  We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of five percent or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A.       Risk Factors.

Not Applicable.

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds.

On June 25, 2010, we issued to Temasek a convertible note for US $250,000 (the “$250,000 Convertible Note”) and a convertible note for US $3,250,000 (the “$3,250,000 Convertible Note” and, collectively with the $250,000 Convertible Note, the "Convertible Notes") as part of the consideration required for the exercise of the third and fourth twenty-five percent options pursuant to the Mineral Rights Option Agreement, dated September 18, 2008, which was amended and supplemented by Amendment No. 1, dated May 12, 2009, Amendment No. 2, dated February 3, 2010, and Amendment No. 3, dated June 25, 2010.  The $250,000 Convertible Note has a term of ninety days and accrues interest at a rate of 12% per annum.  Both principle and interest under the $250,000 Convertible Note are to be paid upon maturity.  The $3,250,000 Convertible Note has a term of three years and accrues interest at a rate of 12% per annum.  Interest is payable annually and the principal is to be paid upon maturity.  Any interest and principal due under either of the Convertible Notes is convertible (at Temasek's option) into units which consist of one (1) share of the Company's common stock and one (1) warrant to purchase one (1) share of the Company's common stock at an exercise price of $0.50 per share.  The conversion price per unit is fixed at $0.25 per unit.  These securities were issued in a private transaction and issued in reliance on the exemption provided by Section 4(2) of the Securities Act.  We did not engage in any general solicitation or advertising in relation to the issuance of these Convertible Notes to Temasek.  

Item 3.            Defaults upon Senior Securities.

None.

Item 4.            (Removed and Reserved).

Item 5.            Other Information.

None.

Item 6.              Exhibits.

See the Exhibit Index following the signatures page of this report, which is incorporated herein by reference.

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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, thereunto duly authorized.

	Amazon Goldsands Ltd.
Date:   August 20, 2010	By: /s/ Robert Van Tassell                                                Robert Van Tassell Title:Chief Executive Officer
Date:   August 20, 2010	By: /s/ Tony Langford                                                         Tony Langford Title:Chief Financial Officer

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AMAZON GOLDSANDS LTD.

(the “Registrant”)

(Commission File No. 000-51203)

Exhibit Index

to

Quarterly Report on Form 10-Q

for the Quarter Ended June 30, 2010

Exhibit No.	Description	Incorporated Herein by Reference to	Filed Herewith
3.1	Articles of Incorporation	Exhibit 3.1 to the Company’s Form 10 Registration Statement (SEC File No. 000-51203)
3.2	Certificate of Amendment to Articles of Incorporation, evidencing name change to "FinMetal Mining Ltd."	Exhibit 3.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.
3.3	Certificate of Change Pursuant to NRS 78.209	Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 27, 2008
3.4	Amended and Restated By-laws of the Company	Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 2, 2008
10.1	Mineral Right Option Agreement between the Company and Temasek Investments Inc.	Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 22, 2008
10.2	Amendment to Mineral Right Option Agreement between the Company and Temasek Investments, Inc.	Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2009.
10.3	Second Amendment to Mineral Right Option Agreement, dated February 3, 2010	Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 3, 2010
10.4	Third Amendment to Mineral Right Option Agreement, dated June 25, 2010	Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 30, 2010
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

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