SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 12, 1997 QUEEN SAND RESOURCES, INC. (Exact name of registrant as specified in charter) Delaware 0-21179 75-2615565 Jurisdiction of Commission File I.R.S. Employer Incorporation Number Identification Number 3500 Oak Lawn, Suite 380, LB#31, Dallas, TX 75219-4398 (Address of principal executive offices) Registrant's telephone number: (214) 521-9959 Item 9. Sales of Equity Securities Pursuant to Regulation S. On January 29, 1997, the Company sold an aggregate of 660,000 shares of its Common Stock to two foreign companies for an aggregate of $1,650,000. The Company paid $165,000 in commissions, including third party costs, on the transaction. The shares were issued to two entities that are not "U.S. persons" as that term is defined under Regulation S and were issued pursuant to the exemption from registration provided by Regulation S. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUEEN SAND RESOURCES, INC. By: /s/EDWARD J. MUNDEN ----------------------- Edward J. Munden, President Dated: February 12, 1997