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: April 2, 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 5. Sales of Equity Securities Pursuant to Regulation S. On February 28, 1997, the Company sold an aggregate of 400,000 shares of its Common Stock to one foreign company for an aggregate of $1,000,000. The Company paid $100,000 in commissions, including third pary costs, on the transaction. The shares were issued to an entity that is not a "U.S. person" 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: April 2, 1997