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 1934For
      the quarterly period ended September 30,
      2008 ̈
              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)
            (IRS
      Employer Identification No.)





200 S. Virginia, 8th
      Floor, Reno, Nevada 89501(Address
      of principal executive offices)(775)
      398-3005(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 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 November 7, 2008Common
      Stock, $0.00001 par value
            
            4,191,159







Table of Contents


FORM
      10-Q
              AMAZON
      GOLDSANDS LTD.
              SEPTEMBER
      30, 2008
              
              TABLE OF CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem
      1.
            Financial Statements.
            3Item
      2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.
            4Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk.
            13Item
      4T.
            Controls and Procedures.
            13PART II – OTHER
      INFORMATIONItem
      1.
            Legal Proceedings.
            15Item
      1A.
            Risk Factors.
            15Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds.
            15Item
      3.
            Defaults Upon Senior Securities.
            15Item
      4.
            Submission of Matters to a Vote of Security
      Holders.
            15Item
      5.
            Other Information.
            15Item
      6.
            Exhibits.
            15SignaturesExhibitsCertifications







- 2
-
 Table of Contents


PART
I - FINANCIAL INFORMATION





Item
1.                         Financial
Statements





Our
      unaudited consolidated financial statements included in this Form 10-Q are
      as follows:F-1
            Unaudited
      Consolidated Balance Sheet as of September 30, 2008.F-2
            Unaudited
      Consolidated Statements of Operations for the three and nine months ended
      September 30, 2008 and 2007 and from inception on September 5, 1997 to
      September 30, 2008.F-3
            Unaudited
      Consolidated Statement of Changes in Stockholders' Equity from
      inception on September 5, 1997 to September 30, 2008.F-4
            Unaudited
      Consolidated Statements of Cash Flows for the nine months ended September
      30, 2008 and 2007 and from inception on September 5, 1997 to September 30,
      2008.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 September 30, 2008 are not necessarily
indicative of the results that can be expected for the full year.









- 3
-
 Table of Contents


AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)





INTERIM
CONSOLIDATED BALANCE SHEETS
 (Unaudited
– Prepared by Management)


September
      30,
            
            
            December
      31,As
      at
            
            2008
            
            
            2007$
            
            
            
            $ASSETSCurrentCash
      and cash equivalents
            
            
            284,859
            
            
            
            1,957,856Exploration
      program advances
            
            
            -
            
            
            
            87,600Taxes
      recoverable
            
            
            2,465
            
            
            
            19,226Prepaid
      expenses and deposit
            
            
            5,886
            
            
            
            5,723293,210
            
            
            
            2,070,415Mineral
      property interests (Note 4(i))
            
            
            625,000
            
            
            
            -Property
      and equipment, net of accumulated amortization(Note
      4(ii))
            
            
            27,533
            
            
            
            35,214Website
      development cost, net of accumulated amortizationof
      $12,500 (December 31, 2007: $4,167)
            
            
            27,500
            
            
            
            5,833Total
      Assets
            
            
            973,243
            
            
            
            2,111,453LIABILITIESCurrentAccounts
      payable and accrued liabilities
            
            
            30,985
            
            
            
            647,414Amounts
      due to related parties (Note 3)
            
            
            -
            
            
            
            54,365Advances
      payable, non-interest bearing (4)
            
            
            32,889Total
      Liabilities
            
            
            63,874
            
            
            
            701,779STOCKHOLDERS’
      EQUITYCommon
      stock (Note 6)Authorized:
              -5,000,000
      common shares, $0.00001 par valueIssued
      and outstanding:
              -4,191,159
      common shares  (December 31, 2007:  1,722,409 common
      shares)
            
            
            42
            
            
            
            17Additional
      paid-in capital
            
            
            11,694,408
            
            
            
            14,314,965Deferred
      stock based compensation (Note 6)
            
            
            -
            
            
            
            (725,796
            )(Deficit)
      accumulated during the exploration stage
            
            
            (10,785,081
            )
            
            
            (12,179,512
            )Total
      Stockholders’ Equity
            
            
            909,369
            
            
            
            1,409,674Total
      Liabilities and Stockholders’ Equity
            
            
            973,243
            
            
            
            2,111,453





NOTE
1 – INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS


NOTE
8 – COMMITMENTS


NOTE
11 – SUBSEQUENT EVENT


See
accompanying Notes to the Consolidated Financial Statements


F -
1
 Table of Contents




AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited
– Prepared by Management)
 CumulativeFromInception
      onSeptember
      5,Fiscal
      quarter ended
                
                Nine
      months ended
                
                1997
      toSeptember 30,
                
                September 30,
                
                September
      30,2008
                
                2007
                
                2008
                
                2007
                
                2008GENERAL
      AND ADMINISTRATIVE EXPENSES
                $
                
                $
                
                $
                
                $
                
                $Amortization
      – property and equipment
                
                2,466
                
                2,171
                
                9,208
                
                6,514
                
                19,076Amortization
      – website development costs
                
                3,333
                
                833
                
                8,333
                
                2,500
                
                12,500Bank
      charges
                
                759
                
                605
                
                2,265
                
                1,854
                
                7,508Consulting
      and management
                  fees
      (recovery) (Note 6)
                
                142,803
                
                1,468,634
                
                (2,244,105)
                
                4,159,527
                
                4,365,353Foreign
      exchange (gain) loss
                
                4,926
                
                (4,639)
                
                (2,878)
                
                (4,698)
                
                15,880Investor
      communication and promotion
                
                81,786
                
                78,405
                
                161,986
                
                237,318
                
                467,906Office
      and administrative
                
                2,603
                
                6,324
                
                34,365
                
                17,166
                
                109,547Professional
      fees
                
                46,272
                
                32,700
                
                155,184
                
                121,620
                
                380,303Rent
                
                2,737
                
                3,583
                
                15,807
                
                11,661
                
                39,417Telephone
                
                544
                
                6,747
                
                17,257
                
                26,158
                
                52,383Transfer
      agent and filing fees
                
                380
                
                1,194
                
                3,298
                
                12,306
                
                35,556Travel
      and accommodation
                
                -
                
                30,452
                
                83,813
                
                190,765
                
                355,372Website
      maintenance
                
                4,500
                
                4,500
                
                13,500
                
                13,500
                
                34,500Mineral
      property acquisition and exploration expenditures
                
                (9,360)
                
                130,132
                
                351,170
                
                1,360,184
                
                5,013,692283,748
                
                1,761,641
                
                (1,390,797)
                
                6,156,375
                
                10,908,993OTHER
      INCOME AND (EXPENSES)Forgiveness
      of debt
                
                -
                
                -
                
                -
                
                -
                
                24,000Gain
      on sale of oil and gas property
                
                -
                
                -
                
                -
                
                -
                
                10,745Interest
      income
                
                803
                
                28,022
                
                9,148
                
                61,905
                
                102,199Recovery
      of expenses
                
                -
                
                -
                
                -
                
                -
                
                4,982Write-down
      of incorporation cost
                
                -
                
                -
                
                -
                
                -
                
                (12,500)Write-down
      of assets
                
                (5,514)
                
                
                
                (5,514)
                
                
                
                (5,514)NET
      (INCOME) LOSS
                $
                288,459
                $
                1,733,619
                $
                (1,394,431)
                $
                6,094,4700
                $
                10,785,081Net
      income (loss) per share
                $
                (0.16)
                $
                (0.95)
                $
                0.80
                $
                $  (3.50)Weighted
      average shares outstanding
                
                1,799,855
                
                1,819,909
                
                1,740,037
                
                1,742,028See
      accompanying Notes to the Financial
Statements
 F -
2
 Table of Contents
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 (Unaudited
– Prepared by Management)
 
 From
Inception (September 5, 1997) to September 30, 2008:
 Common
                    Shares
                  
                  
                  Stock
                    Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Deferred
                    Stock
      Based
                    Compensation
                  
                  
                  Deficit
                    Accumulated
                    During
                    The
                    Exploration
                    Stage
                  
                  
                  Total
                    Stockholders’
                    Equity
                    (Deficiency)$
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $Balance,
      September 5, 1997
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Issuance
      of common shares for cash at $0.25 per share on September 28,
      1997
                  
                  
                  4,000
                  
                  
                  
                  1
                  
                  
                  
                  999
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net
      loss for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,522
                  )
                  
                  
                  (2,522
                  )Balance,
      September 30, 1997
                  
                  
                  4,000
                  
                  
                  
                  1
                  
                  
                  
                  999
                  
                  
                  
                  -
                  
                  
                  
                  (2,522
                  )
                  
                  
                  (1,522
                  )Issuance
      of common shares on acquisition of oil and gas property in New Zealand at
      $25 per share on June 25, 1998
                  
                  
                  400
                  
                  
                  
                  -
                  
                  
                  
                  10,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Issuance
      of common shares for cash at $0.25 per share on July 8,
    1998
                  
                  
                  4,000
                  
                  
                  
                  1
                  
                  
                  
                  999
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,246
                  )
                  
                  
                  (1,246
                  )Balance,
      September 30, 1998
                  
                  
                  8,400
                  
                  
                  
                  2
                  
                  
                  
                  11,998
                  
                  
                  
                  -
                  
                  
                  
                  (3,768
                  )
                  
                  
                  8,232Issuance
      of common shares for cash at $25 per share on November 20,
      1998
                  
                  
                  4,000
                  
                  
                  
                  1
                  
                  
                  
                  99,999
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000Repurchase
      of common shares for cash at $0.25 per share on November 28,
      1998
                  
                  
                  (4,000
                  )
                  
                  
                  (1
                  )
                  
                  
                  (999
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,569
                  )
                  
                  
                  (9,569
                  )Balance,
      September 30, 1999
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (13,337
                  )
                  
                  
                  97,663Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (34,290
                  )
                  
                  
                  (34,290
                  )Balance,
      September 30, 2000
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (47,627
                  )
                  
                  
                  63,373
 
 See
accompanying Notes to the Consolidated Financial Statements
  F -
3
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 (Unaudited
– Prepared by Management)
 
 From
Inception (September 5, 1997) to September 30, 2008:
 Common
                    Shares
                  
                  
                  Stock
                    Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Deferred
                    Stock
      Based
                    Compensation
                  
                  
                  Deficit
                    Accumulated
                    During
                    The
                    Exploration
                    Stage
                  
                  
                  Total
                    Stockholders’
                    Equity
                    (Deficiency)$
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $Balance,
      September 30, 2000
                    (carried
      forward)
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (47,627
                  )
                  
                  
                  63,373Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (14,296
                  )
                  
                  
                  (14,296
                  )Balance,
      September 30, 2001
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (61,923
                  )
                  
                  
                  49,077Net
      income for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,954
                  
                  
                  
                  10,954Balance,
      September 30, 2002
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (50,969
                  )
                  
                  
                  60,031Net
      income for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,387
                  
                  
                  
                  2,387Balance,
      September 30, 2003
                  
                  
                  8,400
                  
                  
                  
                  1
                  
                  
                  
                  110,999
                  
                  
                  
                  -
                  
                  
                  
                  (48,582
                  )
                  
                  
                  62,418Issuance
      of common shares for cash at $1.50 per share and services at $6 per share
      on April 2, 2004
                  
                  
                  8,476
                  
                  
                  
                  1
                  
                  
                  
                  62,699
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  62,700Donated
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (64,175
                  )
                  
                  
                  (64,175
                  )Balance,
      September 30, 2004
                  
                  
                  16,876
                  
                  
                  
                  1
                  
                  
                  
                  178,699
                  
                  
                  
                  -
                  
                  
                  
                  (112,757
                  )
                  
                  
                  65,943Donated
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (7,750
                  )
                  
                  
                  (7,750
                  )Balance,
      December 31, 2004
                  
                  
                  16,876
                  
                  
                  
                  1
                  
                  
                  
                  181,699
                  
                  
                  
                  -
                  
                  
                  
                  (120,507
                  )
                  
                  
                  61,193
 
 See
accompanying Notes to the Consolidated Financial Statements
 F -
4
 Table of Contents
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 (Unaudited
– Prepared by Management)
 
 From
Inception (September 5, 1997) to September 30, 2008:
 Common
                    Shares
                  
                  
                  Stock
                    Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Deferred
                    Stock
      Based
                    Compensation
                  
                  
                  Deficit
                    Accumulated
                    During
                    The
                    Exploration
                    Stage
                  
                  
                  Total
                    Stockholders’
                    Equity
                    (Deficiency)$
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $Balance,
      December 31, 2004
                    (carried
      forward)
                  
                  
                  16,876
                  
                  
                  
                  1
                  
                  
                  
                  181,699
                  
                  
                  
                  -
                  
                  
                  
                  (120,507
                  )
                  
                  
                  61,193Repurchase
      of common stock for cash at $ 0.25 per share on March 3,
    2005
                  
                  
                  (4,000
                  )
                  
                  
                  (1
                  )
                  
                  
                  (999
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Donated
      Capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,200Net
      loss for year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (40,652
                  )
                  
                  
                  (40,652
                  )Balance,
      December 31, 2005
                  
                  
                  12,876
                  
                  
                  
                  1
                  
                  
                  
                  188,892
                  
                  
                  
                  -
                  
                  
                  
                  (161,159
                  )
                  
                  
                  27,741Issue
      of common stock for
                    cash
      at $0.125 per share
                    on
      April 7, 2006
                  
                  
                  1,200,000
                  
                  
                  
                  12
                  
                  
                  
                  149,988
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  150,000Cancellation
      of shares on September 6, 2006
                  
                  
                  (8,467
                  )
                  
                  
                  (1
                  )
                  
                  
                  1
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Issue
      of common stock on purchase of Finmetal Mining Oy at a deemed value of
      $25.60 per share on November 27, 2006
                  
                  
                  50,000
                  
                  
                  
                  1
                  
                  
                  
                  1,279,999
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,280,000Stock
      grant issued as stock based compensation at a deemed value of $24.80 per
      share on November 30, 2006
                  
                  
                  97,500
                  
                  
                  
                  1
                  
                  
                  
                  2,417,999
                  
                  
                  
                  (2,321,280
                  )
                  
                  
                  -
                  
                  
                  
                  96,720Issue
      of 254,500 common shares for cash at $10 per share and 25,450 common
      shares as a finder’s fee on December 7, 2006
                  
                  
                  279,950
                  
                  
                  
                  3
                  
                  
                  
                  2,544,997
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,545,000Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,506,896
                  )
                  
                  
                  (2,506,896
                  )Balance,
      December 31, 2006
                  
                  
                  1,631,859
                  
                  
                  
                  17
                  
                  
                  
                  6,581,883
                  
                  
                  
                  (2,321,280
                  )
                  
                  
                  (2,668,055
                  )
                  
                  
                  1,592,565
 
 See
accompanying Notes to the Consolidated Financial Statements
  F -
5
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 (Unaudited
– Prepared by Management)
 
 From
Inception (September 5, 1997) to September 30, 2008:
 Common
                    Shares
                  
                  
                  Stock
                    Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Deferred
                    Stock
      Based
                    Compensation
                  
                  
                  Deficit
                    Accumulated
                    During
                    The
                    Exploration
                    Stage
                  
                  
                  Total
                    Stockholders’
                    Equity
                    (Deficiency)$
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $Balance,
      December 31, 2006
                    (carried
      forward)
                  
                  
                  1,631,859
                  
                  
                  
                  17
                  
                  
                  
                  6,581,883
                  
                  
                  
                  (2,321,280
                  )
                  
                  
                  (2,668,055
                  )
                  
                  
                  1,592,565Issue
      of 121,800 common shares for cash at $25 per unit on April 17, 2007, net
      of finder’s fees of $312,896
                  
                  
                  121,800
                  
                  
                  
                  1
                  
                  
                  
                  2,732,128
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,732,129Issue
      of 8,358 warrants as a  finder’s fee on April 17, 2007 pursuant
      to an unit offering
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,421
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,421Stock
      grant issued as stock based compensation at a deemed value of $29 per
      share on April 17, 2007 (Note 6)
                  
                  
                  46,250
                  
                  
                  
                  1
                  
                  
                  
                  1,341,249
                  
                  
                  
                  (1,341,250
                  )
                  
                  
                  -
                  
                  
                  
                  -Issue
      of 20,000 common shares as a finder’s fee for mineral interests at a
      deemed value of $26.80 on May 4, 2007 (Note 4(i))
                  
                  
                  20,000
                  
                  
                  
                  1
                  
                  
                  
                  535,999
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  536,000Stock
      based compensation on granting of stock options and stock (Note
      6)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,023,282
                  
                  
                  
                  2,936,734
                  
                  
                  
                  -
                  
                  
                  
                  5,960,016Cancellation
      of  stock awards (Note  6)
                  
                  
                  (97,500
                  )
                  
                  
                  (1
                  )
                  
                  
                  1
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss for the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,511,457
                  )
                  
                  
                  (9,511,457
                  )Balance,
      December 31, 2007
                  
                  
                  1,722,409
                  
                  
                  
                  18
                  
                  
                  
                  14,314,964
                  
                  
                  
                  (725,796
                  )
                  
                  
                  (12,179,512
                  )
                  
                  
                  1,409,674
 
 See
accompanying Notes to the Consolidated Financial Statements
  F -
6
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
 (Unaudited
– Prepared by Management)
 
 From
Inception (September 5, 1997) to September 30, 2008:
 Common
                    Shares
                  
                  
                  Stock
                    Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Deferred
                    Stock
      Based
                    Compensation
                  
                  
                  Deficit
                    Accumulated
                    During
                    The
                    Exploration
                    Stage
                  
                  
                  Total
                    Stockholders’
                    Equity
                    (Deficiency)$
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $
                  
                  
                  
                  $Balance,
      December 31, 2007
                    (carried
      forward)
                  
                  
                  1,722,409
                  
                  
                  
                  18
                  
                  
                  
                  14,314,964
                  
                  
                  
                  (725,796
                  )
                  
                  
                  (12,179,512
                  )
                  
                  
                  1,409,674Stock
      based compensation on stock grants (Note 6)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  725,796
                  
                  
                  
                  
                  
                  
                  
                  725,796Cancellation
      of  stock awards (Note 6)
                  
                  
                  (31,250
                  )
                  
                  
                  (1
                  )
                  
                  
                  1
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cancellation
      and expiration of stock options (Note 6)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,245,532
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,245,532
                  )Issuance
      of common shares on acquisition of mineral rights option in Peru
      at  $0.25 per share on September 24, 2008
                  
                  
                  2,500,000
                  
                  
                  
                  25
                  
                  
                  
                  624,975
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  625,000Net
      income for the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,394,431
                  
                  
                  
                  1,394,431Balance,
      September 30, 2008
                  
                  
                  4,191,159
                  
                  
                  
                  42
                  
                  
                  
                  11,069,433
                  
                  
                  
                  -
                  
                  
                  
                  (10,785,081
                  )
                  
                  
                  905,369
 
 See
accompanying Notes to the Consolidated Financial Statements
  F -
7
 Table of Contents
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM  CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Unaudited
– Prepared by Management)
 Cumulative
      fromNine
                  
                  
                  Nine
                  
                  
                  Inception
                    (September
      5, 1997)Months
      Ended
                  
                  
                  Months
      Ended
                  
                  
                  ThroughSeptember
      30,
                  
                  
                  September
      30,
                  
                  
                  September
      30,2008
                  
                  
                  2007
                  
                  
                  2008$
                  
                  
                  
                  $
                  
                  
                  
                  $OPERATING
      ACTIVITIES:Net
      income ( loss) from operations
                  
                  
                  1,394,431
                  
                  
                  
                  (6,094,470
                  )
                  
                  
                  (10,785,081
                  )Items
      not requiring cash outlay:-
      Consulting fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  40,200-
      Forgiveness of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (24,000
                  )-
      Gain on sale of oil and gas property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,745
                  )-
      Stock-based compensation
                  
                  
                  (2,519,736
                  )
                  
                  
                  3,901,103
                  
                  
                  
                  3,587,000-
      Amortization of equipment
                  
                  
                  9,208
                  
                  
                  
                  6,514
                  
                  
                  
                  19,076-
      Amortization of website development cost
                  
                  
                  8,333
                  
                  
                  
                  2,500
                  
                  
                  
                  12,500-
      Mineral property acquisition
                  
                  
                  -
                  
                  
                  
                  536,000
                  
                  
                  
                  1,816,000-
      Write-down of assets
                  
                  
                  5,514
                  
                  
                  
                  -
                  
                  
                  
                  5,514Cash
      provided by (used in) changes in operatingAssets
      and liabilities:-  Taxes
      recoverable
                  
                  
                  16,761
                  
                  
                  
                  1,379
                  
                  
                  
                  (2,465
                  )-  Exploration
      program advances
                  
                  
                  87,600
                  
                  
                  
                  (217,868
                  )
                  
                  
                  --  Prepaid
      expenses and deposit
                  
                  
                  (163
                  )
                  
                  
                  53,236
                  
                  
                  
                  (5,886
                  )-  Accounts
      payable and accrued liabilities
                  
                  
                  (616,429
                  )
                  
                  
                  33,490
                  
                  
                  
                  30,985-  Advances
      from related parties
                  
                  
                  (54,365
                  )
                  
                  
                  (36,616
                  )
                  
                  
                  -Net
      cash used in operating activities
                  
                  
                  (1,668,846
                  )
                  
                  
                  (1,814,730
                  )
                  
                  
                  (5,316,902
                  )FINANCING
      ACTIVITIES:Advances
                  
                  
                  32,889
                  
                  
                  
                  -
                  
                  
                  
                  32,889Cost
      of repurchase of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Proceeds
      from issuance of common stock, net
                  
                  
                  -
                  
                  
                  
                  2,832,550
                  
                  
                  
                  5,641,250Net
      cash provided by financing activities
                  
                  
                  32,889
                  
                  
                  
                  2,832,550
                  
                  
                  
                  5,673,139INVESTING
      ACTIVITIES:Proceeds
      from sale of oil and gas property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  46,200Oil
      and gas property acquisitions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,846
                  )Oil
      and gas exploration
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (22,609
                  )Purchase
      of equipment
                  
                  
                  (7,040
                  )
                  
                  
                  (35,406
                  )
                  
                  
                  (52,123
                  )Website
      development costs
                  
                  
                  (30,000
                  )
                  
                  
                  -
                  
                  
                  
                  (40,000
                  )Net
      cash provided used in investing activities
                  
                  
                  (37,040
                  )
                  
                  
                  (35,406
                  )
                  
                  
                  (71,378
                  )INCREASE
      (DECREASE)  IN CASH AND CASH EQUIVALENTS
                  
                  
                  (1,672,997
                  )
                  
                  
                  982,414
                  
                  
                  
                  284,859CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                  
                  
                  1,957,856
                  
                  
                  
                  1,648,814
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                  
                  $
                  284,859
                  
                  
                  $
                  2,631,228
                  
                  
                  $
                  284,859
 
 See
accompanying Notes to the Consolidated Financial Statement
 F -
8
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
 
 INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 (Unaudited
– Prepared by Management)
 
 Cumulative
      fromNine
                  
                  
                  Nine
                  
                  
                  Inception
                    (September
      5, 1997)Months
      Ended
                  
                  
                  Months
      Ended
                  
                  
                  ThroughSeptember
      30,
                  
                  
                  September
      30,
                  
                  
                  September
      30,2008
                  
                  
                  2007
                  
                  
                  2008$
                  
                  
                  
                  $
                  
                  
                  
                  $SUPPLEMENTAL
      CASH FLOWS INFORMATIONInterest
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,906Foreign
      exchange (gain) loss
                  
                  
                  4,926
                  
                  
                  
                  (4,639
                  )
                  
                  
                  15,880SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCINGPurchase
      of oil and gas property for consideration of 400 of the Company’s common
      shares at $25
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Issuance
      of 8,476 common shares for services at $6.00 per share on April 2,
      2004
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000Donated
      consulting services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  16,200On
      September 6, 2006, 8,467 shares were cancelled and returned to the
      un-issued share capital of the Company by a former
director
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2
                  )On
      November 27, 2006 the Company issued 50,000 shares at a deemed price of
      $25.60 per share pursuant to the equity acquisition of 100% of the issued
      common shares of FM OY
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,280,000On
      November 30, 2006 the Company granted 97,500  restricted shares
      at a deemed price of $24.80 per share to officers of the
      company
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,418,000On
      December 7, 2006, the Company issued 25,450 units at a deemed value of $10
      per unit as a finder’s fee related to the private
placement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  254,500On
      April 17, 2007 the Company issued 8,358 warrants exercisable on or before
      April 17, 2008 at an exercise price of $35
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,421On
      May 4, 2007 the Company issued 20,000 common shares at a deemed price of
      $26.80 per share as a finders’ fee pursuant to the acquisition of mineral
      property interests
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  536,000On
      September 26, 2008 the Company issued 2,500,000 common shares at a deemed
      price of $0.25 per share pursuant to the acquisition of mineral rights
      options
                  
                  
                  625,000
                  
                  
                  
                  -
                  
                  
                  
                  625,000
 
 See
accompanying Notes to the Consolidated Financial Statements
  F -
9
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE
1 – INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS
 
 The
Company was incorporated under the laws of the State of Nevada, U.S.A. as
Gondwana Energy, Ltd. (“Gondwana”) on September 5, 1997.  The Company
changed its name from Gondwana to FinMetal Mining  Ltd. on January 23,
2007.  On November 27, 2006, the Company completed the acquisition of
100% of the shares of Finmetal Mining OY (“FM OY”), a company incorporated under
the laws of Finland.  On May 22, 2008 the Company changed its name
from FinMetal Mining Ltd to Amazon Goldsands Ltd..  During the fiscal
year ended December 31, 2006 the Company changed its operational focus from
development of oil and gas properties, to acquisition of, exploration for and
development of mineral properties.  On September 18, 2008 the Company
entered into a Mineral Right Option Agreement, and focused on the acquisition
and development on properties located in Peru. The Company is currently in the
exploration stage.
 
 The Company has incurred a net loss of
$(10,785,081) for the period from inception on September 5, 1997 to September
30, 2008 and has no source of revenue.  The continuity of the
Company’s future operations is dependent upon its ability to obtain financing
and upon future acquisition, exploration and development of profitable
operations from its mineral properties. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern.  The
Company’s management intends to continue relying upon the issuance of equity
securities to finance its operations and exploration and development activities,
however there can be no assurance it will be successful in raising the funds
necessary to maintain operations, or that a self-supporting level of operations
will ever be achieved.  The likely outcome of these future events is
indeterminable.The financial statements do not include
any adjustment to reflect the possible future effect on the recoverability and
classification of the assets or the amounts and classification of liabilities
that may result should the Company cease to continue as a going
concern.
 
 In the
opinion of the Company's management, all adjustments considered necessary for a
fair presentation of these unaudited financial statements have been included and
all such adjustments are of a normal recurring nature. Operating results for the
nine-month period ended September 30, 2008 are not necessarily indicative of the
results that can be expected for the year ended December 31, 2008.
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of presentation and consolidation
 
 The
accounts of the Company and its wholly owned subsidiary, Finmetal Mining OY (“FM
OY”), a company incorporated under the laws of Finland, has been consolidated
effective the date of its acquisition on November 27, 2006.
 
 These
financial statements have been prepared in accordance with United States
generally accepted accounting principles (“US GAAP”).  All significant
inter-company transactions have been eliminated on
consolidation.
  F -
10
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d...)
 
 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 September 30,
2008, the Company has cash and cash equivalents in the amount of $268,314
(December 31, 2007:  $1,947,912) which are over the federally insured
limit.  As at September 30, 2008, the Company has $Nil of cash
equivalents (December 31, 2007: $Nil).
 
 Website
and Software Development Costs
 
 The
Company recognizes the costs incurred in the development of the Company’s
website in accordance with EITF 00-2 “Accounting for Website Development Costs”
and, with the provisions of AICPA Statement of Position No. 98-1, “Accounting
for the Costs of Computer Software Developed or Obtained for Internal
Use”.  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.  Amortization expense is
a total of $8,333 for the nine months ended September 30, 2008 (2007: $2,500)
and cumulatively $12,500.
 
 Property
and Equipment
 
 Furniture
and office and computer equipment is carried at cost and is amortized over its
estimated useful life at rates of 20 to 30% declining balance per
year.  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.
 
 Mineral
Claim Payments and Exploration Expenditures
 
 Mineral
property exploration costs are charged to operations as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02 “Whether Mineral Rights are Tangible or Intangible
Assets”.  The Company assesses the carrying costs for impairment under
SFAS No. 144.   The Emerging Issues Task Force issued EITF 04-3
“Mining Assets: Impairment and Business Combinations”, which requires mining
companies to consider cash flows related to the economic value of mining assets
(including mineral properties and rights) beyond those assets’ proven and
probable reserves, as well as anticipated market price fluctuations, when
testing the mining assets for impairment in accordance with SFAS
144.  The Company is in its early stages of exploration and unable to
allocate proven and probable reserves to its mineral property.  When
it has been determined that a mineral property can be economically developed as
a result of establishing proven and probable reserves, the costs then incurred
to develop such property will be capitalized.  Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.  If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
  F -
11
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d...)
 
 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.
 
 Comprehensive
Income
 
 In
accordance with SFAS 130, “Reporting Comprehensive Income” (“SFAS 130”),
comprehensive income consists of net income and other gains and losses affecting
stockholder’s equity that are excluded from net income, such as unrealized gains
and losses on investments available for sale, foreign currency translation gains
and losses when the Company has a functional currency other than U.S. dollars,
and minimum pension liability. For the nine months ended September 30, 2008 and
2007 the Company’s financial statements include none of the additional elements
that affect comprehensive income. Accordingly, net income and comprehensive
income are identical.
 
 Stock-Based
Compensation
 
 During
the year, the Company adopted SFAS No. 123(revised), “Share-Based Payment”, to
account for its stock options and similar equity instruments
issued.  Accordingly, compensation costs attributable to stock options
or similar equity instruments granted are measured at the fair value at the
grant date, and expensed over the expected vesting
period.  Transactions in which goods or services are received from
non-employees in exchange for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable.
SFAS 123(revised) requires excess tax benefits be reported as a financing cash
inflow rather than as a reduction of taxes paid.
 
 Foreign
Currency Translation
 
 The
Company’s functional currency is U.S. dollars.   Accordingly,
foreign currency balances are translated into US dollars as
follows:
 
 Monetary assets and liabilities are
translated at the year-end exchange rate.
  Non-monetary
assets are translated at the rate of exchange in effect at their acquisition,
unless such assets are carried at market or nominal value, in which case they
are translated at the year-end exchange rate.
  Revenue
and expense items are translated at the average exchange rate for the
year.
 Foreign
exchange gains and losses in the year are included in
operations.
  F -
12
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d...)
 
 Basic
Net Income (Loss) per Share
 
 Basic net
income (loss) per share is computed by dividing net income (loss) available to
common stockholders by the weighted average number of common shares outstanding
during the period.  Diluted net income (loss) per share on the
potential exercise of the equity-based financial instruments is not presented
where anti-dilutive.
 
 Income
taxes
 
 The
Company accounts for income taxes under an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in the Company’s
financial statements or tax returns.  In estimating future tax
consequences, all expected future events other than enactment of changes in the
tax laws or rates are considered.
 
 Due to
the uncertainty regarding the Company’s profitability, the future tax benefits
of its losses have been fully reserved for and no net tax benefit has been
recorded in the financial statements.
 
 Assets
retirement obligations
 
 The
Company has adopted SFAS No 143, Accounting for Assets Retirement 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. SFAS No. 143
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 September 30, 2008 and December 31, 2007, the Company does not have
any asset retirement obligations.
 
 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 SFAS No. 144, Accounting for
the 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.
  F -
13
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d...)
 
 Accounting
for Derivative Instruments and Hedging Activities
 
 The
Financial Accounting Standards Board (“FASB”) issued SFAS No. 133 Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires companies to
recognize all derivatives contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) as a hedging
instrument, the gain or loss is recognized in income in the period of
change.
 
 Historically,
the Company has not entered into derivative contracts either to hedge existing
risks or for speculative purposes.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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
Company’s financial instruments consist of cash, accounts payable and accrued
liabilities and advances payable. The carrying value of these financial
instruments approximates their fair value based on their liquidity or their
short-term nature.
 
 The
Company is not exposed to significant interest, credit or currency risk arising
from these financial instruments due to their short term nature.
 
 Recent
Accounting Pronouncements
  In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning November 1,
2009. The adoption of this statement is not expected to have a material effect
on the Company’s financial statements.
  F -
14
 Table of Contents
  AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES(cont’d...)
 
 Recent Accounting
Pronouncements(cont’d...)
 
  In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company’s fiscal year
beginning November 1, 2009. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (“FAS 161”). FAS
161 changes the disclosure requirements for derivative instruments and hedging
activities. Entities are required to provide enhanced disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash flows.
The guidance in FAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting
principles.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “the Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”.  We do not expect this adoption will
have a material impact on our financial statements.
  F -
15
 Table of Contents
 
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE
3 –DUE TO RELATED PARTIES
 
 The
amounts due to related parties of $nil as at September 30, 2008 (December 31,
2007: $54,365), are due to officers and directors of the Company or companies
related to them, on account ofexpenses paid
on behalf of the Company and services rendered.  They are non-interest
bearing, unsecured and due on demand.
 
 NOTE
4 – PROPERTY AND EQUIPMENT
 
 (i)  Mineral Property:
  The
Temasek Properties
 
 Effective
September 18, 2008 the Company entered into a Mineral Right Option Agreement
with Temasek Investments Inc. ("Temasek"), a company incorporated under the laws
of Panama.  Pursuant to this Agreement, the Company acquired four
separate options from Temasek, each providing for the acquisition of a
twenty-five percent (25%) interest in certain mineral rights in Peru potentially
resulting in the acquisition of 100% of the Mineral Rights.  The
Mineral Rights are owned by Rio Santiago Minerales S.A.C. ("Rio
Santiago").  Beardmore Holdings, Inc. ("Beardmore"), a wholly-owned
subsidiary of Temasek, owns 999 shares of the 1,000 shares of Rio Santiago that
are issued and outstanding.  Temasek owns the single remaining share
of Rio Santiago.  The acquisition of each 25% interest in the Mineral
Rights will occur through the transfer to the Company of 25% of the outstanding
shares of Beardmore.
 
 The
Company may exercise the initial twenty-five percent (25%) option to acquire a
25% interest in the Mineral Rights after fulfilling the following
conditions:
 
 ·
                  paying
      $250,000 (paid subsequent to September 30, 2008) to Temasek on the date
      the Agreement is executed;
 ·
                  issuing
      2,500,000 shares (issued ) of common stock to Temasek within five (5)
      business days from the Effective Date;
and
 ·
                  paying
      an additional $250,000 to Temasek within ninety (90) days of the Effective
      Date.
 
 The
Company may exercise the second twenty-five percent (25%) option resulting in
the acquisition of a 50% interest in the Mineral Rights after fulfilling the
following conditions within 6 months:
 
 ·
                  paying
      an additional $750,000 to Temasek,
and
 ·
                  issuing
      3,500,000 additional shares of our common stock to
  Temasek.
 
 The
Company may exercise the third twenty-five percent (25%) option resulting in the
acquisition of a 75% interest in the Mineral Rights after fulfilling the
following conditions within 12 months:
 
 ·
                  paying
      an additional $1,250,000 to Temasek,
and
 ·
                  issuing
      4,500,000 additional shares of our common stock to
  Temasek.
  F -
16
 Table of Contents
   AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 
 NOTE 4 – PROPERTY AND EQUIPMENT(cont’d...)
 
 (i)  Mineral Property(cont’d...)
  The Temasek Properties(cont’d...)
 
 The
Company may exercise the fourth twenty-five percent (25%) option resulting in
the acquisition of a 100% interest in the Mineral Rights after fulfilling the
following conditions within 18 months:
 
 ·
                  paying
      an additional $2,500,000 to Temasek,
and
 ·
                  issuing
      5,500,000 additional shares of our common stock to
  Temasek.
 
 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 (90) days of the acquisition of a
100% interest in the Mineral Rights, Temasek will only be entitled to an annual
1.5% net returns royalty.
 
 If the
Company exercise the second twenty-five percent (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 , 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 return royalty.
  The
Apofas Properties
 
 Pursuant
to an agreement dated January 22, 2007 the Company has the option to acquire a
100% interest in five mineral concessions, known as the Poronmannikko and
Sarkiahonkangas projects, located in Finland. Under the terms of the agreement,
the company has the right to acquire a 100% interest in two projects by making
cash payments totalling €1,000,000. The initial payment of €150,000 is due on or
before April 1, 2007 (paid), the 2nd payment of €150,000 is due on or before
April 1, 2008 (extended by agreement to April 30, 2008), the 3rd payment of
€300,000 is due on or before April 1, 2009 and the final payment of €400,000 is
due on or before April 1, 2010.  Concurrent with ratification of the
agreement on May 4, 2007, the Company issued 400,000 common shares as a finder’s
fee. The mineral concessions are subject to a 2% gross proceeds
royalty.  The agreement was signed with a company, which is controlled
by the Company’s president. Management has determined not to proceed with the
option to acquire these projects in fiscal 2008.
  F -
17
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 4 – PROPERTY AND EQUIPMENT(cont’d...)
 
 (i)  Mineral Property(cont’d...)
  The Magnus Properties
 
 Pursuant
to an agreement dated October 6, 2006 the Company has the option to acquire a
100% interest in 4 different mineral properties (Petrovaara, Poskijarvi-Kokka,
Rautavaara and Tainiovaara) by paying option payments for a total of €1,000,000
in cash for each property over a period of 4 years.  The option
payments are to be paid annually at the beginning of each year as
follows:  1st year
€100,000 (paid), 2nd year
€100,000, 3rd year
€300,000 and 4th year
€500,000 per property for a total of €4,000,000 if all 4 properties are acquired
fully; and by making a work commitment of €1,000,000 on each property of which
25% must be conducted annually.  All properties are subject to a 2%
NSR.  The 1st year
payments for all 4 properties totaling $523,400 (€400,000) was paid during the
fiscal year ended December 31, 2006.  The optionor is currently in the
process of completing registration of its mineral claims with the Finnish
Ministry of Industry and Trade.  The due date of the second option
payment of €100,000 with respect to the Rautavaara Property is extended pursuant
to an amendment agreement to April 30, 2008 in consideration of a €10,000
extension payment (paid) and payment of applicable government and landowner
payments according to Finnish law (paid).  The due date for the first
year work commitment of €250,000 with respect to the Rautavaara Property is
extended to August 31, 2008 and the first year work commitment of €250,000 with
respect to the Tainiovarra Property is extended to May 31, 2008.  In
fiscal 2008, the Company decided not to exercise the second year option with
respect to each of these Properties.
  On June
11, 2007, the Company entered into an Option Agreement with Magnus Minerals OY,
pursuant to which the Company entered into a joint venture to explore the
“Enonkoski area” in Finland primarily for nickel-copper-platinum group
elements.
  Under the
terms of the Option Agreement, the Company has the right to acquire ownership
from Magnus of up to a 51% interest in certain claim reservations, and pending
claims comprising the Property as more particularly set forth in the Option
Agreement.
  It is
intended that the Company will be the operator of the joint venture and can earn
a 51% interest in the Property by fulfilling U.S. $10 million in work
commitments and €3 million in option payments.
 
 In order
to exercise the option, the Company will be required to spend U.S. $10 million
in work commitments with minimum expenditures as follows:(a) U.S. $1.8 million
by November 30, 2008; (b) U.S. $2.2 million by November 30, 2009; (c) U.S. $2.8
million by November 30, 2010; and (d) U.S. $3.2 million by November 30,
2011.  In addition, the Company is required to make a total of €3
million in option payments to Magnus over four years as follows: (a) €30,000 by
May 22, 2007 (which payment has been made); (b) €270,000 upon execution of the
Option Agreement (which payment has been made); (c) €600,000 by November 30,
2008, (d) €900,000 by November 30, 2009; and (e) €1,200,000 by November 30,
2010.
 
 In fiscal
2008, the Company decided not to exercise the November 2008 option with respect
to this Property.
  
  F -
18
 Table of Contents
   AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 4 – PROPERTY AND EQUIPMENT(cont’d...)
 
 (i)  Mineral Property(cont’d...)
  The Magnus Properties(cont’d...)
 
 Magnus
Minerals Oy is a company in which the Company’s former president has an
ownership interest.
 
 There are
certain inherent risks relating to the title to the mineral properties and
mining and exploration rights that the Company has an interest in through its
above noted option agreements, as registration of some of the mineral claims
with the Finish government has not yet been completed.  The Company,
therefore, cannot give any assurance that it will have valid title on its
mineral property interests.
 
 (ii)  Property
and Equipment:
 As
      at September 30, 2008:
                  
                  Cost
                    $
                  
                  
                  Accumulated
                    Amortization
                    $
                  
                  
                  Net
      book
                    Value
                    $Furniture,
      computer and office equipment
                  
                  
                  38,505
                  
                  
                  
                  11,712
                  
                  
                  
                  26,793Computer
      software
                  
                  
                  5,928
                  
                  
                  
                  5,188
                  
                  
                  
                  74044,433
                  
                  
                  
                  16,900
                  
                  
                  
                  27,533
 
 As
      at December 31, 2007:
                  
                  Cost
                    $
                  
                  
                  Accumulated
                    Amortization
                    $
                  
                  
                  Net
      book
                    Value
                    $Furniture,
      computer and office equipment
                  
                  
                  38,291
                  
                  
                  
                  6,041
                  
                  
                  
                  32,250Computer
      software
                  
                  
                  5,928
                  
                  
                  
                  2,964
                  
                  
                  
                  2,96444,219
                  
                  
                  
                  9,005
                  
                  
                  
                  35,214
 
 NOTE
5 – ADVANCES PAYABLE
  The
Company received an advance from its former CEO in the amount of $32,889 during
the quarter ended September 30, 2008 (2007 - $nil).  The advance is
non-interest bearing, has no stated terms of repayment and is
unsecured.
  F -
19
 Table of Contents
   AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 
 NOTE
6 – STOCKHOLDERS’ EQUITY
 
 Common
Stock
 
 On May
22, 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 financial
statements.
 
 On
November 30, 2006 the Company granted 97,500 restricted shares at a deemed price
of $24.80 per share to officers of the company.  Fifty percent of
these shares vest on January 1, 2008 and the balance on January 1,
2009.  On December 27, 2007 all 97,500 restricted shares were
cancelled and returned to treasury.   Related stock based
compensation in the amount of $2,321,780 was charged to operations during the
year ended December 31, 2007. The deemed price was equal to the market price of
the Company’s stock on the date of the transaction.
 
 On April
17, 2007, the Company completed a private placement and issued 121,800 units at
a price of $25 per share for total proceeds of $3,045,000.  Each unit
consists of one share of common stock, par value $0.00001, and one-half warrant
with each full warrant enabling the purchase of one share of common stock,
exercisable for twelve months at the exercise price of $35, exercisable on or
before April 17, 2008.  The Company also issued a cash finder’s fee of
$212,450 and 8,358 warrants exercisable on or before April 17, 2008 at an
exercise price of $35.
 
 On April
17, 2007 the Company granted 37,500 restricted shares at a deemed price of $29
per share to officers, directors and consultants of the Company.  The
deemed price is equal to the market price of the Company’s stock on the date of
the transaction. On April 17, 2008, 30,000 restricted shares were cancelled and
returned to treasury. Fifty percent of the remaining 7,500 shares vested on
April 17, 2008 and the balance have since been deemed vested. Related stock
based compensation in the amount of $705,365 was charged to operations during
the nine months ended September 30, 2008.
 
 On April
17, 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 December 31, 2007.  On April 17,
2008, 1,250 restricted shares were cancelled and returned to
treasury.  Fifty percent of these shares vested on April 17, 2008 and
the balance have been deemed to have vested.  Related stock based
compensation in the amount of $20,431 was charged to operations during the nine
months ended September 30, 2008 based on a deemed price of $3.60 per
share.
 
  F -
20
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 
 NOTE 6 – STOCKHOLDERS’ EQUITY(cont’d...)
 
 Stock Options
(cont’d...)
 
 Stock
Options
 
 On April
17, 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 April 17, 2017 and vesting as to
one-quarter of the common shares under the stock option on April 17, 2007 and
one-quarter every six months thereafter in accordance with the terms and
conditions of the Company’s Stock Incentive Plan.  As December 31,
2007 167,500 stock options were outstanding. As at September 30, 2008 all stock
options were cancelled or had expired.
 
 During
fiscal 2007, the Company adopted the 2007 Stock Incentive Plan, (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.
 
 The
weighted average fair value of the 165,000 options granted to officers and
directors in 2007 was estimated at $24.80 per share using the Black-Scholes
option-pricing model, using the following assumptions: risk-free interest rate
of 4.11%, dividend yield of 0%, volatility of 120.85% and expected life of
approximately 5 years. Related stock based compensation in the amount of
$3,241,028  was credited to operations upon the forfeiture of stock
options during the nine months ended September 30, 2008, and cumulatively $NIL
was charged to operations from April 17, 2007 to September 30,
2008.
 
 The
weighted average fair value of the 2,500 options granted to a consultant in 2007
was estimated at $2.80 per share using the Black-Scholes option-pricing model,
using the following assumptions: risk-free interest rate of 4.11%, dividend
yield of 0%, volatility of 146.97% and expected life of approximately 5 years.
Related stock based compensation in the amount of $4,504 was credited to
operations upon the forfeiture of stock options during the nine months ended
September 30, 2008 (2007: $Nil) and cumulatively $NIL was charged to operations
from April 17, 2007 to September 30, 2008.
 
 Although
the assumptions used to record stock compensation expense reflect management’s
best estimates, they involve inherent uncertainties based on market conditions
generally outside of the control of the Company. If other assumptions were used,
stock-based compensation expense could be significantly impacted. As stock
options are exercised, the proceeds received on exercise are credited to
stockholders’ equity.
 
  F -
21
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 NOTE 6 – STOCKHOLDERS’ EQUITY(cont’d...)
 
 Warrants
 
 On April
17, 2007, the Company completed a private placement and issued 121,800 units at
a price of $25 per share for total proceeds of $3,045,000.  Each unit
consists of one share of common stock, par value $0.00001, and one-half warrant
with each full warrant enabling the purchase of one share of common stock,
exercisable for twelve months at the exercise price of $35, exercisable on or
before April 17, 2008. 60,900 full warrants remained as at December 31, 2007,all
of which expired during the six months ended June 30, 2008.  The
Company also issued a cash finder’s fee of $212,450 and 8,358 warrants at a
deemed value of $100,421, exercisable on or before April 17, 2008 at an exercise
price of $35.  8,358 full warrants remained outstanding as December
31, 2007, all of which expired during the six months ended June 30, 208. The
weighted average fair value of the 8,358 warrants issued as a finder’s fee was
estimated at $12 per share using the Black-Scholes option-pricing model, using
the following assumptions: risk-free interest rate of 4.15%, dividend yield of
0%, volatility of 120.85% and expected life of approximately 1
year.
 
 NOTE
7 – RELATED PARTY TRANSACTIONS
 
 Related
party transactions not disclosed elsewhere in these financial statements are as
follows:
 
 During
the six months ended September 30, 2008  the Company:
 
 ·
                  paid
      $236,350 (2007: $258,424) for consulting and management fees and
      management salaries to current officers and directors of the
      Company
 ·
                  paid
      $25,486 (2007: $99,103) for consulting fees included in mineral property
      acquisition and exploration expenditures, to companies controlled by the
      Vice-President of Exploration and the
President.
 
 These
transactions were in the normal course of operations and were measured at the
exchange amount, which is the amount of consideration established and agreed to
by the related parties.
 
 NOTE
8 – COMMITMENTS
 
 ·
                  The
      Company is committed for one year, commencing November 1, 2007, for
      monthly consulting services in the amount of $5,000 to a party who shall
      provide business development strategies and corporate
      marketing.
 ·
                  The
      Company committed for a one year period commencing January 1, 2008, to a
      consulting firm for monthly services in the amount of $1,500, for website
      maintenance.
 ·
                  The
      Company committed for two years, commencing April 1, 2008, for a monthly
      consulting services in the amount of $ 5,000 to a party who will provide
      management services in Europe.
 ·
                  The
      Company committed for one year, commencing June 1, 2008 for monthly
      consulting services in the amount of $ 10,000 to a party who will provide
      investor relations services.
  F -
22
 Table of Contents
  
 AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)
 (An
Exploration Stage Company)
  NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  SEPTEMBER
30, 2008
 (Unaudited
– Prepared by Management)
 
 
 NOTE
9 – 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, the Company’s
principal operations have been in Finland.  As at September 30, 2008,
the Company does not have any material assets outside of Canada except
long-lived assets of $Nil (December 31, 2007: $3,940).
 
 NOTE
10 - RECLASSIFICATIONS
  Certain
prior year amounts have been reclassified to conform to the current year
presentation.
  NOTE
11 – SUBSEQUENT EVENT
  Subsequent
to September 30, 2008 the Company changed its authorized number of shares to
400,000,000 in aggregate, increased the authorized number of common shares from
5,000,000 to 200,000,000 and authorized the creation of 200,000,000 blank check
preferred shares with a par value of $0.001.
  __________
  
 
  F -
23
 Table of Contents
  Item
2.   Management’s Discussion and Analysis of Financial Condition and
Results ofOperations.




This
Quarterly Report on Form 10-Q contains forward-looking statements regarding our
capital needs, business plans and expectations. Words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify forward-looking
statements, but are not deemed to represent an all-inclusive means of
identifying forward-looking statements as denoted in this Quarterly Report on
Form 10-Q. Additionally, statements concerning future matters are
forward-looking statements.




Although
forward-looking statements in this Quarterly Report on Form 10-Q reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by us. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements.  We caution the reader
that numerous important factors, including those factors discussed in our Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007,
which are incorporated herein by reference, could affect our actual results and
could cause our actual consolidated results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, Amazon
Goldsands.  Readers are urged not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Quarterly
Report on Form 10-Q. We file reports with the Securities and Exchange Commission
(the “SEC” or “Commission”). You can also
read and copy any materials we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, NW, Washington, DC 20549. You can obtain additional
information about the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. In addition, the SEC maintains an internet site (www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including
us.




We
undertake no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
Quarterly Report on Form 10-Q.  Readers are urged to carefully review
and consider the various disclosures made throughout the entirety of this
Quarterly Report, which attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, results of operations
and prospects.




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




Recent
Changes in Our Capital Structure and Name Change




On May
22, 2008, our Board of Directors approved a one (1) – for - twenty (20) reverse
stock split (the “Reverse Split”) of our common stock, par value $0.00001 per
share (the “Common Stock”), together with a corresponding reduction from one
hundred million (100,000,000) to five million (5,000,000) shares of our
authorized shares of Common Stock.   The Reverse Split was duly
approved by our board of directors without shareholder approval, in accordance
with the authority conferred by Section 78.207 of the Nevada Revised
Statutes.  The Reverse Split was effected by filing a Certificate of
Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Nevada
Secretary of State.  The Reverse Split was effective at the close of
business on June 6, 2008 and amended our Articles of Incorporation to decrease
the authorized number of shares of our Common Stock from one




- 4
-
 Table of Contents


hundred
million (100,000,000) shares to five million (5,000,000) shares.  No
fractional shares of our Common Stock were issued and shareholders who were
entitled to a fractional post-split share received one whole share in lieu
thereof.  All share and per share data in the consolidated financial
statements and related notes of the Company have been adjusted to give
retroactive effect to the Reverse Split and for the change in the number of
authorized shares of Common Stock.




Also on
May 22, 2008, we filed Articles of Merger with the Secretary of State of Nevada
to effectuate a merger, whereby we would merge with our wholly-owned subsidiary,
Amazon Goldsands Ltd., through a parent/subsidiary merger, with us as the
surviving corporation.  This merger became effective on June 6, 2008
after the Reverse Stock Split.  Shareholder approval for this merger
was not required under Section 92A.180.  At the effective time of this
merger, our name was changed to “Amazon Goldsands Ltd.” and our Articles of
Incorporation were amended to reflect this name change.




In
connection with the Reverse Split and our name change, our Common Stock was
assigned a new symbol for quotation on the Over-the-Counter Bulletin
Board.  Commencing on June 9, 2008, our common stock was quoted on the
Over-the-Counter Bulletin Board under the symbol “AZNG.”




On
October 6, 2008, all of the members of our board of directors and the
shareholders holding a majority of the voting power of the Company approved
certain resolutions, including an amendment to our Articles of Incorporation to
increase the aggregate number of our authorized shares of capital stock to four
hundred million (400,000,000) shares and to create a series of blank check
preferred stock, as follows:  (i) increase the number of
authorized shares of Common Stock from five million (5,000,000) to two hundred
million (200,000,000), and (ii) authorize the creation of two hundred million
(200,000,000) shares of blank check preferred stock.  These actions
were effective subsequent to the reporting period.




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 are an exploration stage company engaged in the assessment,
acquisition and exploration of mineral properties.  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 Peru.  We no longer have any interest in any properties
located in Finland and have allowed our options on these properties to lapse in
order to pursue the development of our interests in the mineral rights on
properties located in Peru.  Effective June 6, 2008, we merged with
our wholly-owned subsidiary, Amazon Goldsands Ltd., pursuant to Articles of
Merger that we filed with the Nevada Secretary of State.  We decided
to change our name to "Amazon Goldsands Ltd." to better reflect our current
focus on the acquisition and development of the mineral rights on properties
located in South America.  We are an exploration-stage company and
there is no assurance that commercially exploitable reserves of gold exists on
any of our property interests.  In the event that commercially
exploitable reserves of gold exist on any of our property interests, we cannot
guarantee that we will make a profit.  If we cannot acquire or locate
gold deposits, or if it is not economical to recover the gold deposits, our
business and operations will be materially and adversely
affected.  The disclosure that follows is a summary of each of the
mineral property interests that we held during and subsequent to the reporting
period, including those mineral rights interests we have decided not to pursue
on properties located in Finland.




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The
FinMetal Oy Properties




On
November 27, 2006, we acquired our wholly owned subsidiary, FinMetal Oy, a
corporation organized under the laws of Finland, on November 27,
2006.  We acquired all of the outstanding shares of FinMetal OY in
consideration for the issuance to the shareholder of FinMetal OY of 50,000 of
our shares of Common Stock and a payment of €211,482 in cash (including €11,482
representing transfer taxes).  At the time we acquired FinMetal OY,
FinMetal OY owned the option, pursuant to an October 6, 2006 option agreement by
and between FinMetal Oy and Magnus Minerals OY ("Magnus"), to acquire a 100%
interest in certain mineral rights to four mineral properties located in
Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and
Tainiovaara properties, along with all existing property data.  Under
the original terms of the option agreement, FinMetal Oy would have earned the
interest in such properties (i) by paying option payments of 1,000,000 euros in
cash for each property interest (for a total of 4,000,000 euros with respect to
all four properties) over a period of four years, to be paid annually at the
beginning of each year, with respect to each property, as follows: 100,000 euros
in the first year, 100,000 euros in the second year, 300,000 euros in the third
year, and 500,000 euros in the fourth year, and (ii) by making a work commitment
of 1,000,000 euros on each property (for a total work commitment of 4,000,000
euros), of which 25% must be conducted each year over a period of four
years.  All properties were subject to a 2% net smelter royalty in
favour of Magnus.




On
December 28, 2007, FinMetal Oy and Magnus entered into Amendment No. 1 to the
option agreement, pursuant to which the terms of the original option agreement
were amended as follows:




·
            The
      due date of the second option payment of 100,000 euros, with respect to
      the Rautavaara property, was extended to April 30, 2008 in consideration
      of a 10,000 Euro extension payment (which has been paid) and by FinMetal
      Oy maintaining the claims in good standing by paying the applicable
      government and landowner payments according to Finnish law.  As
      we have decided to allow this option to lapse, we have not paid the second
      option payment.




·
            After
      the above-mentioned extension payment was paid and the second year option
      payment was paid with respect to the Rautavaara property, the due date of
      the first year work commitment of 250,000 euros with respect to such
      property would have been extended such that such work commitment would not
      be due until August 31, 2008.




·
            The
      due date of the first year work commitment of 250,000 euros with respect
      to the Tainiovarra property would have been extended such that such work
      commitment would not be due until May 31, 2008.  We have also
      decided to allow this option to
lapse.




In
addition, the parties to the amendment to the option agreement acknowledged
therein that FinMetal Oy decided not to exercise the second year option with
respect to each of the Petrovaara and Poskijärvi-Kokka properties and that full
interest in and to such properties, which included claims in good standing for
at least one year, and all data and information both old and new gathered by
FinMetal Oy, shall be transferred to Magnus within one month at FinMetal Mining
Oy's expense, and thereafter FinMetal Oy shall have foregone any claim on the
Petrovaara and Poskijärvi-Kokka properties.  As indicated above, we
have decided to allow our options with respect to the Rautavaara and Tainiovarra
properties to lapse and are seeking to dissolve our wholly owned subsidiary,
FinMetal Oy.




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The
Apofas Properties




On
January 22, 2007, we entered into a letter agreement with Ab Apofas OY
("Apofas"), pursuant to which Apofas granted to us the sole and exclusive option
to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in
and to five mineral property concession registration interest assets known as
the Poronmannikko and Sarkiahonkangas gold prospects, which are located in
northern Finland (collectively, the "Apofas Properties" and also known as the
Oijarvi Gold Project).  Under the terms of our January 22, 2007 letter
agreement with Apofas, and in order to exercise our option as to the Apofas
Properties, subject to a 2% gross proceeds royalty, we were required to make the
following non-refundable cash payments to Apofas totaling €1.0 million in the
following manner: (i) the first payment of €150,000 was due on or before April
1, 2007 and this amount has been paid; (ii) the 2nd payment
of €150,000 was due on or before April 1, 2008, and was subsequently extended by
agreement to be paid by April 30, 2008; (iii) the 3rd payment
of €300,000 was due on or before April 1, 2009; and (iv) the final payment of
€400,000 was due on or before April 1, 2010.  We have decided to allow
this option to lapse, so we have not made the second option payment or any
subsequent option payments.




The
Enonkoski Property




On June
11, 2007, we entered into a definitive Mineral Property Option and Joint Venture
Agreement with Magnus Minerals OY, a Finnish corporation ("Magnus"), pursuant to
which we and Magnus agreed to an option and a joint venture to explore the
"Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily
for nickel-copper-platinum group elements.  It was intended that we
would be the operator of the joint venture and we could earn a 51% interest in
certain valid claim reservations and pending claims comprising the Enonkoski
Property by fulfilling $10 million in work commitments and €3 million in option
payments, as more fully described below.




In order
to exercise this option, we were required to spend $10 million in work
commitments with minimum expenditures as follows: (a) $1.8 million to be paid by
November 30, 2008; (b) $2.2 million to be paid by November 30, 2009; (c) $2.8
million to be paid by November 30, 2010; and (d) $3.2 million to be paid by
November 30, 2011.  In addition, we were required to make a total of
€3 million in option payments to Magnus over four years as follows: (a)
€30,000 to be paid by May 22, 2007, which payment has been made; (b) €270,000
upon execution of the Option Agreement, which payment has been made; (c)
€600,000 to be paid by November 30, 2008, (d) €900,000 to be paid by November
30, 2009; and (e) €1,200,000 to be paid by November 30, 2010.




Under
this option, we would be required to spend 50% or more of our work commitments,
of approximately $5 million, and option payments, of approximately €1.5 million,
before any earn-in would have been realized.  Once the 50% was
reached, we would have a 25.5% interest in the Enonkoski Property and this
interest would have increased proportional to the work commitments and option
payments to the maximum of 51%, at which point both our and Magnus' interests
would have been converted to working interests.  As indicated above,
we intend to have our option on this property lapse and intend to focus our
efforts on the development of our interests in the mineral rights on properties
located in Peru, as described below.




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Peru
Property




On
September 18, 2008 (the "Effective Date"), we entered into a Mineral Right
Option Agreement (the "Temasek Option Agreement") with Temasek Investments Inc.
("Temasek"), a company incorporated under the laws of
Panama.  Pursuant to the Temasek Option Agreement, we acquired four
separate options from Temasek, each providing for the acquisition of a 25%
interest in certain mineral rights (the "Mineral Rights") in certain properties
in Peru (the “Peru Property”) potentially resulting in our acquisition of 100%
of the Mineral Rights.  The Mineral Rights are owned by Rio Santiago
Minerales S.A.C. ("Rio Santiago").  Beardmore Holdings, Inc.
("Beardmore"), a wholly-owned subsidiary of Temasek, owns 999 shares of the
1,000 shares of Rio Santiago that are issued and outstanding.  Temasek
owns the single remaining share of Rio Santiago.  The acquisition of
each 25% interest in the Mineral Rights will occur through the transfer to us of
25% of the outstanding shares of Beardmore.




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




·
            Payment
      of $250,000 to Temasek on the date the Temasek Option Agreement is
      executed;




·
            Issuance
      of 2,500,000 shares of Common Stock to Temasek within five business days
      from the Effective Date; and




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




To date,
we have paid $250,000 to Temasek following the execution of the Temasek Option
Agreement and issued 2,500,000 shares of Common Stock to Temasek on September
26, 2008, in accordance with the Temasek Option Agreement.




We may
exercise the second 25% option, resulting in our acquisition of a 50% interest
in the Mineral Rights, after fulfilling the following conditions within six
months of the Effective Date:




·
            Payment
      of an additional amount of $750,000 to Temasek,
  and




·
            Issuance
      of 3,500,000 additional shares of Common Stock to
  Temasek.




We may
exercise the third 25% option, resulting in our acquisition of a 75% interest in
the Mineral Rights, after fulfilling the following conditions within twelve
months of the Effective Date:




·
            Payment
      of an additional amount $1,250,000 to Temasek,
  and




·
            Issuance
      of 4,500,000 additional shares of Common Stock to
  Temasek.




We may
exercise the fourth 25% option, resulting in our acquisition of a 100% interest
in the Mineral Rights, after fulfilling the following conditions within eighteen
months of the Effective Date:




·
            Payment
      of an additional amount $2,500,000 to Temasek,
  and




·
            Issuance
      of 5,500,000 additional shares of Common Stock to
  Temasek.




Upon our
acquisition of a 100% 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.




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Upon our
acquisition of a 100% interest in the Mineral Rights, Temasek is entitled to an
annual 2.5% net returns royalty.  However, if we pay Temasek
$2,000,000 within ninety days of our acquisition of a 100% interest in the
Mineral Rights, Temasek will only be entitled to an annual 1.5% net returns
royalty.




If we
exercise the second 25% option, resulting in our acquisition of a 50% interest
in the Mineral Rights, and fail to acquire a 100% interest in the Mineral
Rights, we and Temasek will form a joint venture in which we will be wholly
responsible for developing a feasible mining project and all necessary
facilities and Temasek shall retain a carried free interest in the mining
rights.  If we do not develop a feasible mining project within three
years of the Effective Date, we will be responsible to pay Temasek an advance
minimum mining royalty of $500,000 per year, which will be deducted from
Temasek's net return royalty.




If we do
not fulfill the terms of the Temasek Option Agreement according to our business
plan, then our ability to commence or continue operations could be materially
limited.  In addition, we anticipate that substantially all of our
assets will be put into commercializing our rights to the areas covered by our
option agreements.  Accordingly, any adverse circumstances that affect
the areas covered by our current and prospective option agreements and our
rights thereto would affect us.  If any of these situations were to
arise, we would need to consider alternatives, both in terms of our prospective
operations and for the financing of our activities.




Management
cannot provide assurance that we will ultimately achieve profitable operations
or become cash-flow positive, or raise additional debt and/or equity
capital.  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 are
also focusing on seeking additional mining opportunities, some of which may be
mineral deposits that are fully defined and have already gone through the
feasibility stage of development and are ready to produce.  In other
cases, the mineral deposits we seek to acquire may have a significant amount of
proven and probable resources with what we believe to be excellent potential for
expansion. We may also seek to acquire other drill-ready exploration projects
that contain little or no proven resources, as with the options we currently
hold to acquire existing mining projects in Peru, but that are strategically
positioned to offer what we perceive as exceptional potential at a comparatively
minimal expense.




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




Planned
Exploration Program




We are
currently developing our plan of exploration for the development of our
interests in the mineral rights on properties located in Peru.




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Plan
of Operations




Our plan
of operations within the next twelve months is to develop and implement a
planned exploration program on the Peru Property.  In particular, we
plan to complete the following objectives within the time periods specified,
subject to our obtaining the funding necessary:




·
            Payment
      of an additional amount of $250,000 to Temasek on or about December 18,
      2008;




·
            Payment
      of an additional amount of $750,000 to Temasek on or about March 18, 2009;
      and




·
            Payment
      of an additional amount of $1,250,000 to Temasek on or about September 18,
      2009.




We
anticipate spending approximately $50,000 in ongoing general and administrative
expenses per month for the next twelve months, for a total anticipated
expenditure of $600,000 over the next twelve months.  The general and
administrative expenses for the year will consist primarily of professional fees
for the audit and legal work relating to our regulatory filings throughout the
year, as well as transfer agent fees and general office expenses.




Thus, we
estimate that our expenditures over the next twelve months will be approximately
$2,850,000.  As at September 30, 2008, we had cash and cash
equivalents of $284,859 and working capital of $229,336.  As such, our
ability to make our planned exploration expenditures and to pay for our general
administrative expenses will be subject to us obtaining additional
financing.




During
the twelve-month period following the date of this report we anticipate that we
will not generate any revenue.  Accordingly, we will be required to
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 do
not have 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.  However, we do not have any financing arranged and
we 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, we will be forced to abandon our mineral
property interests and our business will fail.




Results
of Operations




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




We
incurred expenses in the amount of $283,748 for the three months ended September
30, 2008, compared to expenses of $1,761,641 for the same reporting period in
the prior year.  We reported a credit balance of expenses in the
amount of $1,390,797 for the nine months ended September 30, 2008, compared to
expenses of $6,156,375 for the same reporting period in the prior
year.  The decrease in reported expenses was attributable to
stock-based compensation being credited to operations in the amount of
$2,519,736 for the nine months ended September 30, 2008 as a result of the
expiration and cancellation of stock options during the reporting
period.  Thedecrease in reported
expenses was also attributable a decrease in mineral property acquisition and
exploration expenditures, which decreased to a credit of $9,360 for the three
months ended September 30, 2008 from $130,132 for the three months ended
September 30, 2007.  Mineral property acquisition and exploration
expenditures for the nine months ended September 30, 2008 decreased to $351,170
from $1,360,184 for the for the nine months ended September 30,
2007.  The decrease in mineral property acquisition and exploration
expenditures is attributable to management’s decision not to proceed with the
exercise of option to acquire certain mineral property interests.




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We
reported other expenses of $4,711 for the three months ended September 30, 2008
and other income of $28,022 for the three months ended September 30,
2007.  We reported other income of $3,634 for the nine months ended
September 30, 2008 and other income of $61,905 for the nine months ended
September 30, 2007.  Other income during the three and nine months
ended September 30, 2008 and 2007 consisted solely of interest
income.  Other expenses during the three and nine months ended
September 30, 2008 and 2007 was attributable to the write-down of certain
assets.




We had a
net loss of $288,459 for the three months ended September 30, 2008 as compared
to a net loss of $1,733,619 for the three months ended September 30,
2007.  We had net income of $1,394,431 for the nine months ended
September 30, 2008 as compared to a net loss of $6,094,470 for the nine months
ended September 30, 2007.  This increase was primarily attributable to
stock-based compensation being credited to operations as a result of the
expiration and cancellation of stock options during the reporting
period.




Liquidity
and Capital Resources




At
September 30, 2008, we had cash and cash equivalents of $284,859, compared to
$1,957,856 at December 31, 2007, and working capital of $229,336, compared to
$1,368,636 at December 31, 2007.  We will require additional funds to
pursue our planned exploration activities.  Our management believes
that the current cash on hand is not sufficient to fund our continued
operations at the current level for the next twelve
months.  Additional capital will be required to effectively implement
our planned exploration program.  It is uncertain whether we will be
able to obtain financing when sought or obtain it on terms acceptable to
us.  If we are unable to obtain additional financing, our ability to
continue our operations will be impaired.  Any additional equity
financing may involve substantial dilution to our then existing
shareholders.




Cash
Used in Operating Activities




Operating
activities in the nine months ended September 30, 2008 and 2007 used cash of
$1,668,846 and $1,814,730, respectively.




Cash
Used in Investing Activities




In the
nine months ended September 30, 2008, we used $37,040 in investing activities,
as compared to $35,406 used in investing activities during the nine months ended
September 30, 2007.  In the nine months ended September 30, 2008, we
expended $7,040 for purchase of equipment and $30,000 for website development
costs.




Cash
from Financing Activities




As we
have had no revenues since inception, we have financed our operations primarily
by using existing capital reserves, obtaining debt financing and through private
placements of our stock. Financing activities in the nine months ended September
30, 2008 provided cash of $32,889, all of which was from proceeds from advances
of cash.  Financing activities in the nine months ended September 30,
2007 provided cash of $2,832,550, all of which was from proceeds from the
issuance of common stock.




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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 effect 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
September 30, 2008 of $10,785,081 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.




Critical
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 that the following accounting policies fit this
definition.




Mineral
Claim Payments and Exploration Expenditures




Mineral
property exploration costs are charged to operations as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02 "Whether Mineral Rights are Tangible or Intangible
Assets".  We assess the carrying costs for impairment under SFAS No.
144. The Emerging Issues Task Force issued EITF 04-3 "Mining Assets: Impairment
and Business Combinations", which requires mining companies to consider cash
flows related to the economic value of mining assets (including mineral
properties and rights) beyond those assets' proven and probable reserves, as
well as anticipated market price fluctuations, when testing the mining assets
for impairment in accordance with SFAS 144.  We are in the early
stages of exploration and unable to allocate proven and probable reserves to our
mineral property. In the absence of proven and probable reserves, acquisition
costs to date are considered to be impaired and accordingly have been written
off to operations.  When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs then incurred to develop such property will be
capitalized. Such costs will be amortized using the units-of-production method
over the estimated life of the probable reserve.  If mineral
properties are subsequently abandoned or impaired, any capitalized costs will be
charged to operations.




Stock-Based
Compensation




During
the year, we adopted SFAS No. 123(revised), "Share-Based Payment", to
account for our stock options and similar equity instruments
issued.  Accordingly, compensation costs attributable to stock options
or similar equity instruments granted are measured at the fair value at the
grant date, and expensed over the expected vesting
period.  Transactions in which goods or services are received from
non-employees in exchange for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, whichever is more reliably measurable. SFAS
123(revised) requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid.




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Foreign
Currency Translation




Our
functional currency is U.S. dollars.  Accordingly, foreign currency
balances are translated into US dollars as follows:




·
            Monetary
      assets and liabilities are translated at the year-end exchange
      rate;




·
            Non-monetary
      assets are translated at the rate of exchange in effect at their
      acquisition, unless such assets are carried at market or nominal value, in
      which case they are translated at the year-end exchange
    rate;




·
            Revenue
      and expense items are translated at the average exchange rate for the
      year; and




·
            Foreign
      exchange gains and losses in the year are included in
      operations.




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 September 30, 2008.  This
evaluation was carried out under the supervision and with the participation of
our Chief Executive Officer, Mr. Hector Ponte, and our Chief Financial Officer,
Mr. Carlos Stocker.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of September 30, 2008,
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




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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 September 30, 2008 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




We did
not issue any securities without registration under the Securities Act during
the reporting period.




Item 3.      Defaults upon
Senior Securities




None.




Item 4.     Submission of Matters to
a Vote of Security Holders




No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended
September 30, 2008.




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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 Table of Contents


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:
            November
      14, 2008By: /s/ Hector
      Ponte
              Hector
      Ponte
              Title:Chief
      Executive Officer and DirectorDate:
            November
      14, 2008By:/s/ Carlos
      Stocker
              Carlos
      Stocker
              Title:Chief
      Financial Officer








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 Table of Contents


AMAZON GOLDSANDS LTD.


(the
“Registrant”)


(Commission
File No. 000-51203)


Exhibit Index


to


Quarterly
Report on Form 10-Q


for
the Quarter Ended September 30, 2008





Exhibit
              No.
            Description
            Incorporated
      Herein by
              Reference
      to
            Filed
      Herewith2.1
            Articles
      of Merger
            Exhibit
      2.1 to the Registrant's Current Report on Form 8-K filed May 27,
      20082.2
            Agreement
      and Plan of Merger
            Exhibit
      2.2 to the Registrant's Current Report on Form 8-K filed May 27,
      20083.1
            Certificate
      of Change pursuant to NRS 78.209
            Exhibit
      2.3 to the Registrant's Current Report on Form 8-K filed May 27,
      200810.1
            Stock
      Purchase Agreement between the Company and Peter Löfberg, dated November
      2, 2006, relating to the acquisition of FinMetal OY
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed November 30,
      200610.2
            Letter
      Agreement dated January 22, 2007 between the Company and AB Apofas
      OY
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed January 26,
      200710.3
            Amendment
      No. 1 to Option Agreement between Company and Magnus Minerals Oy, dated
      December 28, 2007
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed January 4,
      200810.4
            Mineral
      Property Option and Joint Venture Agreement between the Company and Magnus
      Minerals Oy, dated June 11, 2007
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed June 13,
      200710.5
            Mineral
      Right Option Agreement between the Company and Temasek Investments
      Inc.
            Exhibit
      10.1 to the Registrant's Current Report on Form 8-K filed September 22,
      200831.1
            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
            
            X31.2
            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
            
            X32.1
            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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