UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q/A


(Amendment No.
1)





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the quarterly period ended June 30,
      2008[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      the transition period __________ 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)Finmetal
      Mining Ltd.
              666 Burrard Street,
      Suite 500, Vancouver, British Columbia, Canada(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 [X]
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 [  ]
              Smaller
      reporting company [X]
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [ ] Yes   [X] No





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  1,691,159 common shares as
of July 28, 2008.


Table of Contents







TABLE OF CONTENTS
            PagePART I – FINANCIAL
      INFORMATIONItem
      1.
            Financial Statements
            3Item
      2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            23Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            32Item
      4T.
            Controls and Procedures
            32PART II – OTHER
      INFORMATIONItem
      1.
            Legal Proceedings
            34Item
      1A.
            Risk Factors
            34Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            34Item
      3.
            Defaults Upon Senior Securities
            34Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            34Item
      5.
            Other Information
            34Item
      6.
            Exhibits
            34









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:Unaudited
      Consolidated Balance Sheet as of June 30, 2008;Unaudited
      Consolidated Statements of Operations for the three and six months ended
      June 30, 2008 and 2007 and from inception on September 5, 1997 to June 30,
      2008;Unaudited
      Consolidated Statement of Changes in Stockholders' Equity from
      inception on September 5, 1997 to June 30, 2008;Unaudited
      Consolidated Statements of Cash Flows for the six months ended June 30,
      2008 and 2007 and from inception on September 5, 1997 to June 30, 2008;
      andNotes
      to Unaudited Consolidated Financial
Statements;






These
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form
10-Q.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  Operating
results for the interim period ended June 30, 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)





June
      30,
            
            
            December
      31,As
      at
            
            2008
            
            
            2007$
            
            
            
            $ASSETSCurrentCash
      and cash equivalents
            
            
            525,485
            
            
            
            1,957,856Exploration
      program advances
            
            
            -
            
            
            
            87,600Taxes
      recoverable
            
            
            498
            
            
            
            19,226Prepaid
      expenses and deposit
            
            
            6,682
            
            
            
            5,723532,665
            
            
            
            2,070,415Property
      and equipment, net of accumulated amortization(Note
      4(ii))
            
            
            38,139
            
            
            
            35,214Website
      development cost, net of accumulated amortizationof
      $9,167 (December 31, 2007: $4,167)
            
            
            30,833
            
            
            
            5,833Total
      Assets
            
            
            601,637
            
            
            
            2,111,453LIABILITIESCurrentAccounts
      payable and accrued liabilities
            
            
            105,822
            
            
            
            647,414Amounts
      due to related parties (Note 3)
            
            
            9,685
            
            
            
            54,365Total
      Liabilities
            
            
            115,507
            
            
            
            701,779STOCKHOLDERS’
      EQUITYCommon
      stock (Note 5)Authorized:
      5,000,000 shares, $0.00001 par valueIssued
      and outstanding: 1,691,159 shares
              (December
      31, 2007:  1,722,409 shares)
            
            
            17
            
            
            
            17Additional
      paid-in capital
            
            
            11,069,433
            
            
            
            14,314,965Deferred
      stock based compensation (Note 5)
            
            
            (86,698
            )
            
            
            (725,796
            )(Deficit)
      accumulated during the exploration stage
            
            
            (10,496,622
            )
            
            
            (12,179,512
            )Total
      Stockholders’ Equity
            
            
            486,130
            
            
            
            1,409,674Total
      Liabilities and Stockholders’ Equity
            
            
            601,637
            
            
            
            2,111,453





NOTE
1 – INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS


NOTE
7 – COMMITMENTS





See
accompanying Notes to the Consolidated Financial Statements




4
 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
            
            Six
      months ended
            
            1997
      toJune 30,
            
            June 30,
            
            June
      30,2008
            
            2007
            
            2008
            
            2007
            
            2008GENERAL
      AND ADMINISTRATIVE EXPENSES
            $
            
            $
            
            $
            
            $
            
            $Amortization
      – property and equipment
            
            3,372
            
            2,172
            
            6,742
            
            4,343
            
            16,610Amortization
      – website development costs
            
            3,333
            
            833
            
            5,000
            
            1,667
            
            9,167Bank
      charges
            
            742
            
            233
            
            1,506
            
            1,249
            
            6,749Consulting
      and management
              fees
      (recovery) (Note 5)
            
            (3,066,094)
            
            2,313,737
            
            (2,386,907)
            
            2,690,893
            
            4,222,551Foreign
      exchange (gain) loss
            
            1,299
            
            (6,186)
            
            (7,804)
            
            (59)
            
            10,954Investor
      communication and promotion
            
            53,747
            
            18,839
            
            80,200
            
            158,913
            
            386,120Office
      and administrative
            
            6,202
            
            4,190
            
            31,762
            
            10,842
            
            106,944Professional
      fees
            
            71,508
            
            59,604
            
            108,912
            
            88,920
            
            334,031Rent
            
            5,836
            
            3,970
            
            13,070
            
            8,078
            
            36,680Telephone
            
            6,578
            
            11,675
            
            16,713
            
            19,411
            
            51,839Transfer
      agent and filing fees
            
            2,644
            
            7,256
            
            2,918
            
            11,112
            
            35,176Travel
      and accommodation
            
            48,577
            
            16,689
            
            83,813
            
            160,313
            
            355,372Website
      maintenance
            
            4,500
            
            4,500
            
            9,000
            
            9,000
            
            30,000Mineral
      property acquisition and exploration expenditures
            
            18,798
            
            1,230,052
            
            360,530
            
            1,230,052
            
            5,023,052(2,838,958)
            
            3,667,564
            
            (1,674,545)
            
            4,394,734
            
            10,625,245OTHER
      INCOME AND (EXPENSES)Forgiveness
      of debt
            
            -
            
            -
            
            -
            
            -
            
            24,000Gain
      on sale of oil and gas property
            
            -
            
            -
            
            -
            
            -
            
            10,745Interest
      income
            
            1,619
            
            33,883
            
            8,345
            
            33,883
            
            101,396Recovery
      of expenses
            
            -
            
            -
            
            -
            
            -
            
            4,982Write-down
      of incorporation cost
            
            -
            
            -
            
            -
            
            -
            
            (12,500)NET
      (GAIN) LOSS
            $
            (2,840,577)
            $
            3,633,681
            $
            (1,682,890)
            $
            4,360,851
            $
            10,496,622Net
      income (loss) per share
            $
            1.67
            $
            $(2.04)
            $
            .98
            $
            $   (2.55)Weighted
      average shares outstanding
            
            1,696,997
            
            1,781,042
            
            1,709,633
            
            1,706,863








See
accompanying Notes to the Consolidated Financial Statements


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 June 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


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 June 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





7
 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 June 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
              pershare
      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 Finetal
              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


8
 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 June 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 5)
            
            
            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 5)
            
            
            -
            
            
            
            -
            
            
            
            3,023,282
            
            
            
            2,936,734
            
            
            
            -
            
            
            
            5,960,016Cancellation
      of  stock awards (Note5)
            
            
            (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
            )
            
            
            1,409,674Stock
      based compensation (Note 5)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            639,098
            
            
            
            
            
            
            
            639,098Cancellation
      of  stock awards (Note 5)
            
            
            (31,250
            )
            
            
            (1
            )
            
            
            1
            
            
            
            -
            
            
            
            -
            
            
            
            -Cancellation
      and expiration of stock options
              (Note
      5)
            
            
            
            
            
            
            
            
            
            
            (3,245,532
            )
            
            
            
            
            
            
            
            
            
            
            (3,245,532
            )Net
      income for the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,682,890
            
            
            
            1,682,890Balance,
      June 30, 2008
            
            
            1,691,159
            
            
            
            17
            
            
            
            11,069,433
            
            
            
            (86,698
            )
            
            
            (10,496,622
            )
            
            
            486,130




See
accompanying Notes to the Consolidated Financial Statements


9
 Table of Contents


AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)





INTERIM  CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited
– Prepared by Management)


Six
            
            
            Six
            
            
            Cumulative
      from
              Inception
              (September
      5, 1997)Months
      Ended
            
            
            Months
      Ended
            
            
            ThroughJune
      30,
            
            
            June
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008$
            
            
            
            $
            
            
            
            $OPERATING
      ACTIVITIES:Net
      loss from operations
            
            
            1,682,890
            
            
            
            (4,360,851
            )
            
            
            (10,496,622
            )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
            
            
            (2,606,434
            )
            
            
            2,519,624
            
            
            
            3,500,302-
      Amortization of equipment
            
            
            6,743
            
            
            
            4,343
            
            
            
            16,610-
      Amortization of website development cost
            
            
            5,000
            
            
            
            1,667
            
            
            
            9,167-
      Mineral property acquisition
            
            
            -
            
            
            
            536,000
            
            
            
            1,816,000Cash
      provided by (used in) changes in operatingAssets
      and liabilities:-  Taxes
      recoverable
            
            
            18,728
            
            
            
            (9,207
            )
            
            
            (498
            )-  Exploration
      program advances
            
            
            87,600
            
            
            
            (217,868
            )
            
            
            --  Prepaid
      expenses and deposit
            
            
            (959
            )
            
            
            14,113
            
            
            
            (6,682
            )-  Accounts
      payable and accrued liabilities
            
            
            (541,592
            )
            
            
            146,078
            
            
            
            105,822-  Advances
      from related parties
            
            
            (44,680
            )
            
            
            (88,210
            )
            
            
            9,685Net
      cash used in operating activities
            
            
            (1,392,704
            )
            
            
            (1,454,311
            )
            
            
            (5,040,761
            )FINANCING
      ACTIVITIES:Cost
      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
            
            
            -
            
            
            
            2,832,550
            
            
            
            5,640,250INVESTING
      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
            
            
            (9,667
            )
            
            
            (35,407
            )
            
            
            (54,749
            )Website
      development costs
            
            
            (30,000
            )
            
            
            -
            
            
            
            (40,000
            )Net
      cash provided used in investing activities
            
            
            (39,667
            )
            
            
            (35,407
            )
            
            
            (74,004
            )INCREASE
      (DECREASE)  IN CASH AND CASH EQUIVALENTS
            
            
            (1,432,371
            )
            
            
            1,342,832
            
            
            
            525,485CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            1,957,856
            
            
            
            1,648,814
            
            
            
            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            525,485
            
            
            $
            2,991,646
            
            
            $
            525,485





See
accompanying Notes to the Consolidated Financial Statements


10
 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)





Six
            
            
            Six
            
            
            Cumulative 
      from
              Inception
              (September
      5, 1997)Months
      Ended
            
            
            Months
      Ended
            
            
            ThroughJune
      30,
            
            
            June
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008$
            
            
            
            $
            
            
            
            $SUPPLEMENTAL
      CASH FLOWS INFORMATIONInterest
      expense
            
            
            -
            
            
            
            -
            
            
            
            1,906Taxes
            
            
            -
            
            
            
            -
            
            
            
            -Foreign
      exchange (gain) loss
            
            
            (7,804
            )
            
            
            (59
            )
            
            
            10,954SUPPLEMENTAL
      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
            
            
            -
            
            
            
            -
            
            
            
            536,000






See
accompanying Notes to the Consolidated Financial Statements





11
 Table of Contents










AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)


(An
Exploration stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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.  The Company is currently in the
exploration stage.





The Company has incurred a net loss of
$(10,496,622) for the period from inception on September 5, 1997 to June 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
six-month period ended June 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.


12
 Table of Contents


AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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 June 30, 2008, the
Company has cash and cash equivalents in the amount of $484,910 (December 31,
2007:  $1,947,912) which are over the federally insured
limit.  As at June 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.  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 $ 5,000 for the six
months ended June 30, 2008 (2007: $1,667) and cumulatively $9,167.





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.


13
 Table of Contents





AMAZON
GOLDSANDS LTD.
 (formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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 six months ended June 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.


14
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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 June 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.


15
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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 from related parties. 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.


16
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
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.


17
 Table of Contents







AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)





NOTE
3 –DUE TO RELATED PARTIES





The
amounts due to related parties of $9,685 as at June 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
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.




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.







18
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)





NOTE 4 – PROPERTY AND EQUIPMENT(cont’d...)





(i)  Mineral Property(cont’d...)




The Magnus Properties(cont’d...)




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.





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.










19
 Table of Contents






AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)








NOTE 4 – PROPERTY AND EQUIPMENT(cont’d...)





(ii)  Property
and Equipment:


As
      at June 30, 2008:
            
            Cost
              $
            
            
            Accumulated
              Amortization
              $
            
            
            Net
      book
              Value
              $Furniture,
      computer and office equipment
            
            
            47,958
            
            
            
            11,301
            
            
            
            36,657Computer
      software
            
            
            5,928
            
            
            
            4,446
            
            
            
            1,48253,886
            
            
            
            15,747
            
            
            
            38,139





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 – 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.


20
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)








NOTE 5 – STOCKHOLDERS’ EQUITY(cont’d...)





Common Stock(cont’d...)





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.  Fifty percent of these shares vest on April 17, 2008 and the
balance on April 17, 2009. On April 17, 2008, 30,000 restricted shares were
cancelled and returned to treasury. Related stock based compensation in the
amount of $636,179 was charged to operations during the six months ended June
30, 2008 (2007: $ Nil),  the balance in the amount of $69,186 is
deferred and shall be amortized and charged to operations over the vesting
period. The deemed price is equal to the market price of the Company’s stock on
the date of the transaction.





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.  Fifty percent
of these shares vest on April 17, 2008 and the balance on April 17, 2009. On
April 17, 2008, 1,250 restricted shares were cancelled and returned to
treasury.  Related stock based compensation in the amount of $2,919
was charged to operations during the six months ended June 30, 2008 (2007: $Nil)
based on a deemed price of $1.20 per share as at June 30,
2008.  Cumulatively $11,069 was charged to operations from April 17,
2007 to June 30, 2008, the balance in the amount of $17,512 is deferred and
shall be amortized and charged to operations over the vesting
period.





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. During the six-months ended June
30, 2008 all stock options were cancelled or 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.


21
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)








NOTE 5 – STOCKHOLDERS’ EQUITY(cont’d...)





Stock Options
(cont’d...)





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 expiration and
cancellations of stock options during the six months ended June 30, 2008 (2007:
$Nil), and cumulatively $NIL was charged to operations from April 17, 2007 to
June 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 expiration of stock options during the six months ended June
30, 2008 (2007: $Nil) and cumulatively $NIL was charged to operations from April
17, 2007 to June 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.





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.


22
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)








NOTE
6 – RELATED PARTY TRANSACTIONS





Related
party transactions not disclosed elsewhere in these financial statements are as
follows:





During
the six months ended June 30, 2008  the Company:





·
            paid
      $211,527 (2007: $171,268) for consulting and management fees and
      management salaries to current officers and directors of the
      Company


·
            paid
      $25,486 (2007: $31,614) 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
7 – 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.


23
 Table of Contents





AMAZON
GOLDSANDS LTD.


(formerly
Finmetal Mining Ltd.)


(An
Exploration Stage Company)




NOTES
TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS




JUNE
30, 2008


(Unaudited
– Prepared by Management)











NOTE
8 – 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 are in Finland.  As at June 30, 2008, the Company
does not have any material assets outside of Canada except long-lived assets of
$7,029 (December 31, 2007: $3,940)








NOTE
9 - RECLASSIFICATIONS




Certain
prior year amounts have been reclassified to conform to the current year
presentation.






24
 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 (“Common Stock”), together with a corresponding reduction (from
100,000,000 to 5,000,000) in the number of our authorized shares of the Common
Stock.   The Reverse Split was duly approved by the 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 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 in lieu thereof one whole
share.  All share and per share data in the consolidated financial
statements and related notes have been adjusted to give retroactive effect to
the Reverse Split and the change in authorized shares.






25
 Table of Contents





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 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.”





Overview





We are an
exploration stage company engaged in the assessment, acquisition and exploration
of mineral properties.





We did
not have any operations prior to the acquisition of 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). As more fully described herein, at the time we
acquired FinMetal OY, FinMetal OY owned the option 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 (collectively, the "FinMetal
Oy Properties"). As further described below, we no longer have any interest in
these 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). As further described below, we allowed this option to
lapse on April 30, 2008.





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 is intended that we will be the
operator of the joint venture and can 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.





The
FinMetal Oy Properties





As
indicated above, we acquired our wholly owned subsidiary, FinMetal Oy, on
November 27, 2006. 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




26
 Table of Contents




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
(that is, 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
      keeping the claims in good standing by paying the applicable government
      and landowner payments according to Finnish law (we have decided to allow
      this option to lapse, so we have not made this second option
      payment);






·
            after
      the abovementioned 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; and






·
            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 decided to allow
      this option to lapse).




In
addition, the parties to the amendment 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 (including 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.





The
Apofas Properties





Under the
terms of our January 22, 2007 letter agreement with Apofas, and in order to
exercise our option to acquire a 100% undivided interest in and to five mineral
property concession registration interest assets known as the Poronmannikko and
Sarkiahonkangas gold prospects (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 we paid this amount; (ii) the 2nd payment
of €150,000 was due on or before April 1, 2008 (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.








27
 Table of Contents




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 is intended that we will be the
operator of the joint venture and can 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 our option, we will be required to spend $10 million in work
commitments with minimum expenditures as follows: (a) $1.8 million by November
30, 2008; (b) $2.2 million by November 30, 2009; (c) $2.8 million by November
30, 2010; and (d) $3.2 million by November 30, 2011. In addition, we will be
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 now 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.





We must
spend 50% or more of our work commitments ($5 million) and option payments (€1.5
million) before any earn-in is realized. Once the 50% has been reached, we will
have a 25.5% interest in the Enonkoski Property and our interest will increase
proportional to our work commitments and option payments to the maximum of 51%,
at which point both our and Magnus' interests are to be converted to working
interests.





Planned
Exploration Program





There are
no known reserves on any of the properties underlying our mineral property
interests, and our work is exploratory in nature.





As noted
above, we are not pursuing our option with respect to the Petrovaara,
Poskijärvi-Kokka, Rautavaara, Tainiovarra or Apofas properties. As such, our
planned exploration program covers the Enonkoski properties.





With
respect to the Enonkoski properties, the Hälväla Nickel Mine is the main focus
of our 2008 exploration program. Our initial exploration program has been
designed to check the validity of the reported resource estimate and the deep
high grade drill intersection followed by a down-hole electromagnetic survey to
seek extensions. The work planned in this area will consist of detailed geology
using existing drill core and down-hole and surface geophysics with the primary
objective of locating high grade ore bodies amenable to underground mining, with
a secondary target of shallow low grade ore. By the end of fiscal 2008, we plan
to fly an airborne electromagnetic survey (approximately 6,000 line-km) and
conduct a drill program of approximately 5,000 meters. We began our airborne
geophysical survey in the summer of 2007. The survey, designed to locate
conductive minerals associated with nickel,




28
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utilizes
an AeroTEM II system - a high-resolution helicopter-borne electromagnetic (EM)
system developed by Canadian company Aeroquest. The survey is being used to
locate drilling targets. Airborne EM is particularly effective over glacial
terrains, such as Finland, where sediments may hide ore bodies. The conductive
sulphide minerals that we are seeking are typically close the surface, due to
glacial erosion. Aeroquest will provide us with advanced data processing and
interpretation in industry standard formats and high quality coloured maps.
Geophysicist Steve Balch, our former Vice President of Exploration, who has
expert knowledge of the AeroTEM system, is supervising quality control and
assurance during data acquisition.





During
the next twelve months, we also intend to continue to seek out and acquire the
mineral rights to other mineral exploration properties, which, in the opinion of
our consulting geologist, offer attractive mineral exploration opportunities. We
are currently considering the acquisition of additional rights to exploration
properties, but there is no assurance that we will be successful in acquiring
the mineral rights to any mineral exploration properties.





Plan
of Operations





Our plan
of operations within the next twelve months is to pursue our planned exploration
program as described above. In particular, we plan to complete the following
objectives within the time periods specified, subject to our obtaining the
funding necessary:





1.     In
accordance with the terms of the agreements pursuant to which we acquired our
mineral property interests in the Enonkoski Property, we plan to incur the
following costs with respect to our mineral property interests over the next
twelve months:




o
            first
      year work commitment expenditures of $1.8 million with respect to the
      Enonkoski properties to be incurred by November 30, 2008;
    and






o
            a
      third option payment of 600,000 euros (US $894,000 based on the noon
      buying rate on August 12, 2008 of Euro 1.00 : US$1.49) with respect to the
      Enonkoski properties to be paid by November 30,
  2008,




2.     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
$3.3 million dollars. As at June 30, 2008, we had cash and cash equivalents of
$525,485 and working capital of $417,158. 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 12 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.








29
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Results
of Operations





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





We
reported a credit balance of expenses in the amount of $2,838,958 for the three
months ended June 30, 2008, compared to expenses of $3,667,564 for the same
reporting period in the prior year. We reported a credit balance of expenses in
the amount of $1,674,545 for the six months ended June 30, 2008, compared to
expenses of $4,394,734 for the same reporting period in the prior year. Thedecrease in reported
expenses was attributable to stock-based compensation being credited to
operations in the amount of $3,670,883 for the three months ended June 30, 2008
and $3,245,532 for the six months ended June 30, 2008 as a result of the
expiration and cancellation of stock options during the reporting
period.  Thedecrease in reported
expenses was attributable a decrease in mineral property acquisition and
exploration expenditures, which decreased to $18,798 for the three months ended
June 30, 2008 from $1,230,052 for the three months ended June 30,
2007.  Mineral property acquisition and exploration expenditures for
the six months ended June 30, 2008 decreased to $360,530 from $1,230,052 for the
for the six months ended June 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.





We
reported other income of $1,619 for the three months ended June 30, 2008 and
other income of $33,883 for the three months ended June 30, 2007. We reported
other income of $8,345 for the six months ended June 30, 2008 and other income
of $33,883 for the six months ended June 30, 2007. Other income during the three
and six months ended June 30, 2008 and 2007 consisted solely of interest
income.





We had a
net gain of $2,840,577 for the three months ended June 30, 2008 as compared to a
net loss of $3,633,681 for the three months ended June 30,
2007.   We had a net gain of $1,682,890 for the six months ended
June 30, 2008 as compared to a net loss of $4,360,851 for the six months ended
June 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 June
30, 2008, we had cash and cash equivalents of $525,485 (December 31, 2007 -
$1,957,856) and working capital of $417,158 (December 31, 2007 - $1,368,636). 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 six months ended June 30, 2008 and 2007 used cash of
$1,392,704 and $1,454,311 respectively.





30
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Cash
Used in Investing Activities





In the
six months ended June 30, 2008, we used $39,667 in investing activities, as
compared to $35,407 used in investing activities during the six months ended
June 30, 2007.  In the six months ended June 30, 2008, $9,667 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. We did not obtain any cash from financing activities in
the six months ended June 30, 2008. Financing activities in the six months ended
June 30, 2007 provided cash of $2,832,550, all of which was from proceeds from
the issuance of common stock.





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet debt nor did we have any transactions, arrangements,
obligations (including contingent obligations) or other relationships with any
unconsolidated entities or other persons that may have material current or
future 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
June 30, 2008 of $10,496,622 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






31
 Table of Contents




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.





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 June 30, 2008.  This evaluation was
carried out under the supervision and with the participation of our former Chief
Executive Officer, Mr. Daniel Hunter, and our Chief Financial Officer, Mr.
Kenneth Phillippe.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of June 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






32
 Table of Contents




SEC's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.





Limitations on the
Effectiveness of Internal Controls





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





Changes in Internal Control
Over Financial Reporting





There
have been no changes in our internal controls over financial reporting
during the quarter ended June 30, 2008 that have materially affected or are
reasonably likely to materially affect such controls.







33
 Table of Contents


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 5% 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 June 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





In
accordance with the requirements of the Securities and 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:
            September
      3, 2008By: 
      /s/ Hector
      Ponte
                Hector Ponte
                Title:Chief
      Executive Officer and DirectorDate:
            September
      3, 2008By:
      /s/ Kenneth
      Phillippe
              Kenneth
      Phillippe
              Title:Chief
      Financial Officer and Director








35
 Table of Contents


AMAZON
GOLDSANDS LTD.


(the
“Registrant”)


(Commission
File No. 000-51203)


Exhibit Index


to


Quarterly
Report on Form 10-Q/A


for
the Quarter Ended June 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,
      200731.1
            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