2010 BCSECCOM 314
Cease Trade Order
Amazon Goldsands Ltd.
Section 164 of the Securities Act, R.S.B.C. 1996, c. 418
Amazon Goldsands Ltd.
Section 164 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 Amazon Goldsands Ltd. (Amazon) is an OTC reporting issuer under BC Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets(BCI 51-509).
¶ 2 Amazon has not filed:
1. comparative annual financial statements for its financial year ended December 31, 2009, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations(NI 51-102) and section 5(b) of BCI 51-509,
2. interim financial statements for the interim period ended March 31, 2010, as required under Part 4 of NI 51-102 and section 5(b) of BCI 51-509,
3. Form 51-102F1 Management's Discussion and Analysisfor the periods ended December 31, 2009 and March 31, 2010, as required under Part 5 of NI 51-102 and section 5(b) of BCI 51-509,
4. a Form 51-102F2 Annual Information Formfor the year ended December 31, 2009, as required under section 5(c) of BCI 51-509, and a technical report on its Peruvian mineral property as required by section 4.2(1)(f) of National Instrument 43-101 Disclosure Standards for Mineral Projects,
5. news releases and related material change reports disclosing:
(a) the appointment of Ken Phillippe as President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Secretary and Treasurer of Amazon on November 17, 2009, and
(b) the issue of 18,750,000 shares of common stock and warrants to purchase 18,750,000 shares of common stock with an exercise price of $0.10 per share, for gross proceeds of $1,875,000 pursuant to a private equity offering on March 25, 2010,
as required under Part 7 of NI 51-102 and section 5(b) of BCI 51-509, and
6. copies of the following documents that Amazon filed with the United States Securities and Exchange Commission:
(a) Form 8-K Current Reportdated November 15, 2009 and filed November 19, 2009,
(b) Form 10-Q Quarterly Reportfor the quarterly period ended September 30, 2009 filed November 23, 2009,
(c) Form 8-K Current Reportdated and filed February 3, 2010,
(d) Form 8-K Current Reportdated March 9, 2010 and filed March 11, 2010,
(e) Form 8-K Current Reportdated March 25, 2010 and filed March 26, 2010,
(f) Form 10-K/A Annual Report for the fiscal year ended December 31, 2009 filed April 15, 2010, and
(g) Form 10-Q Quarterly Reportfor the quarterly period ended March 31, 2010 filed May 24, 2010,
as required under section 11.1 of NI 51-102 and section 5(b) of BCI 51-509,
(the required records).
¶ 3 Under section 164(1) of the Act, the Executive Director orders that all trading in the securities of Amazon cease until:
1. it files the required records, completed in accordance with the Act and rules, and
2. the Executive Director makes an order under section 171 of the Act revoking this order.
¶ 4 June 3, 2010
Martin Eady, C.A.
Director
Corporate Finance