mainbody.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
14C
Information
Statement Pursuant to Section 14(c)
Of
the Securities Exchange Act of 1934 (Amendment No. _______)
Check
the appropriate box:
[X]
Preliminary Information Statement
[_] Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[_] Definitive
Information Statement
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Amazon Goldsands
Ltd.
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(Name
of Registrant as Specified in its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required
[_] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1.
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Title
of each class of securities to which transaction
applies:
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______________________________________________________________
2. Aggregate
number of securities to which transaction applies:
______________________________________________________________
3. Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
______________________________________________________________
4. Proposed
maximum aggregate value of transaction:
______________________________________________________________
5. Total
fee paid:
______________________________________________________________
[_]
Fee paid previously with preliminary materials.
[_]
Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated
and state how it was determined):
[_] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify
the previous filing by registration number, or the Form or Schedule and the date
of its filing.
1. Amount
Previously Paid:
______________________________________________________________
2. Form,
Schedule or Registration Statement No.:
______________________________________________________________
3. Filing
Party:
______________________________________________________________
4. Date
Filed:
______________________________________________________________
AMAZON
GOLDSANDS LTD.
200
S. Virginia, 8th Floor
Reno,
Nevada 89501
Information
Statement Pursuant to Section 14(c)
Of
the Securities Exchange Act of 1934
We
are not asking you for a proxy
And
you are not requested to send us a proxy
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Reno,
Nevada
October
__, 2008
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This
information statement has been mailed on or about October __, 2008 to the
shareholders of record on October 6, 2008 (the “Record Date”) of Amazon
Goldsands Ltd., a Nevada corporation (the "Company") in connection with
certain actions to be taken by the written consent of the majority shareholders
of the Company, dated as of October 6, 2008. The actions to
be taken pursuant to the written consent shall be taken on or about
_______ __, 2008, twenty (20) days after the mailing of this information
statement.
This
is not a notice of a special meeting of shareholders and no shareholder meeting
will be held to consider and matter which will be described herein.
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By
Order of the Board of Directors,
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/s/ HECTOR
PONTE
Hector
Ponte
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Chairman
of the Board
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Notice
of action to be taken pursuant to the written consent of shareholders holding a
majority of the outstanding stock of the Company in lieu of a special meeting of
the shareholders, dated October __, 2008.
To Our
Shareholders:
Notice is
hereby given that the following action will be taken pursuant to a written
consent of a majority of shareholders dated October 6, 2008, in lieu of a
special meeting of the shareholders. Such action will be taken on or
about _______ __, 2008:
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1.
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To
Amend the Company's Articles of Incorporation, as amended, to increase the
aggregate number of authorized shares of capital stock of the Company to
four hundred million (400,000,000) shares and to create a series of blank
check preferred stock, as follows:
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(a)
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increase
the number of authorized shares of common stock, par value $0.00001 per
share (the “Common Stock”), of the Company from five million (5,000,000)
shares to two hundred million (200,000,000) shares;
and
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(b)
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authorize
the creation of two hundred million (200,000,000) shares of blank check
preferred stock, par value $0.001 per share (the “Preferred
Stock”).
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OUTSTANDING
SHARES AND VOTING RIGHTS
On
October 6, 2008, all of the members of the Company’s board of directors and the
shareholders holding a majority of the voting power of the Company approved
certain resolutions, including an amendment to the Company’s Articles of
Incorporation to increase the aggregate number of authorized shares of capital
stock of the Company to four hundred million (400,000,000) shares and to create
a series of blank check preferred stock, as
follows: (i) increase the number of authorized shares of Common
Stock from five million (5,000,000) to two hundred million (200,000,000), and
(ii) authorize the creation of two hundred million (200,000,000) shares of blank
check preferred stock.
As of
October 6, 2008, the Company's authorized capitalization consisted of five
million (5,000,000) shares of Common Stock, of which 4,191,252 shares were
issued and outstanding as of the Record Date. Holders of Common Stock
of the Company have no preemptive rights to acquire or subscribe to any of the
additional shares of Common Stock. Each share of Common Stock
entitles its holder to one vote on each matter submitted to the
shareholders. However, because shareholders holding at least a
majority of the voting rights of all outstanding shares of capital stock as at
the Record Date have voted in favor of the foregoing proposals by resolution
dated October 6, 2008; and having sufficient voting power to approve
such proposals through their ownership of capital stock, no shareholder consents
will be solicited in connection with this Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the
proposal will not be adopted until a date at least twenty (20) days after the
date on which this Information Statement has been mailed to the shareholders of
the Company. The Company anticipates that the actions contemplated
herein will be effected on or about the close of business on _______ __,
2008.
The
Company has asked brokers and other custodians, nominees and fiduciaries to
forward this Information Statement to the beneficial owners of the Common Stock
held of record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
This
Information Statement will serve as written notice to shareholders pursuant to
Section 78.370 of the Nevada Revised Statutes.
DISSENTERS’
RIGHT OF APPRAISAL
Pursuant
to Chapter 78, Nevada Revised Statutes, shareholders of our Common Stock are not
entitled to dissenters’ rights of appraisal with respect to the authorization of
the increase in our authorized Common Stock or the new class of blank check
preferred stock.
INTEREST
OF CERTAIN PERSONS IN OR
OPPOSITION
TO MATTERS TO BE ACTED UPON
None of
the following persons have any substantial interest, direct or indirect, by
security holdings or otherwise in the proposed amendments to our Articles of
Incorporation which is not shared by all other shareholders:
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·
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any
director or officer of our company since January 1, 2007, being the
commencement of our last completed audited financial
year;
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·
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any
proposed nominee for election as a director of our company;
and
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·
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any
associate or affiliate of any of the foregoing
persons.
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AMENDMENT
TO THE ARTICLES OF INCORPORATION
On
October 6, 2008, the board of directors of the Company approved an amendment,
subject to shareholder approval, to the Company’s Articles of Incorporation, as
amended, to increase the aggregate number of authorized shares of capital stock
of the Company to four hundred million (400,000,000) shares and to create a
series of blank check preferred stock, as follows: (i) increase
the number of authorized shares of Common Stock from five million (5,000,000) to
two hundred million (200,000,000), and (ii) authorize the creation of two
hundred million (200,000,000) shares of blank check preferred
stock. On October 6, 2008, the majority shareholders of the Company
approved the same resolution as the board of directors. The Company currently
has authorized capital stock of five million (5,000,000) shares and 4,191,252
shares of Common Stock are outstanding as of the Record Date.
CREATION
OF BLANK CHECK PREFERRED STOCK
The
amendment to the Company’s Articles of Incorporation, as amended, will create two hundred
million (200,000,000) authorized shares of "blank check" preferred
stock. The proposed Amendment to the Company’s Articles of
Incorporation, as amended, attached as Exhibit "A" to this information
statement, contains provisions related to the "blank check" preferred
stock. The following summary does not purport to be complete and is
qualified in its entirety by reference to the proposed Certificate of Amendment
to the Articles of Incorporation as set forth in Exhibit "A."
The term
"blank check" refers to preferred stock, the creation and issuance of which is
authorized in advance by the shareholders and the terms, rights and features of
which are determined by the board of directors of the Company upon
issuance. The authorization of such blank check preferred stock would
permit the board of directors to authorize and issue preferred stock from time
to time in one or more series.
Subject
to the provisions of the Company's Certificate of Amendment to the Articles of
Incorporation and the limitations prescribed by law, the board of directors
would be expressly authorized, at its discretion, to adopt resolutions to issue
shares, to fix the number of shares and to change the number of shares
constituting any series and to provide for or change the voting powers,
designations, preferences and relative, participating, optional or other special
rights,
qualifications,
limitations or restrictions thereof, including dividend rights (including
whether the dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any series of the preferred
stock, in each case without any further action or vote by the
shareholders. The board of directors would be required to make any
determination to issue shares of preferred stock based on its judgment as to the
best interests of the Company and its shareholders. The Amendment to
the Articles of Incorporation, as amended, would give the board of directors
flexibility, without further shareholder action, to issue preferred stock on
such terms and conditions as the board of directors deems to be in the best
interests of the Company and its shareholders.
The
Amendment to the Articles of Incorporation, as amended, will provide the Company
with increased financial flexibility in meeting future capital requirements by
providing another type of security in addition to its Common Stock, as it will
allow preferred stock to be available for issuance from time to time and with
such features as determined by the board of directors for any proper corporate
purpose. It is anticipated that such purposes may include exchanging
preferred stock for Common Stock and, without limitation, may include the
issuance for cash as a means of obtaining capital for use by the Company, or
issuance as part or all of the consideration required to be paid by the Company
for acquisitions of other businesses or assets.
Any
issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing the number of outstanding shares entitled to vote and
by increasing the number of votes required to approve a change in control of the
Company. Shares of voting or convertible preferred stock could be
issued, or rights to purchase such shares could be issued, to render more
difficult or discourage an attempt to obtain control of the Company by means of
a tender offer, proxy contest, merger or otherwise. The ability of
the board of directors to issue such additional shares of preferred stock, with
the rights and preferences it deems advisable, could discourage an attempt by a
party to acquire control of the Company by tender offer or other
means. Such issuances could therefore deprive shareholders of
benefits that could result from such an attempt, such as the realization of a
premium over the market price that such an attempt could cause. Moreover, the
issuance of such additional shares of preferred stock to persons friendly to the
board of directors could make it more difficult to remove incumbent managers and
directors from office even if such change were to be favorable to shareholders
generally.
While the
amendment may have anti-takeover ramifications, the board of directors believes
that the financial flexibility offered by the amendment outweighs any
disadvantages. To the extent that the amendment may have anti-takeover effects,
the amendment may encourage persons seeking to acquire the Company to negotiate
directly with the board of directors enabling the board of directors to consider
the proposed transaction in a manner that best serves the shareholders'
interests.
There are
current no plans, arrangements, commitments or understandings for the issuance
of shares of preferred stock.
INCREASE
IN AUTHORIZED COMMON STOCK
The terms
of the additional shares of Common Stock will be identical to those of the
currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of Common
Stock will reduce the current shareholders' percentage ownership interest in the
total outstanding shares of Common Stock. This Amendment to the
Articles of Incorporation, as amended, and the creation of additional shares of
authorized Common Stock will not alter the current number of issued
shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this Amendment to the Articles of
Incorporation, as amended.
As of the
Record Date, a total of 4,191,252 shares of the Company's currently authorized
five million (5,000,000) shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued
shares of Common Stock would enable the Company, without further shareholder
approval, to issue shares from time to time as may be required for proper
business purposes, such as raising additional capital for ongoing operations,
business and asset acquisitions, stock splits and dividends, present and future
employee benefit programs and other corporate purposes.
The
proposed increase in the authorized number of shares of Common Stock could have
a number of effects on the Company's shareholders depending upon the exact
nature and circumstances of any actual issuances of authorized but unissued
shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be
issued by the Company so as to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company, even if the persons seeking to
obtain control of the Company offer an above-market premium that is favored by a
majority of the independent shareholders. Similarly, the issuance of
additional shares to certain persons allied with the Company's management could
have the effect of making it more difficult to remove the Company's current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. The Company does not have any other provisions
in its Articles of Incorporation, as amended, by-laws, employment agreements,
credit agreements or any other documents that have material anti-takeover
consequences. Additionally, the Company has no plans or proposals to
adopt other provisions or enter into other arrangements, except as disclosed
below, that may have material anti-takeover consequences. The board
of directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented with the intent
that it be utilized as a type of anti- takeover device.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of October 6, 2008 regarding current beneficial
ownership of the shares of any class of our capital stock by (i) each person
known by us to own more than five percent (5%) of the outstanding shares of our
capital stock, (ii) each of our executive officers and directors, and (iii) all
of our executive officers and directors as a group. Except as noted,
each person has sole voting and sole investment or dispositive power with
respect to the shares shown. The information presented is based on
4,191,252 outstanding shares of
Common Stock. Except as otherwise indicated, the address of each
person named in this table is c/o Amazon Goldsands Ltd., 200 S.
Virginia, 8th Floor, Reno, Nevada 89501.
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Title
of class
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Name
and address
of
beneficial owner
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Amount
of
Beneficial
Ownership
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Percent
of
class*
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Executive
Officers & Directors:
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Common
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Hector
Ponte
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0
shares
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0%
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Common
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Carlos
Stocker
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0
shares
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0%
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Common
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John
Keenan
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0
shares
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0%
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Common
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Robert
Van Tassell
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2,500
(1)
shares
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Less
than 1%
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Common
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David
Kerr
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0
shares
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0%
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Common
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David
Grant
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0
shares
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0%
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Total
of All Directors and Executive Officers:
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2,500
(1)
shares
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Less
than 1%
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More
Than 5% Beneficial Owners:
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Common
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Temasek
Investments Inc.
Suite
1-A, #5
Calle
Eusebio A. Morales
El
Cangrejo, Panama City, Panama
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2,500,000
shares
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59.6%
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(1)
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Includes
2,500 shares vesting on April 18, 2008. Mr. Van Tassell was granted a
restricted stock award under our Stock Incentive Plan at a deemed price of
$0.0725 per share vesting as follows: (i) one half (2,500 shares) vesting
on April 17, 2008 and (ii) the remaining one half (that being the
remaining 2,500 shares) vesting on April 17,
2009.
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ADDITIONAL
INFORMATION
This
Company is subject to the information requirements of the Securities Exchange
Act of 1934, as amended, and in accordance therewith files reports and other
information including annual and quarterly reports on Form 10-K and Form 10-Q
with the Securities and Exchange Commission. Reports and other
information filed by us can be inspected and copied at the public reference
facilities maintained at the Securities and Exchange Commission at Room 1024,
450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can be obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, DC
20549, at prescribed rates. The Securities and Exchange Commission
also maintains a web site on the internet (http://www.sec.gov) where reports,
proxy and information statements and other information regarding issuers that
file electronically with the Securities and Exchange Commission through the
Electronic Data Gathering, Analysis and Retrieval System may be obtained free of
charge.
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By
Order of the Board of Directors,
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/s/
Hector
Ponte
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Hector
Ponte
Chairman
of the Board
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Reno,
Nevada
October
__, 2008
APPENDIX
A
CERTIFICATE
OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA
PROFIT
CORPORATIONS
(PURSUANT
TO NRS 78.385 AND 78.390 — AFTER ISSUANCE OF STOCK)
1.
Name of corporation: Amazon Goldsands Ltd.
2.
Amendment: The articles have been amended as follows (provide article numbers,
if available):
The
articles of incorporation of the Corporation are hereby amended by replacing
Article Four, in its entirety, with the following:
(a) Authorized
Shares. The aggregate number of shares that the corporation
will have authority to issue is Four Hundred Million (400,000,000), of which Two
Hundred Million (200,000,000) shares will be Common Stock, par value $0.00001,
and Two Hundred Million (200,000,000) shares will be blank check preferred
stock, par value $0.001.
(b) Blank Check Preferred Stock.
The Board of Directors is authorized, subject to limitations prescribed
in this Article IV, to provide for the issuance of the shares of blank check
Preferred Stock in series, to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of
Directors with respect to the Preferred Stock in this Article IV. applies only
to any wholly unissued class of shares of Preferred Stock or to any wholly
unissued series of any class of Preferred Stock. The authority of the
Board of Directors with respect to each series will include, but not be limited
to, the rights to determine the following:
(i) The
number of shares constituting that series and the distinctive designation of
that series, which may be a distinguishing number, letter or title;
(ii) The
dividend rate on the shares of that series, whether dividends will be
cumulative, and if so, from which date(s), and the relative rights of priority,
if any, of payment of dividends on shares of that series;
(iii) Whether
that series will have voting rights, in addition to the voting rights provided
by law, and, if so, the terms of such voting rights;
(iv) Whether
that series will have conversion privileges and, if so, the terms and conditions
of such conversion, including provision for adjustment of the conversion rate in
such events as the Board of Directors determines;
(v) Whether
or not the shares of that series will be redeemable and, if so, the terms and
conditions of such redemption, including the date or date upon or after which
they are redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different redemption
dates;
(vi) Whether
that series will have a sinking fund for the redemption or purchase of shares of
that series and, if so, the terms and amount of such sinking fund;
(vii) The
rights of the shares of that series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the corporation, and the relative
rights of priority, if any, of payment of shares of that series;
and
(viii) Any other
relative rights, preferences and limitations of that series.
Each
series of serial preferred stock, in preference to the Common Stock, will be
entitled to dividends from funds or other assets legally available therefore, at
such rates, payable at such times and cumulative to the extent as may be fixed
by the Board of Directors of the corporation pursuant to the authority herein
conferred upon it. In the event of dissolution or liquidation of the
corporation, voluntary or involuntary, the holders of serial preferred stock, in
preference to the Common Stock, will be entitled to receive such amount or
amounts as may be fixed by the Board of Directors of the corporation pursuant to
the authority herein conferred upon it. Preference stock of any
series redeemed, converted, exchanged, purchased or otherwise acquired by the
corporation shall be canceled by the corporation and returned to the status of
authorized but unissued preference stock. All shares of any series of
serial preferred stock, as between themselves, shall rank equally and be
identical; and all series of serial preferred stock, as between themselves,
shall rank equally and be identical, except as set forth in resolutions of the
Board of Directors authorizing the issuance of the series.
3.
The vote by which the shareholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 59.6% in
favor.
4.
Effective Date of filing (optional):
5.
Officer Signature:
/s/ Hector
Ponte
Hector
Ponte
President,
Chief Executive Officer and Director