UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): August 29, 2011~~1934

Date of Report (Date of earliest event reported): January 20, 2012

Goldsands Development Company

(Exact name of registrant as specified in its charter)

Delaware	000-49725	88-0455809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Calle Juan Fanning 219, Miraflores, Lima, ~~Perú~~Peru (Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: +51-1-446-6807

~~_________________________________________________________~~________________________________________________________ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (1717CFR ~~CFR~~ 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 1.~~07 Submission~~01. ofEntry ~~Matters~~into to a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

On January 20, 2012, Goldsands Development Company (the “Company”) ~~held~~entered ~~its~~into ~~2011~~a ~~Annual~~Mineral ~~Meeting~~Right Option and Joint Venture Agreement (the “Agreement”) with Mineros S.A., a company organized under the laws of ~~Shareholders~~Colombia (“~~Annual~~Mineros”), ~~Meeting~~under which the Company granted Mineros two exclusive options entitling Mineros to potentially acquire an 85% interest in the Company’s ownership interest of fifty (50) mineral rights concessions located in northeast Peru (the “Mineral Rights”) onwhich ~~August~~the ~~29,~~Company ~~2011~~refers to as its Peru GoldSands project. AtThe Company’s ownership interest in the ~~Annual~~Mineral ~~Meeting~~Rights is comprised of a 100% ownership interest in forty-one mineral rights concessions, ~~the~~which ~~matters~~is ~~submitted~~subject ~~for~~to a ~~vote~~2.5% ~~were~~net returns royalty, and a 33% ownership interest in nine mineral rights concessions with the ~~following~~option ~~proposals:~~to acquire the remaining 67% ownership in these nine mineral rights concessions over the next 12 months.

·Pursuant Ato ~~proposal~~the toterms ~~elect~~of the Agreement, the Company also granted Mineros access to the ~~five~~property ~~directors~~underlying the Mineral Rights in order for Mineros to ~~serve~~be asable ~~directors~~to collect samples and conduct a due diligence investigation for a ~~term~~period toof ~~continue~~ninety ~~until~~days ~~the~~beginning February 1, 2012 ~~Annual~~(the ~~Meeting~~“Due ofDiligence ~~Shareholders~~Period”). orMineros ~~until~~is aresponsible ~~successor~~for ~~has~~all ~~been~~costs ~~elected~~incurred ~~and~~in ~~qualified;~~connection with its due diligence investigation, which may include services performed by the Company.

·Within Aten ~~proposal~~days following the completion of the Due Diligence Period, Mineros must either terminate the Agreement and Mineros' involvement with the Peru GoldSands project or proceed to ~~amend~~exercise the first option (“Option 1”). Should Mineros exercise Option 1, the Company’s ~~Certificate~~would be prohibited during the subsequent option period of ~~Incorporation~~up to ~~increase~~a maximum of 24 months (the ~~authorized~~“Option ~~amount~~1 ofPeriod”) ~~common~~from ~~stock,~~entering ~~par~~into ~~value~~any $0other negotiations relating to the Mining Rights or to make any further efforts to seek other potential business arrangements concerning the Mining Rights.~~001~~ In ~~per~~exchange ~~share~~for exercising Option 1, ~~from~~Mineros ~~300~~will be obligated to pay the Company US$200,000 each four-month period during the Option 1 Period,~~000~~ ~~shares~~which toshall ~~600~~be considered as an advanced profit and shall be credited towards payment of future amounts,~~000~~ if any,~~000~~ ~~shares;~~payable to the Company should the parties enter into a joint venture to produce the Mineral Rights. During the Option 1 Period, Mineros would have the right to terminate the Agreement and its involvement with the Peru GoldSands project without incurring any liability by giving the Company one prior months notice.

·Subject ~~A proposal~~ to ~~amend~~ the ~~Company’s~~prior ~~Certificate~~exercise by Mineros of ~~Incorporation~~Option to1 ~~designate~~above, ~~the~~Mineros 50may,~~000~~ within 27 months from February 1,~~000~~ ~~shares~~2012, exercise the second option (“Option 2”) which would result in the parties entering into a joint venture (“JV”) through the formation of a special purpose entity (“SPE”) whereby Mineros would own an 85% interest in the SPE and the Company would own the remaining 15% interest in the SPE. In the event that the parties do enter into the JV, the Company’s ~~authorized~~interest ~~preferred~~in ~~stock~~the JV would be a 15% net profits interest that is on a carried, $0no capital costs basis, meaning that all capital equipment costs related to the development of the concession would be paid by Mineros.~~001~~ ~~par~~In ~~value~~addition ~~per~~to ~~share~~fulfilling the requirements under Option 1 above, asMineros would be required to expend a ~~class~~minimum of ~~“blank~~US$ ~~check”~~3,500,000 ~~preferred~~on ~~stock;~~exploration and development of the property underlying the Mining Rights in order to exercise Option 2. Such costs would be the sole responsibility of Mineros and are not part of the JV.

· A proposal to ratify the appointment of James Stafford, Inc., Chartered Accountants as the Company’s independent registered public accounting firm.

A total of 138,658,501 shares of Common Stock were represented at the Annual Meeting in person or by proxy. Each share of Common Stock was entitled to one vote. As of the record date for the meeting, there were 187,517,618 shares of Common Stock outstanding.

All of the nominated directors were elected. The results of the vote on the election of directors were:

Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Patrick Gorman	99,517,174	716,104	59,409,784
Peter Wiget	99,419,724	813,554	59,409,784
Alois Wiget	99,243,744	989,534	59,409,784
Robert Van Tassell	99,443,324	789,954	59,409,784
Michael Stocker	99,342,174	891,104	59,409,784

The amendment of the Company’s Certificate of Incorporation to increase the authorized amount of common stock, par value $0.001 per share, from 300,000,000 shares to 600,000,000 shares was approved and the results were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
126,429,139	10,835,485	1,393,875	21,866,364

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~~The~~In ~~amendment~~the event that Mineros exercised Option 1 and Option 2 described above and the parties formed the proposed JV, Mineros would be solely responsible for developing a feasible mining project and all necessary facilities for the extraction, crushing, processing and beneficiation of commercially valuable minerals, including all necessary facilities for compliance with applicable laws, including environmental laws governing mining activity in Peru. All necessary capital costs and investment required for the ~~Company’s~~development ~~Certificate~~of a feasible project are required to be supported exclusively by Mineros. Mineros, as the operator, would further be required to maintain a true and correct set of ~~Incorporation~~records pertaining to ~~designate~~the exploration and evaluation of the 50concessions and any resulting mining operation and provide written monthly reports to the Company. The Company would have the right,~~000~~ upon request,~~000~~ ~~shares~~to audit any and all records of Mineros relating to the JV operations. The Company’s ~~authorized~~would ~~preferred~~have ~~stock~~the right to monitor, ~~$0.001~~at ~~par~~its ~~value~~own ~~per~~expense, ~~share~~all activities related to the JV performed by Mineros or its subcontractors which would include, asbut anot ~~class~~be oflimited ~~“blank~~to, ~~check”~~the ~~preferred~~right ~~stock~~to ~~was~~make ~~approved~~site inspections at any time; to bring experts and consultants on site to examine or evaluate completed work or work in progress; to examine the ~~results~~books, ~~were~~ledgers, asdocuments, ~~follows:~~papers, and records pertinent to the agreement; and, to observe personnel in every phase of performance of the related work.

Votes For	Votes Against	Abstentions	Broker Non-Votes
95,482,692	3,794,421	956,165	59,409,784

The Company can provide no assurance that this Agreement will result in the Company and Mineros entering into a joint venture agreement for the purpose of carrying out further development work and production on the Mineral Rights. In addition, this Agreement should not be construed as any indication that the Company’s Peru GoldSands project contains alluvial gold in economical quantities that would support any commercial production.

The ~~appointment~~foregoing description of ~~James~~the ~~Stafford,~~Agreement ~~Inc.,~~does ~~Chartered~~not ~~Accountants~~purport asto ~~the~~be ~~Company’s~~complete ~~independent~~and ~~auditor~~is ~~for~~qualified ~~2011~~in ~~was~~its ~~ratified.~~entirety ~~The~~by ~~results~~reference to the full text of the ~~vote~~Agreement, which is filed as Exhibit 10.1 to this Current Report on ~~the~~Form ~~ratification~~8-K ofand ~~the~~incorporated ~~appointment~~herein ofby ~~James~~reference. ~~Stafford,~~The ~~Inc~~Company’s related press release is furnished as Exhibit 99.,1 ~~Chartered~~to ~~Accountants~~this ~~were:~~Current Report on Form 8-K.

Votes For	Votes Against	Abstentions
137,009,125	788,235	771,141

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

10.1		Mineral Right Option and Joint Venture Agreement by and between Mineros S.A. and Goldsands Development Company made and entered into as of January 20, 2012

99.1		Press Release of Goldsands Development Company dated January 25, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Goldsands Development Company

/s/ Michael Stocker

Name: Michael Stocker

Title: Chief Executive Officer

Date: ~~August~~ January 3025, ~~2011~~2012

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