QUEEN SAND RESOURCES INC
8-K, 1997-08-01
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                          Date of Report: July 21, 1997

                           QUEEN SAND RESOURCES, INC.
               (Exact name of registrant as specified in charter)

   Delaware                         0-21179                     75-2615565
 Jurisdiction of                Commission File               I.R.S. Employer
 Incorporation                       Number                   Identification
                                                                   Number

             3500 Oak Lawn, Suite 380, LB #31, Dallas, TX 75219-4398
                    (Address of principal executive offices)

                  Registrant's telephone number: (214) 521-9959


ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         Pursuant to the Securities Purchase Agreement, dated March 27, 1997
(the "Agreement") between Queen Sand Resources, Inc. (the "Company") and Joint
Energy Development Investments Limited Partnership, a Delaware limited
partnership ("JEDI"), the Company agreed to raise from the placement of its
common stock at least $5.4 million in net proceeds by December 31, 1997. To this
end, the Company plans to offer shares of its common stock to foreign persons
and entities on a continuing basis through the end of December, 1997.

         In this regard, on July 16, 1997 the Company sold an aggregate of
100,000 shares of its Common Stock to a foreign company for an aggregate of
$305,000. The Company paid $30,500 in commissions, including third party costs,
on the transaction.

The shares were issued to an entity that is not a "U.S. person" as that term is
defined under Regulation S and were issued pursuant to the exemption from
registration provided by Regulation S.
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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.

                                    QUEEN SAND RESOURCES, INC.


                                    By:   /s/    Edward J. Munden
                                          ------------------------------------
                                          Edward J. Munden,
                                          President and Chief Executive Officer
Dated:  July 21, 1997



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