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<CAPTION> FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name and Ticker or Trading
quiring Statement Symbol
JNC Opportunity Fund Ltd. (Month/Day/Year) Queen Sand Resources Inc. (QSRI) (the "Company")
(Last) (First) (Middle)
July 18, 2000 5. Relationship of Reporting Person 6. If Amendment,
c/o Olympia Capital (Cayman) Ltd. to Issuer (Check all applicable) Date of Original
Williams House, 20 Reid Street 3. IRS or Social (Month/Day/Year)
(Street) Security Number of __ Director X_ 10% Owner
Reporting Person
(Voluntary) Officer (give __ Other (specify 7. Individual or Joint/
Hamilton Bermuda HM11 title below) below) Group Filing (check
(City) (State) (Zip) Applicable Line)
Executive Vice President X Form filed by One
and Chief Financial Officer Reporting Person
__ Form filed by More
than One Reporting
Person
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<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect Beneficial
1. Title of Security Beneficially Owned (D) or Indirect (I) Ownership (Instr. 5)
(Instr. 4) (Instr. 4) (Instr. 5)
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Common Stock, $.00015 par value 13,288,334 D(1)
("Common Stock")
*If form is filed by more than one reporting person see Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
(1) Encore Capital Management, L.L.C., a Delaware limited liability company located at 12007 Sunrise Valley Drive, Suite 460,
Reston, VA 20191 ("Encore"), has indirect beneficial ownership over all of the securities indicated on this Form 3 since, as
investment advisor to JNC Opportunity Fund Ltd., it has shared dispositive power with respect to the securities indicated on
this Form 3. Encore also serves as investment advisor to Diversified Strategies Fund, L.P. ("DSF"), located at 108 South
Madison Avenue, Louisville, Kentucky 40423, an Illinois Limited Partnership, which owns 283,827 shares of Common Stock.
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<CAPTION> Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership 6. Nature of
Security (Instr. 4) and Expiration Date Securities Underlying Exercise Price Form of Deri- Indirect
----------------------- (Month/Day/Year) Derivative Security of Derivative vative Sec- Beneficial
(Instr. 4) Security urity: Dir- Ownership
------------------------ ---------------------- ect (D) or In (Instr. 4)
Expira- Amount Direct (I)
Date Exer- tion or Number (Instr. 4)
cisable Date Title of Shares
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Common Stock Purchase July 18, 1998 July 8, 2001 Common 364,500 $7.50 D(2)
Warrant Stock
Explanation of Responses:
(2) DSF owns an identical warrant to purchase 10,500 shares of Common Stock.
JNC Opportunity Fund Ltd.
By: Encore Capital Management, L.L.C.,
its Investment Advisor
* Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. /s/ Neil T. Chau
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------------- -------------
Name: Neitl T. Chau Date
Title: Managing Member
Note: File three copies of this form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
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