Edgar Filing: BLACKSANDS PETROLEUM, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For the Period ended July 31, 2007

Commission File Number 000-51427

BLACKSANDS PETROLEUM, INC.

(Name of small business issuer in its charter)

	Nevada	20-1740044
	(State of incorporation)	(IRS Employer ID Number)

Suite 1250, 645 7^th Avenue SW

Calgary, Alberta Canada T2P 4G8

(Address and telephone number of principal executive offices)

(403) 806-1677

Issuer’s telephone number

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

There were 44,854,700 shares of Common Stock outstanding as of September 14, 2007.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended July 31, 2007 are not necessarily indicative of the results that may be expected for the full fiscal year.

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Balance Sheets

	(Unaudited) As of July 31, 2007			(Audited) As of October 31, 2006

A S S E T S
Current Assets
Cash held at bank	$	21,750		$	752,788
Cash held in attorney’s trust account		119,702			40,650
Restricted Cash - held in Escrow (note 4)		9,854,407			10,854,407
Prepaid expenses		24,340			3,494
Loan receivable from Access Energy Inc. (note 12)		234,350			-
Total Current Assets		10,254,549			11,651,339

Property and Equipment – net		27,365			31,325

Other Assets
Exclusivity agreement deposit (note 12)		93,740			-
Rent Deposit		10,424			9,902
Total Other Assets		104,164			9,902
Total Assets	$	10,386,078		$	11,692,566

L I A B I L I T I E S A N D S T O C K H O L D E R S’ E Q U I T Y

Current Liabilities
Accounts payable and accrued liabilities	$	173,138		$	97,812
Accounts payable to related parties		13,730			2,226
Total Current Liabilities		186,868			100,038

Stockholders’ Equity
Common Stock (note 3)		74,855			74,855
Additional Paid-in-Capital		11,875,653			11,867,547
Treasury stock, at cost		(50,000	)		-
Accumulated Comprehensive Loss		(10,015	)		(2,296	)
Deficit accumulated during the development stage		(1,691,283	)		(347,578	)
Total Stockholders' Equity		10,199,210			11,592,528
Total Liabilities and Stockholders' Equity	$	10,386,078		$	11,692,566

See accompanying notes to Financial Statements.

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Statements of Operations

	(Unaudited) For the Nine Months Ended July 31, 2007			(Unaudited) For the Nine Months Ended July 31, 2006			(Unaudited) For the Three Months Ended July 31, 2007			(Unaudited) For the Three Months Ended July 31, 2006			(Unaudited) From Inception (October 12, 2004) through July 31, 2007

Revenues:
Revenue	$	-		$	-		$	-		$	-		$	-
Total Revenues		-			-			-			-			-

Expenses:
Professional Fees		421,363			156,229			211,571			155,604			736,804
Loss on abandoned fixed assets		-			1,494			-			1,494			1,494
Employee remuneration		40,083			15,622			14,091			15,622			69,545
Website & contract services		13,079			8,144			12,019			8,144			23,777
Depreciation		6,065			42			2,059			-			8,508
Exploration expenses (note 12)		1,129,401			-			5,372			-			1,129,401
Office and Administration		82,447			42,770			26,600			38,659			181,620
Total Expenses		1,692,438			224,301			271,712			219,523			2,151,149
Net loss from Operations		(1,692,438	)		(224,301	)		(271,712	)		(219,523	)		(2,151,149	)

Other Income and Expenses:
Interest Income		351,450			-			113,190			-			487,271
Gain (loss) from Currency Transaction		(2,717	)		-			(3,955	)		-			(2,403	)
Net Loss before Taxes		(1,343,705	)		(224,301	)		(162,477	)		(219,523	)		(1,666,281	)

Provision for Income Taxes:
Income Tax Benefit		-			-			-			-			-
Net Loss	$	(1,343,705	)	$	(224,301	)	$	(162,477	)	$	(219,523	)	$	(1,666,281	)

Other Comprehensive Income (Loss)	$	(7,719	)	$	1,823		$	(5,199	)	$	-		$	(10,015	)

Total Comprehensive Loss	$	(1,351,424	)	$	(222,478	)	$	(167,676	)	$	(219,523	)	$	(1,676,296	)

Basic and Diluted Loss Per Common Share	$	(0.03	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.03	)
Weighted Average number of Common Shares used in per share calculations		45,514,041			63,000,000			44,854,700			63,000,000			49,799,626

See accompanying notes to Financial Statements.

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Statement of Changes in Stockholders’ Equity

(Unaudited)

	Shares			Par Value $0.001		Additional Paid-In Capital			Treasury Stock			Other Compre- hensive Income			Deficit Accumulated During Development Stage			Stockholder’s Equity

Balance – October 12, 2004 - (inception)		-		$	-	$	-		$	-		$	-		$	-		$	-
Stock issued for cash - October 12, 2004 (1)		30,000,000			30,000		-			-			-			(25,000	)		5,000
Foreign Currency Translation Adjustment		-			-		-			-			( 5	)		-			( 5	)
Net Loss		-			-		-			-			-			-			-
Balance – October 31, 2004		30,000,000			30,000		-			-			( 5	)		(25,000	)		4,995

Stock issued for cash - March 4, 2005 (1)		33,000,000			33,000		22,000			-			-			-			55,000
Foreign Currency Translation Adjustment		-			-		-			-			( 2,787	)		-			( 2,787	)
Net Loss		-			-		-			-			-			( 13,780	)		( 13,780	)
Balance – October 31, 2005		63,000,000			63,000		22,000			-			( 2,792	)		( 38,780	)		43,428

Equity Compensation - Granted August 1, 2006		-			-		21,620			-			-			-			21,620
Deferred equity compensation		-			-		(18,918	)		-			-			-			( 18,918	)
Stock issued for cash - August 10, 2006		10,854,700			10,855		10,843,845			-			-			-			10,854,700
Stock issued on conversion of Debentures - August 10, 2006		1,000,000			1,000		999,000			-			-			-			1,000,000
Foreign Currency Translation Adjustment		-			-		-			-			496			-			496
Net Loss		-			-		-			-			-			( 308,798	)		( 308,798	)

Balance – October 31, 2006		74,854,700			74,855		11,867,547			-			(2,296	)		(347,578	)		11,592,528

Stock repurchased for cash-November 6, 2006		( 30,000,000	)		-		-			(50,000	)		-			-			( 50,000	)
Equity compensation expensed		-			-		8,106			-			-			-			8,106
Foreign Currency Translation Adjustment		-			-		-			-			(7,719	)		-			(7,719	)
Net Loss		-			-		-			-			-			( 1,343,705	)		( 1,343,705	)

Balance – July 31, 2007		44,854,700		$	74,855	$	11,875,653		$	(50,000	)	$	(10,015	)	$	(1,691,283	)	$	10,199,210

(1) On May 6, 2006, the Company declared a 30 for 1 forward stock split (the “Stock Split”) in the form of a dividend. The record date for the stock split was June 21, 2006. The stock split has been recorded retroactively.

See accompanying notes to Financial Statements.

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Statements of Cash Flows

	(Unaudited) November 1, 2006 Through July 31, 2007			(Unaudited) November 1, 2005 Through July 31, 2006			(Unaudited) From Inception (October 12, 2004) Through July 31, 2007
Cash Flows from Operating Activities:
Net Loss	$	(1,343,705	)	$	(224,301	)	$	(1,666,281	)
Adjustments to reconcile net loss to net cash used by operating activites:
Foreign Currency Income (Loss)		(7,719	)		1,823			(10,015	)
Equity compensation expense		8,106			-			10,808
Loss on abandoned fixed assets		-			1,494			1,494
Office Equipment and Furniture: Depreciation		6,065			42			8,508
Changes in Operating assets and liabilities
Prepaid expenses		(20,846	)		-			(24,340	)
Exclusivity agreement deposit		(93,740	)		-			(93,740	)
Rent Deposit		(522	)		(9,167	)		(10,424	)
Accounts payable and accrued liabilities		75,326			15,308			173,138
Payroll and withholding taxes payable					(15	)		-
Accounts payable to related party		11,504			1,853			13,730
Net Cash Used in Operating Activities		(1,365,531	)		(212,963	)		(1,597,122	)

Cash Flows from Investing Activities:
Loan to Access Energy Inc.		(234,350	)		-			(234,350	)
Purchase of property and equipment		(2,105	)		-			(37,369	)
Net Cash Used in Investing Activities		(236,455	)		-			(271,719	)

Cash Flows from Financing Activities:
Issue of convertible debentures		-			1,000,000			1,000,000
Repurchase of Common Stock		(50,000	)		-			(50,000	)
Sales of Common Stock		-			-			10,914,700
Net Cash (Used in) Provided by Financing Activities		(50,000	)		1,000,000			11,864,700

Net Increase (Decrease) in Cash		(1,651,986	)		787,037			9,995,859
Cash Balance, Beginning of Period		11,647,845			41,048			-
Cash Balance, End of Period	$	9,995,859		$	828,085		$	9,995,859

Supplemental Disclosures:
Cash Paid for interest	$	-		$	-		$	-
Cash Paid for income taxes	$	-		$	-		$	-

Non-cash financing activities:
Conversion of debentures into stock and warrants	$	-		$	-		$	1,000,000

See accompanying notes to Financial Statements.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business and history - Blacksands Petroleum, Inc. (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on October 12, 2004 as Lam Liang Corp. The Company was formed to design, produce and sell computer laptop cases for women through a subsidiary, which was subsequently dissolved on June 5, 2006. The Company's operations were limited to general administrative operations and development of its first product line and is considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7, and exited its plan of operation on May 6, 2006. The Company does not currently have an operating business and is looking to capitalize on the experience and knowledge of its management in considering possible strategic transactions in the unconventional oil industry. To indicate its new direction into the unconventional oil industry, the Company filed a Certificate of Amendment to its Articles of Incorporation on June 9, 2006 to change its name from “Lam Liang Corp.” to “Blacksands Petroleum, Inc.” On August 3, 2007 the Company completed its purchase of 75% of the capital of Access Energy Inc., an oil and gas exploration and development company. Prior to the purchase, the Company was a “shell” company as that term is defined in Rule 12b-2 of the Exchange Act. By consummating the purchase, the Company succeeded at its business plan, which was to enter the unconventional petroleum industry by acquiring a suitable target company.

Basis of Presentation - The interim financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at July 31, 2007, the results of operations for the three and nine months ended July 31, 2007 and 2006, and the cash flows for the nine months ended July 31, 2007 and 2006. The results of operations for the three and nine months ended July 31, 2007 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending October 31, 2007.

Going Concern. The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Year end - The Company's fiscal year end is October 31.

Principles of consolidation - The consolidated financial statements include the accounts of the Company and its subsidiary (up to the date of dissolution of the subsidiary). All significant inter-company transactions and balances have been eliminated.

Use of estimates - The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

Concentration of credit risks - The Company's cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $100,000 and by Canada Deposit Insurance Corporation ("CDIC") up to Cdn$100,000. During quarter ended July 31, 2007, the Company has reached bank balances exceeding the FDIC and CDIC insurance limits. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and natural gas properties. Unproved oil and gas properties are periodically assessed and any impairment in value is charged to exploration expense. The costs of unproved properties, which are determined to be productive are transferred to proved oil and gas properties and amortized on an equivalent unit-of-production basis. Exploratory expenses, including geological and geophysical expenses and delay rentals for unevaluated oil and gas properties, are charged to expense as incurred. Exploratory drilling costs are initially capitalized as unproved property but charged to expense if and when the well is determined not to have found proved oil and gas reserves. In accordance with Statement of Financial Accounting Standards No. 19, exploratory drilling costs are evaluated within a one-year period after the completion of drilling.

Property and equipment - Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 27 years. The amounts of depreciation provided are sufficient to charge the cost of the related assets to operations over their estimated useful lives. Upon sale or other disposition of a depreciable property, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has not established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization.

Net loss per common share - The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the quarter ended July 31, 2007, 13,054,000 options and warrants were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive. For the period from November 1, 2005 to July 31, 2006 there were 1,000,000 options and warrants excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive income (loss)– Until May 6, 2006, the Company’s bank accounts were located in Thailand, with funds denominated in Thai Baht. Foreign currency translation losses up to that date were $969. The Company’s funds at October 31, 2006 and at July 31, 2007 were held in Canadian and U.S. Dollar bank accounts and trust and escrow accounts maintained by the Company’s lawyers in U.S. Dollars. Foreign currency translation losses for the quarter ended July 31, 2007 amounted to $5,199. Foreign currency translation losses for the nine months ended July 31, 2007 were $7,719. Total foreign currency translation losses from October 12, 2004 to July 31, 2007 were $10,015. See note 8 regarding comprehensive income.

Foreign Currency Translation – Up to May 6, 2006, the Company's functional currency was Thai baht as substantially all of the Company's operations were in Thailand. The Company used the United States Dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with the SFAS No. 52 - “Foreign Currency Translation”. Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the comprehensive income account in stockholder's equity, if applicable.

In April 2006, the Company's existing officers resigned and Darren Stevenson was appointed as the new President, Secretary and Chief Executive Officer of the Company, and on May 6, 2006, the Company's board of directors resigned and Mr. Stevenson and Bruno Mosimann became the Company's new directors. As a result of these events, the Company's operations have moved to Canada and although the Company maintains substantial funds in United States Dollars the functional currency of the Company is the Canadian Dollar. The Company continues to use the United States Dollar as its reporting currency for consistency with registrants of the SEC.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other items on the statement of operations.

Revenue recognition - The Company has no revenues to date from its operations.

New accounting pronouncements -

No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard became effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company has adopted this standard effective for the year ended October 31, 2006.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”). SFAS 154 replaces Accounting Principles Board Opinion No. 20 “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28.” SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. SFAS 154 requires “retrospective application” of the direct effect of a voluntary change in accounting principle to prior periods’ financial statements where it is practicable to do so. SFAS 154 also redefines the term “restatement” to mean the correction of an error by revising previously issued financial statements. SFAS 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005 unless adopted early. The Company does not expect the adoption of SFAS 154 to have a material impact on its consolidated financial position, results of operations or cash flows, except to the extent that the statement subsequently requires retrospective application of a future item.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments (“SFAS No. 155”), which amends Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”) and Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”). SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. The Company does not expect the adoption of SFAS 155 to have a material impact on its consolidated financial position, results of operations or cash flows.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets (“SFAS No. 156”), which amends FASB Statement No. 140 (“SFAS No. 140”). SFAS 156 may be adopted as early as January 1, 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end entities). The intention of the new statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said FAS No. 156 permits a service using derivative financial instruments to report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute, or fair value. The Company does not expect the adoption of SFAS 155 to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practices. This Statement is effective for financial statements for fiscal years beginning after November 15, 2007. Earlier application is permitted provided that the reporting entity has not yet issued financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. The fair value option permits all entities to choose to measure eligible items at fair value at specified election dates.

A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option may be applied instrument by instrument (with a few exceptions); is irrevocable (unless a new election date occurs); and is applied only to entire instruments and not to portions of instruments. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurement. The Company does not expect the adoption of SFAS 159 to materially effect the Company’s financial position or results of operations. Management does not believe that any recently issued, but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements.

2.	PROPERTY AND EQUIPMENT

The Company owns the following office equipment and furniture:

	July 31, 2007						October 31, 2006
	Cost		Accumulated depreciation		Net book Value		Net book Value

Furniture and fixtures	$	18,752	$	3,441	$	15,311	$	16,078
Office equipment		16,760		4,706		12,054		15,247
	$	35,512	$	8,147	$	27,365	$	31,325

3.	STOCKHOLDER'S EQUITY

Authorized:

On June 9, 2006, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the authorized share capital (the “Share Increase”) from 75,000,000 shares of Common Stock, par value $0.001, to 310,000,000 shares, comprised of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.001. In addition, on May 6, 2006, our Board of Directors declared a 30:1 forward stock split (the “Stock Split”) in the form of a dividend. The record and payment date for the stock dividend was June 21, 2006. Appropriate revisions have been made to the financial statements for the prior fiscal year to reflect the Share Increase and the Stock Split.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

3.	STOCKHOLDER'S EQUITY (continued)

Issued:

	Number of Shares			Par Value		Additional Paid in Capital			Treasury Stock

October 12, 2004 - Issued for cash		1,000,000		$	1,000	$	4,000		$	-
March 2005 - Issued for cash		1,100,000			1,100		53,900			-
Balance October 31, 2005		2,100,000			2,100		57,900			-
June 21, 2006 – Stock Split 30:1		60,900,000			60,900		(57,900	)		-
August 9, 2006 – Issued for cash		10,854,700			10,855		10,843,845			-
August 9, 2006 – On conversion of
Convertible Debentures		1,000,000			1,000		999,000			-
Balance, October 31, 2006		74,854,700		$	74,855	$	11,842,845		$	-
Repurchase of stock for cash – November. 6, 2006		(30,000,000	)		-		-			(50,000	)
Balance, July 31, 2007		44,854,700		$	74,855	$	11,842,845		$	(50,000	)

The issued and outstanding shares were issued as follows:

30,000,000 common shares (post-split) were issued to Alan Teegardin on October 12, 2004 for the sum of $5,000 in cash which were subsequently transferred to Dr. Anchana Chayawatana on November 19, 2004 for the same amount. On May 6, 2006, Dr. Chayawatana sold her 30,000,000 shares to Darren Stevenson. 33,000,000 common shares (post-split) were issued to 29 investors in the Company's SB-2 offering for the aggregate sum of $55,000 in cash. The Regulation SB-2 offering was declared effective by the Securities and Exchange Commission on February 15, 2005 and completed in March 2005.

On June 9, 2006, the Company filed a Certificate of Amendment to its Articles of Incorporation to increase its authorized capital stock to 310,000,000 authorized shares, consisting of 300,000,000 shares of common stock, par value $0.001 each, and 10,000,000 shares of preferred stock, par value $0.001 each. The Company's Board of Directors may issue the preferred stock in one of more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

Effective August 9, 2006, the Company closed a private placement of Units of its securities. 10,854,700 Units were issued at a price of $1.00 per Unit, resulting in gross proceeds of $10,854,700. The offering was conducted pursuant to the exemption from the registration requirements of the federal securities laws provided by Regulation S and Section 4(2) of the Securities Act of 1993, as amended (the “Securities Act”) and Rule 506 of Regulation D under the Securities Act. Each Unit consisted of one share, on a post-split basis, of the Company's common stock and one warrant to purchase a share of common stock (the "Warrants"). Each Warrant is exercisable for two years commencing October 1, 2006 and entitles its holder to purchase one share of Common Stock at $3.00 per share. Following the closing of the offering, the funds will remain in escrow until a suitable acquisition candidate in the unconventional petroleum industry is identified and acquired. If the

Company fails to complete a business acquisition within 12 months after the closing of the offering, subscription proceeds will be promptly returned to investors without interest or deduction. The Company completed the acquisition of 75% of Access Energy Inc. on August 3, 2007. (see note 13 below).

On May 6, 2006 the Company issued $1,000,000 of convertible debentures (see note 10 below) to two accredited investors. The Debentures converted into Units on August 9, 2006 at a conversion price of $1.00 per Unit for a total of 1,000,000 Units. Each Unit consisted of one share, on a post-split basis, of the Company's common stock and one warrant to purchase a share of common stock. Each Warrant is exercisable for two years commencing October 1, 2006 and entitles its holder to purchase one share of Common Stock at $3.00 per share.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

3.	STOCKHOLDER'S EQUITY (continued)

As at July 31, 2007 there are 11,854,700 Warrants outstanding. Each Warrant is exercisable for two years commencing October 1, 2006 and entitles its holder to purchase one share of Common Stock at $3.00 per share.

4.	RESTRICTED CASH - HELD IN ESCROW

Effective August 9, 2006, the Company closed a private placement of 10,854,700 Units of its securities at a price of $1.00 per Unit. The proceeds from the offering will remain in escrow until a suitable business acquisition candidate is identified and acquired. If the Company fails to complete a business acquisition within 12 months after the closing of the offering, subscription proceeds will be promptly returned to investors without interest or deduction. The Company completed the acquisition of 75% of Access Energy Inc. on August 3, 2007 and the funds were released to the Company. (see note 13 below).

5.	LOAN FROM OFFICERS AND DIRECTORS

As of July 31, 2007, there are no loans to the Company from any officers and directors.

6.	RELATED PARTY TRANSACTIONS

As of July 31, 2007, there are no significant related party transactions between the Company and any of its officers or directors other than an employment agreement with Darren Stevenson.

7.	STOCK OPTIONS

On April 18, 2006, the Company entered into an employment agreement and a stock option agreement with Darren Stevenson. Under the Stock Option Agreement, Mr. Stevenson was, on April 18, 2006, granted options to purchase 1,000,000 shares of common stock of the Company on a post-split basis. All of the options, once vested, are exercisable at $2.00 per share. Options expire two years after the date of the grant. Options to purchase 100,000 shares vested on June 9, 2006 when the Company filed with the Secretary of State of Nevada an amendment to its Articles of Incorporation, which among other things, increased its authorized common stock to 300,000,000 shares and changed its name to “Blacksands Petroleum, Inc.” Options to purchase 200,000 shares vested on August 9, 2006 when the Company completed a common stock placement of US$10,854,700. Options to purchase 200,000 shares vested on January 1, 2007, and options to purchase 500,000 shares will vest if the Company conducts a placement of at least US$50,000,000. The Company enacted a 30:1 forward Stock Split on June 9, 2006, and all of the share amounts for which the options are exercisable are on a post-split basis.

The Company valued the options issued to Mr. Stevenson at a $0 value based on a closing price of $0.03, an exercise price of $ 2.00, and a term of 2 years. The company used the average historical volatility of 3 companies deemed to be in the same industry as the company as 50.86%.

On August 1, 2006 the Company entered into a consulting agreement and a stock warrant agreement with Gregg Layton. Under the Stock Warrant Agreement, Mr. Layton received warrants to purchase 200,000 shares of our common stock (on a post-split basis as described below) with 50,000 warrants vesting on August 1, 2006. Warrants to purchase 25,000 shares of common stock vested on January 1, 2007, warrants to purchase 25,000 shares of common stock vested August 9, 2006and warrants to purchase 100,000 shares of common stock will vest if the Company conducts a placement of at least US$50,000,000. The Company enacted a 30:1 forward stock split on June 9, 2006, and all of the share amounts for which the warrants are exercisable are on a post-split basis. All of the warrants, once vested, are exercisable at $2.00 per share until July 31, 2008.

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

7.	STOCK OPTIONS (continued)

The Company valued the warrants issued to Mr. Layton at a $21,620 value based on a closing price of $1.00, an exercise price of $2.00, and a term of 2 years. The Company used the average historical volatility of 3 companies deemed to be in the same industry as the Company as 50.86%.

The Company has issued no other options or entered into stock option agreements with any other persons.

As of June 26, 2006, the Company’s Board of Directors approved, and a majority of the Company’s stockholders ratified, the adoption of the Company’s 2006 Stock Option Plan (the “Plan”), pursuant to which the Board of Directors is given the ability to provide incentives through the issuance of options, stock, restricted stock, and other stock-based awards, representing up to 6,000,000 shares of the Company’s common stock, to certain employees, outside directors, officers, consultants and advisors. No awards have been granted under the Plan as of the date of this Report.

8.	COMPREHENSIVE INCOME

The functional currency of the Company is Canadian Dollar. At July 31, 2007 the Company maintained account balances of Cdn$21,679 (approximately US$20,322) and US$9,975,537.

9.	LITIGATION

As of July 31, 2007, the Company is not aware of any current or pending litigation, which may affect the Company's operations.

10.	CONVERTIBLE DEBENTURES

On May 6, 2006, the Company issued $1,000,000 principal amount of its debentures ("Debentures") to two accredited investors. The Debentures were unsecured, bore interest at the rate of 9% per annum, which interest was to begin to accrue commencing 150 days from issuance, and were for a term of three years. The Debentures were payable in consecutive monthly installments of principal and interest, commencing 150 days from the date of their issuance. The Debentures become convertible and were automatically converted, as to their outstanding principal amount plus accrued interest, if any, into units ("Units") of the Company's securities, following the completion of a private placement to accredited investors of $10,854,700 (the "PPO") of its Units on August 9, 2006. Each Unit consists of one share, on a post-split basis, of the Company's common stock and one warrant to purchase a share of common stock (the "Warrants"). Each Warrant will be exercisable for two years commencing October 1, 2006 and will entitle its holder to purchase one share of Common Stock at $3.00 per share. Simultaneously with the closing of the PPO the Debentures converted into 1,000,000 Units at a conversion price of $1.00 per Unit, equal to the price per Unit in the PPO. No interest had accrued on the Debentures as of the date of conversion.

11.	LEASE COMMITMENTS

The Company has renegotiated the lease for office space commencing April 1, 2007 for a period of one year at a monthly rent of Cdn$6,572 (approximately US$6,160).

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

12.	LOAN RECEIVABLE FROM ACCESS ENERGY INC.

On November 10, 2006, the Company entered into an Exclusivity Agreement (“Exclusivity Agreement”) with Access Energy Inc. (“Access”) where it agreed that in exchange for Cdn$100,000, Access would refrain from soliciting or encouraging the submissions of proposals or offers from any person other than the Company relating to the purchase of all or a significant portion of the assets of Access or its subsidiaries until March 10, 2007. If the Company engages in a transaction relating to the purchase of equity of all or a significant portion of Access’s assets the Cdn$100,000 would offset part of the purchase price. The expiration date of the agreement was subsequently extended on two occasions for no additional consideration. The agreement is set to expire on August 8, 2007. (see note 13)

On May 17, 2007, the Company loaned Access $250,000. These funds were placed into an escrow account and could only be disbursed to Access if the Company and Access issue joint written instructions to the escrow agent to do so. The Company was under no obligation, contingent or otherwise, to issue such instructions. The loan was made pursuant to a loan agreement and promissory note. The note becomes due on August 7, 2007 and bears interest at 9%, payable monthly. If the Company engages in a transaction relating to the purchase of equity of all or a significant portion of Access’s assets the proceeds of the loan would offset part of the purchase price. On June 11, 2007, the escrow agent released Cdn$100,000 of the loan proceeds to Access. The remainder of the amount in escrow was released upon acquisition of Access on August 3, 2007 (see note 13).

13.	SUBSEQUENT EVENT

On August 3, 2007, pursuant to a Common Stock Purchase Agreement (“Purchase Agreement”), the Company purchased 600 newly issued shares of common stock, of Access, representing 75.0% of its common stock for an aggregate sum of Cdn$3,427,935.23 (US$3,234,544), and common stock purchase warrants to acquire 1,500,000 of the Compay’s shares of common stock (“Access Warrants”). Prior to the Purchase, the Company was a “shell” company as that term is defined in Rule 12b-2 of the Exchange Act. By consummating the Purchase, the Company succeeded at its business plan, which was to enter the unconventional petroleum industry by acquiring a suitable target company. The Company paid the purchase price in four segments: (i) Cdn$3,077,935.23 in cash; (ii) Cdn$250,000 by offset against the amount held in escrow created on May 17, 2007; (iii) $100,000 that was paid to Access pursuant to the Exclusivity Agreement; and (iv) the Access Warrants. The Company obtained the cash portion of the purchase price from funds released from the restricted cash held in an escrow account. On August 28, 2007 the balance of restricted cash held in escrow was released and transferred to the Company’s bank account. Blacksands intends to operate Access to continue in the business that Access engaged in prior to the acquisition. Prior to the acquisition, no material relationship existed between the Company and Access. The acquisition will be accounted for using the purchase method of accounting. Under the purchase method of accounting, the assets and liabilities of Access will be recorded as of the acquisition date, at their fair market values, and added to those of the Company. The 25% share of the minority shareholder’s interest will be recorded as a liability. Pre-acquisition losses of Access will be eliminated in consolidation.

On August 31, 2007 the Company advanced Cdn$1,100,000 (US$1,046,622) to Access for its working capital requirements. These advances are interest free and have no fixed terms of repayment.

The Proforma consolidated balance sheet of the Company as at July 31, 2007 and the Proforma consolidated results of its operations for the nine months ended July 31, 2007 and 2006 are presented below:

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

13.	SUBSEQUENT EVENTS (continued)

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Proforma Consolidated Balance Sheet

(Unaudited)

	As of July 31, 2007
	As of July 31, 2007
ASSETS
Current Assets
Cash held at bank	$	10,174,991
Accounts receivable		83,135
Prepaid expenses		24,340
Total Current Assets		10,282,466

Property, plant and equipment - net		27,365
Oil and gas property costs		4,058,978
Total Capital Assets		4,086,343
Other assets
Rent deposit		10,424
Total Other Assets		10,424

Total Assets	$	14,379,233

L I A B I L I T I E S A N D S T O C K H O L D E R S’ E Q U I T Y
Current Liabilities
Accounts payable and accrued liabilities	$	1,011,203
Accounts payable to related parties		1,855,646
Current portion of long term debt		734,469
Total Current Liabilities		3,601,318

Long Term Debt		142,248
Minority Interest		436,457
Total liabilities		4,180,023

Stockholders’ Equity
Common Stock		74,855
Additional Paid-in-Capital		11,875,653
Treasury stock at cost		(50,000	)
Accumulated Comprehensive Loss		(10,015	)
Deficit accumulated during the development stage		(1,691,283	)
Total Stockholders' Equity		10,199,210

Total Liabilities and Stockholders' Equity	$	14,379,233

BLACKSANDS PETROLEUM, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

13.	SUBSEQUENT EVENT (continued)

Blacksands Petroleum, Inc.

(A Development Stage Enterprise)

Proforma Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended July 31, 2007			Nine Months Ended July 31, 2006


REVENUES:

Revenue	$	-		$	-
Total Revenues		-			-

EXPENSES:
Professional Fees		421,363			156,229
Loss on abandoned fixed assets		-			1,494
Employee remuneration		40,083			15,622
Website & contract services		13,079			8,144
Depreciation		6,065			42
Exploration expenses		1,129,401			-
Office and Administration		82,447			42,770
Total Expenses		1,692,438			224,301
Net loss from Operations		(1,692,438	)		(224,301	)

Other Income and Expenses:
Interest Income		351,450			-
Gain (loss) from Currency Transaction		(2,717	)		-
Net Loss before Taxes	$	(1,343,705	)	$	(224,301	)

Provision for Income Taxes:
Income Tax Benefit		-			-
Net Loss		(1,343,705	)		(224,301	)

Other Comprehensive Income (Loss)
Foreign currency translation adjustment		(7,719	)		1,823

Total Comprehensive Loss	$	(1,351,424	)	$	(222,478	)

Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

The information set forth in this section contains certain “forward-looking statements,” including, among other things, (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends,” or “expects.” These forward-looking statements relate to our plans, objectives and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Plan of Operation

As described below, Part II, Item 5. Other Information, on August 3, 2007 we acquired 75% of the capital stock of Access Energy Inc. (“Access”) for approximately $3,213,000 and 1,500,000 warrants to purchase shares of our common stock issued to the former sole stockholder of Access. This constituted the strategic acquisition that we had been pursuing.

Results of Operations

Since the date of our inception, October 12, 2004, we have not generated any revenues.

We incurred total operating expenses of $271,712 and $1,692,438 for the three and nine months ended July 31, 2007, as compared to total operating expenses of $219,523 and $224,301 for the three and nine months ended July 31, 2006. The single greatest operating expense was the purchase of certain seismic information for approximately $1,045,000. The bulk of the remainder of our operating expenses were incurred in connection with the preparation and filing of our periodic reports as well as the salary paid to Darren Stevenson, our Chief Executive Officer. Professional fees for the three and nine months ended July 31, 2007 were $211,571 and $421,363 and were incurred in connection with filing of periodic reports, SEC compliance filings, audit and accounting fees and general corporate matters as compared with professional fees of $155,604 and $156,229 for the three and nine months ended July 31, 2006.

We earned total interest income of $113,190 and $351,450 for the three and nine months ended July 31, 2007, as compared to total interest income of $0 and $0 for the three and nine months ended July 31, 2006. The interest was earned on the proceeds of private placement of units of our securities on August 9, 2006.

Our total comprehensive loss for the three and nine months ended July 31, 2007 was $167,676 and $1,351,424, as compared to total comprehensive loss of $219,523 and $222,478 for the three and nine months ended July 31, 2006, and a total comprehensive loss of $1,676,298 from inception on October 12, 2004 to July 31, 2007.

Selected Financial Information

	July 31, 2007		October 31, 2006
Current Assets (1)	$	10,254,549	$	11,651,339
Total Assets (1)	$	10,386,078	$	11,692,566
Current Liabilities	$	186,868	$	100,038
Stockholders’ Equity	$	10,199,210	$	11,592,528

(1) The July 31, 2007 asset figures include restricted cash held in escrow of $9,854,407. These funds were held in escrow pending our entering into the Access transaction. That amount has subsequently been reduced to zero. See “—Liquidity” below.

Liquidity and Capital Resources

At July 31, 2007, we had cash in the bank of approximately $21,750 (some funds are denominated in Canadian dollars). Separately, we had US$119,702 held in our attorneys’ trust account. We also had $9,854,407 held in escrow pending our entering a strategic transaction which was our purchase of Access’ common stock. These funds were received pursuant to the completion of a private placement of units of our securities on August 9, 2006. The proceeds of the offering were to remain in escrow until a suitable acquisition candidate was identified and acquired. Our acquisition of Access’ common stock fulfilled this requirement.

On May 17, 2007, we loaned Access Energy, Inc. (“Access”) Cdn$100,000. These funds were placed into an escrow account and could only be disbursed to Access if we and Access issued joint written instructions to the escrow agent to do so. We were under no obligation, contingent or otherwise, to issue such instructions. The loan was made pursuant to a loan agreement and promissory note. The note was outstanding on July 31, 2007 and was deemed paid in full upon our purchase of Access’ common stock.

On May 24, 2007, we purchased certain seismic information for approximately $1,045,000. $1,000,000 of the purchase price came from our restricted cash escrow account.

On August 3, 2007, we spent approximately $3,235,000 and issued 1,500,000 warrants to purchase shares of our common stock to purchase a 75% interest in Access. This money came from our restricted cash escrow account. On August 28, 2007, the balance in our restricted cash account was transferred to our operating account.

We expect to be able to satisfy our cash requirements for at least the next 12 months without having to raise additional funds or seek bank loans. After that 12-month period, we may have to raise additional monies through sales of our equity securities or through loans from banks or third parties to continue our business plans; however, no such plans have yet been implemented.

We are contemplating raising additional capital to finance our exploration program to be conducted during the winter of 2007-2008. No final decisions regarding the program or financing have been made at this time.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have not changed our accounting policies since April 30, 2007.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of the date of this report. This evaluation was conducted by our President and Chief Executive Officer, Darren R. Stevenson, and our Chief Financial Officer, Rick Wilson.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on Effective Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, the Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, the disclosure controls are effective in providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard became effective for us in the first interim or annual reporting period beginning after December 15, 2005. We adopted this standard effective for the year ended October 31, 2006.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”). SFAS 154 replaces Accounting Principles Board Opinion No. 20 “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28.” SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. SFAS 154 requires “retrospective application” of the direct effect of a voluntary change in accounting principle to prior periods’ financial statements where it is practicable to do so. SFAS 154 also redefines the term “restatement” to mean the correction of an error by revising previously issued financial statements. SFAS 154 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005 unless adopted early. We do not expect the adoption of SFAS 154 to have a material impact on our consolidated financial position, results of operations or cash flows, except to the extent that the statement subsequently requires retrospective application of a future item.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments (“SFAS No. 155”), which amends Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”) and Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”). SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued financial statements, including financial statements for any interim period for that fiscal year. We do not expect the adoption of SFAS 155 to have a material impact on our consolidated financial position, results of operations or cash flows.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets (“SFAS No. 156”), which amends FASB Statement No. 140 (“SFAS No. 140”). SFAS 156 may be adopted as early as January 1, 2006, for calendar year-end entities, provided that no interim financial statements have been issued. Those not choosing to early adopt are required to apply the provisions as of the beginning of the first fiscal year that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end entities). The intention of the new statement is to simplify accounting for separately recognized servicing assets and liabilities, such as those common with mortgage securitization activities, as well as to simplify efforts to obtain hedge-like accounting. Specifically, the FASB said FAS No. 156 permits a service using derivative financial instruments to report both the derivative financial instrument and related servicing asset or liability by using a consistent measurement attribute, or fair value. We do not expect the adoption of SFAS 155 to have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. The fair value option permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option may be applied instrument by instrument (with a few exceptions); is irrevocable (unless a new election date occurs); and is applied only to entire instruments and not to portions of instruments. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurement. The Company does not expect the adoption of SFAS 159 to materially effect the Company’s financial position or results of operations. Management does not believe that any recently issued, but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying consolidated financial statements.

PART II—OTHER INFORMATION

ITEM 5. OTHER INFORMATION

(1) As previously reported, on August 3, 2007, we consummated the purchase of 75% of the capital stock of Access for approximately $3,235,000 and 1,500,000 warrants to purchase shares of our common stock issued to the former sole stockholder of Access.

On November 3, 2006, Access and the Buffalo River Dene Development Corporation (“BRDDC”), a corporation representing the Buffalo River Dene Nation, a people indigenous to parts of Saskatchewan and Alberta, Canada, executed a non-binding joint venture agreement (“Joint Venture Agreement”) which contemplated granting Access rights to explore and develop oil and gas deposits on a portion of the Dene Nation’s traditional land in Northern Saskatchewan. On May 18, 2007, the parties executed an amendment to the Joint Venture Agreement which granted Access exclusive rights to conduct such exploration and development.

We intend to explore this land in order to discover and develop heavy oil and bitumen deposits. During the summer and fall of 2007, Access has and will conduct non-invasive exploration efforts and will secure the necessary permits required for any winter activities. Winter activities could include exploratory drilling.

(2) As previously reported, on August 24, 2007, our Board of Directors named Rick Wilson as our Chief Financial Officer.

(3) As previously reported, also on August 24, 2007, we formed an audit committee and nominated Bruno Mosimann as its sole member.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 14, 2007	BLACKSANDS PETROLEUM, INC.

	By:	/s/ Darren R. Stevenson
		Name: Darren R. Stevenson Title: Principal Executive Officer