**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





x
            Quarterly
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934




For
      the
      quarterly period ended January 31, 2007





o
            Transition
                report under Section 13 or 15(d) of the Exchange
                Act




For
      the
      transition period from __________ to __________




Commission
      File Number: 000-51427





**BLACKSANDS
      PETROLEUM, INC.**





(Exact
      name of Registrant as specified in its charter)





Nevada
            
            20-1740044(State
                or other jurisdiction
            
            (I.R.S.
                Employerof
                incorporation or organization
            
            Identification
                No.)





SUITE
                328, 369 ROCKY VISTA PARK DRIVECALGARY,
                ALBERTA T3G 5K7CANADA
            
            Telephone:
                (403) 870-2220(Address
                of principal executive offices)
            
            (Registrant’s
                telephone number, including area
                code)





Former
      Name, Address and Fiscal Year, If Changed Since Last Report





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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





We
      had a
      total of 74,854,700 shares of common stock issued and outstanding at March
      8,
      2007.





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





Transitional
      Small Business Disclosure Format: Yes o No x







**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 January 31, 2007 are not necessarily indicative of the
      results that may be expected for the full fiscal year.




1


**Blacksands
                Petroleum, Inc.****(Formerly
                known as Lam Liang Corp.)****(A
                Development Stage Enterprise)****Balance
                Sheets**




**Unaudited**
            
            **Audited****As
                of**
            
            **As
                of****January
                31, 2007**
            
            **October
                31, 2006****ASSETS**Current
                AssetsCash
                held at bank
            **$**
            **466,797**
            
            $
            752,788Cash
                held in attorney’s trust account
            
            **72,128**
            
            
            40,650Restricted
                Cash - held in Escrow (note 4)
            
            **10,854,407**
            
            
            10,854,407Prepaid
                expenses
            
            **20,620**
            
            
            3,494Total
                Current Assets
            
            **11,413,952**
            
            
            11,651,339Property
                and Equipment - net
            
            **29,378**
            
            
            31,325Other
                AssetsExclusivity
                agreement deposit
            
            **84,960**
            
            
            -Rent
                Deposit
            
            **9,448**
            
            
            9,902Total
                Other Assets
            
            **94,408**
            
            
            9,902Total
                Assets
            **$**
            **11,537,738**
            
            $
            11,692,566**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                LiabilitiesAccounts
                payable and accrued liabilities
            **$**
            **68,768**
            
            $
            97,812Accounts
                payable to related party
            
            **2,124**
            
            
            2,226Total
                Current Liabilities
            **$**
            **70,892**
            
            $
            100,038Stockholders’
                EquityCommon
                Stock (note 3)
            **$**
            **74,855**
            
            $
            74,855Additional
                Paid-in-Capital
            
            **11,870,249**
            
            
            11,867,547Treasury
                stock, at cost
            
            **(50,000**
            **)**
            
            -Accumulated
                Comprehensive Loss
            
            **(13,612**
            **)**
            
            (2,296
            )Deficit
                accumulated during the development stage
            
            **(414,646**
            **)**
            
            (347,578
            )Total
                Stockholders’ Equity
            
            **11,466,846**
            
            
            11,592,528Total
                Liabilities and Stockholders’ Equity
            **$**
            **11,537,738**
            
            $
            11,692,566


See
      accompanying notes to Financial Statements.




2





**Blacksands
                Petroleum, Inc.****(Formerly
                known as Lam Liang Corp.)****(A
                Development Stage Enterprise)****Statements
                of Operations**




**(Unaudited)**
              **November
                1, 2006**
              **To**
              **January
                31, 2007**
            
            **(Unaudited)**
              **November
                1, 2005**
              **To**
              **January
                31, 2006**
            
            **(Unaudited)**
              **From
                Inception**
              **(October
                12, 2004)**
              **Through**
              **January
                31, 2007****Revenues:**Revenue
            
            **$**
            -
            
            $
            -
            
            $
            **-**Total
                Revenues
            
            
            **-**
            
            
            -
            
            
            **-****Expenses:**Professional
                Fees
            
            
            **144,529**
            
            
            -
            
            
            **459,970**Loss
                on abandoned fixed assets
            
            
            **-**
            
            
            -
            
            
            **1,496**Employee
                remuneration
            
            
            **12,895**
            
            
            -
            
            
            **42.356**Website
                and contract services
            
            
            **963**
            
            
            -
            
            
            **11,661**Depreciation
            
            
            **1,947**
            
            
            -
            
            
            **4,390**Office
                and Administration
            
            
            **28,963**
            
            
            1,629
            
            
            **128,137**Total
                Expenses
            
            
            **189,297**
            
            
            1,629
            
            
            **648,010**Net
                loss from Operations
            
            
            **(189,297**
            **)**
            ****
            **(1,629**
            **)**
            ****
            **(648,010**
            **)****Other
                Income and Expenses:**Interest
                Income
            
            
            **120,820**
            
            
            -
            
            
            **256,641**Gain
                from Currency Transaction
            
            
            **1,409**
            
            
            -
            
            
            **1,723**Net
                Loss before Taxes
            
            
            **(67,068**
            **)**
            ****
            **(1,629**
            **)**
            ****
            **(389,646**
            **)****Provision
                for Income Taxes:**Income
                Tax Benefit
            
            
            -
            
            
            -
            
            
            -Net
                Loss
            
            **$**
            **(67,068**
            **)**
            **$**
            **(1,629**
            **)**
            **$**
            **(389,646**
            **)****Other
                comprehensive income net of tax:**Foreign
                currency translation adjustment
            
            **$**
            (11,316
            )
            
            1,823
            
            **$**
            (13,612
            )Total
                Comprehensive Income (Loss)
            
            **$**
            **(78,384**
            **)**
            ****
            **194**
            ****
            **$**
            **(403,258**
            **)**Basic
                and Diluted Loss Per Common Share
            
            **$**
            **(0.00**
            **)**
            ****
            **0.00**
            ****
            **$**
            **(0.01**
            **)**Weighted
                Average number of Common Shares used in per share
                calculations
            
            
            **46,811,222**
            
            
            63,000,000
            
            
            **68,590,211**




See
      accompanying notes to Financial Statements.




3




**Blacksands
                Petroleum, Inc.****(Formerly
                known as Lam Liang Corp.)****(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
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Stock
                  issued for cash -October 12, 2004 (1)
            
            
            30,000,000
            
            
            30,000
            
            
            -
            
            
            -
            
            
            -
            
            
            (25,000
            )
            
            5,000Foreign
                Currency Translation Adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (
                5
            )
            
            -
            
            
            (
                5
            )Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - October 31, 2004
            
            
            30,000,000
            
            
            30,000
            
            
            -
            
            
            -
            
            
            (
                5
            )
            
            (25,000
            )
            
            4,995Stock
                  issued for cash -March 4, 2005 (1)
            
            
            33,000,000
            
            
            33,000
            
            
            22,000
            
            
            -
            
            
            -
            
            
            -
            
            
            55,000Foreign
                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
            )
            
            43,428Equity
                Compensation -Granted
                August 1, 2006
            
            
            -
            
            
            -
            
            
            21,620
            
            
            -
            
            
            -
            
            
            -
            
            
            21,620Deferred
                equity compensation
            
            
            -
            
            
            -
            
            
            (18,918
            )
            
            -
            
            
            -
            
            
            -
            
            
            (
                18,918
            )Stock
                  issued for cash -August 10, 2006
            
            
            10,854,700
            
            
            10,855
            
            
            10,843,845
            
            
            -
            
            
            -
            
            
            -
            
            
            10,854,700Stock
                  issued on conversionof Debentures - August 10, 2006
            
            
            1,000,000
            
            
            1,000
            
            
            999,000
            
            
            -
            
            
            -
            
            
            -
            
            
            1,000,000Foreign
                Currency Translation Adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            496
            
            
            -
            
            
            496Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (
                308,798
            )
            
            (
                308,798
            )Balance
                - October 31, 2006
            
            
            74,854,700
            
            
            74,855
            
            
            11,867,547
            
            
            -
            
            
            (2,296
            )
            
            (347,578
            )
            
            11,592,528Stock
                  repurchased for cash-November 6, 2006
            
            
            (
                30,000,000
            )
            
            -
            
            
            -
            
            
            (50,000
            )
            
            -
            
            
            -
            
            
            (
                50,000
            )Equity
                compensation expensed
            
            
            -
            
            
            -
            
            
            2,702
            
            
            -
            
            
            -
            
            
            -
            
            
            2,702Foreign
                Currency Translation Adjustment
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,316
            )
            
            -
            
            
            (
                11,316
            )Net
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (
                67,068
            )
            
            (
                67,068
            )Balance
                - January 31, 2007
            
            
            44,854,700
            
            $
            74,855
            
            $
            11,870,249
            
            $
            (50,000
            )
            $
            (13,612
            )
            $
            (414,646
            )
            $
            11,466,846




(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.




4





**Blacksands
                Petroleum, Inc.****(Formerly
                known as Lam Liang Corp.)****(A
                Development Stage Enterprise)****Statements
                of Cash Flows**




**(Unaudited)**
              **November
                1, 2006**
              **Through**
              **January
                31, 2007**
            
            
            **(Unaudited)**
              **November
                1, 2005**
              **Through**
              **January
                31, 2006**
            
            
            **(Unaudited)**
              **From
                Inception**
              **(October
                12, 2004)**
              **Through**
              **January
                31, 2007**Cash
                Flows from Operating Activities:Net
                Loss
            ****
            **$**
            **(67,068**
            **)**
            **$**
            **(1,629**
            **)**
            **$**
            **(389,646**
            **)**Adjustments
                to reconcile net loss tonet
                cash used by operating activites:Foreign
                Currency Income (Loss)
            
            
            **(11,316**
            **)**
            ****
            **1,823**
            ****
            ****
            **(13,612**
            **)**Equity
                compensation expense
            
            
            **2,702**
            
            
            -
            
            
            **5,404**Loss
                on abandoned fixed assets
            
            
            **-**
            ****
            ****
            **-**
            ****
            ****
            **1,496**Office
                Equipment and Furniture: Depreciation
            
            
            **1,947**
            
            
            -
            
            
            **4,390**Changes
                in Operating assets and liabilitiesPrepaid
                expenses
            
            
            **(17,126**
            **)**
            ****
            **-**
            ****
            ****
            **(105,580**
            **)**Exclusivity
                agreement deposit
            
            
            **(84,960**
            **)**
            ****
            **-**
            ****
            ****
            **-**Rent
                Deposit
            
            
            **454**
            
            
            **(37**
            **)**
            ****
            **(9,448**
            **)**Accounts
                payable and accrued liabilities
            
            
            (29,044
            )
            
            -
            
            
            **68,768**Accounts
                payable to related party
            
            
            (102
            )
            
            -
            
            
            **2,124**Net
                Cash (Used in ) Provided by Operating Activities
            
            
            **(204,513**
            **)**
            ****
            **157**
            ****
            ****
            **(436,104**
            **)**Cash
                Flows from Investing Activities:Purchase
                of property and equipment
            
            
            **-**
            ****
            ****
            **(
                67**
            **)**
            ****
            **(35,264**
            **)**Net
                Cash Used in Investing Activities
            
            
            **-**
            ****
            ****
            **(
                67**
            **)**
            ****
            **(35,264**
            **)**Cash
                Flows from Financing Activities:Issue
                of convertible debentures
            
            
            **-**
            
            
            -
            
            
            **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
            )
            
            -
            
            
            **11,864,700**Net
                Increase (Decrease) in Cash
            
            
            (254,513
            )
            
            90
            
            
            **11,393,332**Cash
                Balance, Beginning of Period
            
            
            **11,647,845**
            
            
            41,048
            
            
            **-**Cash
                Balance, End of Period
            
            **$**
            **11,393,332**
            
            $
            41,138
            
            **$**
            **11,393,332**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.




5


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS





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





Description
      of business and history -
      Blacksands Petroleum, Inc., a Nevada corporation, (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 fashionable
      computer laptop cases for women through its subsidiary, Maha San Lam Liang
      Co.
      Ltd., a Thai corporation, in Bangkok, Thailand. In November, 2004, the Company
      acquired 99.94% ownership in a privately-held company, registered under the
      laws
      of Thailand under the name of Maha San Lam Liang Co. Ltd. The Company was formed
      and registered in Thailand on November 5, 2004 by Dr. Anchana Chayawatana,
      who
      was the sole officer and director of the Company. The subsidiary was
      subsequently dissolved on June 5, 2006. The Company’s operations have been
      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. On May 6, 2006, three of
      the
      Company’s directors resigned and two new directors were appointed to its board
      of directors. As a result, on May 6, 2006, the Company exited its previous
      plan
      of operation. 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
      November 10, 2006, the Company entered into an Exclusivity Agreement with Access
      Energy Inc. (“Access”). Pursuant to the agreement, Access agrees that for a
      period of 120 days from the date of the agreement, it will refrain from
      soliciting or encouraging the submissions of proposals or offers from any person
      other than the Company relating to the purchase of its equity or all or a
      significant portion of the assets of Access or its subsidiaries (a
“Transaction”). In exchange for this grant of exclusivity under the agreement,
      the Company has paid Access CDN$100,000 (approximately US$88,556), which is
      only
      refundable if Access breaches the exclusivity grant under the agreement. In
      the
      event of a Transaction, this payment shall be applied to monies otherwise
      payable by the Company to Access in connection with the Transaction. The
      agreement shall terminate upon the earliest of 120 days from the date of the
      agreement, the completion of a Transaction or the written agreement of Access
      and the Company to terminate the agreement.





Management
      of the Company - The
      Company filed its articles of incorporation with the Nevada Secretary of State
      on October 12, 2004, indicating Sandra L. Miller on behalf of Resident Agents
      of
      Nevada, Inc. as the sole incorporator.





The
      Company filed its annual list of officers and directors with the Nevada
      Secretary of State on September 29, 2005, indicating that its President is
      Anchana Chayawatana, its Secretary is Anongnat Chansangachom and its Treasurer
      is Prapaipan Chayawatana. On April 24, 2006, Dr. Chayawatana, Ms. Chansangachom
      and Ms. Chayawatana resigned from their positions as officers of the Company
      and
      Darren Stevenson became the President, Secretary and Chief Executive Officer
      of
      the Company. On May 6, 2006, Dr. Chayawatana, Ms. Chansangachom and Ms.
      Chayawatana resigned as the Company’s directors and Darren Stevenson and Bruno
      Mosimann became the Company’s directors.





On
      May 6,
      2006 the Company issued $1,000,000 of convertible debentures to two accredited
      investors. The debentures were converted to 1,000,000 units of the Company’s
      securities on August 9, 2006. Each unit consists of one share of common stock
      and one common stock purchase warrant. Each warrant entitles the holder to
      purchase one share of common stock for an exercise price of $3.00 per share,
      and
      is exercisable for a two year period commencing October 1, 2006.




6


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)





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





On
      August
      9, 2006 the Company closed a private placement of units of its securities.
      10,854,700 units were issued for gross proceeds of $10,854,700. Each unit
      consists of one share of common stock and one common stock purchase warrant.
      Each warrant entitles the holder to purchase one share of common stock for
      an
      exercise price of $3.00 per share, and is exercisable for a two year period
      commencing October 1, 2006. The Company intends to utilize the proceeds of
      the
      offering to identify and acquire suitable candidates in the unconventional
      petroleum industry. Following the closing of the offering, the funds will remain
      in escrow until a suitable 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
      ability of the Company to continue as a going concern is dependent on additional
      sources of capital and the success of the Company’s 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 the quarter ended January 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.





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.




7


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)





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





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 January 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 January 31, 2006 there were no options and warrants excluded from the
      computation of diluted earnings per share because their effect would be
      anti-dilutive.





Comprehensive
      income (loss) - The
      Company’s bank accounts were located in Thailand, with funds in Thai baht.
      Effective May 6, 2006 the bank accounts in Thailand were closed. Foreign
      currency translation losses up to that date were $969. The Company’s funds at
      October 31, 2006 and at January 31, 2007 were held in Canadian and US Dollar
      bank accounts and trust and escrow accounts maintained by the Company’s lawyers,
      Gottbetter & Partners, in United States Dollars. Foreign currency
      translation losses for the period May 1, 2006 to October 31, 2006 were $1,327.
      Total foreign currency translation losses to October 31, 2006 amounted to
      $2,296. Foreign currency translation losses for the quarter ended January 31,
      2007 amounted to $11,316. See Note 8 regarding comprehensive
      income.





Foreign
      Currency Translation -
      Up to May 6, 2006 the Company’s functional currency was in 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 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.




8


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)





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




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.





Advertising
      costs - The
      Company recognizes advertising expenses in accordance with Statement of Position
      93-7 “Reporting on Advertising Costs.” Accordingly, the Company expenses the
      costs of producing advertisements at the time production occurs, and expenses
      the costs of communicating advertisements in the period in which the advertising
      space or airtime is used. The Company has recorded no significant advertising
      costs for the period from October 12, 2004 (Date of Inception) through January
      31, 2007.





Stock-based
      compensation - The
      Company applies SFAS No. 123R (Revised 2004), Accounting for Stock-Based
      Compensation, which requires the recognition of compensation cost based upon
      the
      fair value of stock options at the grant date using the Black-Scholes option
      pricing model.





There
      were a total of 1,000,000 stock options granted to Mr. Stevenson during the
      year
      ended October 31, 2006. There were no other written or verbal agreements
      related to the sale of any stock, option or warrants of the Company’s common
      stock. Details of stock options granted to Mr. Stevenson are set forth
      below.





Compensation





The
      Company entered into an Employment Agreement and a Stock Option Agreement with
      Darren Stevenson, both of which became effective as of April 18, 2006, as part
      of his compensation for becoming the Company’s Chief Executive Officer,
      President and Secretary. The
      Employment Agreement provides Mr. Stevenson with CDN$60,000 (approximately
      US$51,500) per annum, to be increased to CDN$120,000 (approximately
      US$103,000) per annum in the event that the Company conducts a placement of
      it
      securities of at least US$50,000,000. The term of the Employment Agreement
      is
      for two years.





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 three companies deemed to
      be in the same industry as the Company as 50.86%.




9


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)





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





The
      Company entered into a consulting agreement and a stock warrant agreement with
      Gregg Layton both of which became effective as of August 1, 2006.





The
      consulting agreement provides Mr. Layton with CDN$3,000 (approximately
      US$2,575) per month plus out of pocket expenses. The term of the consulting
      agreement is for one year unless terminated by 30 days notice in
      writing.




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 will vest if the Company conducts a placement of at least US$10,000,000
      (which was August 9, 2006) and 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.





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 three companies deemed to
      be in the same industry as the Company as 50.86%.





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 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.





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 SFAS No. 155, Accounting
      for Certain Hybrid Financial Instruments (“SFAS
      No. 155”), which amends SFAS No. 133, Accounting
      for Derivative Instruments and Hedging Activities (“SFAS
      No. 133”) and SFAS 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 iseffective
      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.




10


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)





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





In
      March
      2006, the FASB issued SFAS 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 SFAS 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 SFAS 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.




2.
              PROPERTY
                    AND EQUIPMENT


As
      of
      January 31, 2007 the Company owns the following office equipment and
      furniture:





**January
                31, 2007**
            
            October
                31, 2006**Cost**
            
            **Accumulated**
              **depreciation**
            
            **Net
                book**
              **Value**
            
            Net
                book
              ValueFurniture
                and fixtures
            
            **$**
            **16,924**
            ****
            **$**
            **1,650**
            ****
            **$**
            **15,274**
            
            $
            16,078Office
                equipment
            ****
            ****
            **16,483**
            ****
            ****
            **2,379**
            ****
            ****
            **14,104**
            
            
            15,247**$**
            **33,407**
            ****
            **$**
            **4,029**
            ****
            **$**
            **29,378**
            
            $
            31,325




11


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)


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.





Issued:


**Number
                of**
              **Shares**
            
            **Par**
              **Value**
            
            **Additional
                Paid**
              **in
                Capital**October
                12, 2004 Issued for cash
            
            
            1,000,000
            
            $
            1,000
            
            $
            4,000March
                2005 - Issued for cash
            
            
            1,100,000
            
            
            1,100
            
            
            53,900Balance
                October 31, 2005
            
            
            2,100,000
            
            
            2,100
            
            
            57,900June
                21, 2006 - Stock Split 30:1
            
            
            60,900,000
            
            
            60,900
            
            
            (57,900
            )August
                9, 2006 - Issued for cash
            
            
            10,854,700
            
            
            10,855
            
            
            10,843,845August
                9, 2006 - On conversion ofConvertible
                Debentures
            
            
            1,000,000
            
            
            1,000
            
            
            999,000**Balance,
                October 31, 2006**
            
            
            74,854,700
            
            $
            74,855
            
            $
            11,842,845Repurchase
                of stock for cash November 6, 2006
            
            
            (30,000,000
            )
            
            -
            
            
            -**Balance,
                January 31, 2007**
            
            
            44,854,700
            
            $
            74,855
            
            $
            11,842,845





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 or 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 1933, 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 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.




12


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)


3.
                  STOCKHOLDER’S
                        EQUITY
                        (continued)




The
      Debentures (note 10 below) 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.





As
      at
      January 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 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. Following the closing of the offering, the
      funds will remain in escrow until a suitable 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.


5.
                  LOAN
                            FROM OFFICERS AND
                            DIRECTORS





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


6.
                  RELATED
                              PARTY
                              TRANSACTIONS





As
      of
      January 31, 2007, there are no significant related party transactions between
      the Company and any of its officers or directors other than the employment
      agreement referred to above. Included in accounts payable is $2,124 payable
      to
      the president in respect of the employment agreement. Prepaid expenses of
      $10,104 are travel advances to the President.


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 $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 $50,000,000. The Company enacted a 30:1 forward




13


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)


7.
                  STOCK
                              OPTIONS
                              (continued)





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 three 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 will vest if the Company conducts a placement of at least $10,000,000
      (which was August 9, 2006) and warrants to purchase 100,000 shares of common
      stock will vest if the Company conducts a placement of at least $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.





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 person.





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





Up
      to May
      6, 2006 the Company’s bank accounts were located in Thailand, with funds in Thai
      baht, while the financial statements are prepared in US Dollars. Foreign
      currency translation gains were $496 for the year ended October
      31, 2006. The before-tax amount and after-tax amount were the same for the
      Company. The Company maintained account balances including petty cash of Baht
      1,505,789 at April 30, 2006, while the exchange rate was $0.0266, thus the
      equivalent amount in US Dollars was $40,124.





In
      April
      2006, the Company’s 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 Mr.
      Bruno Mosimann became the Company’s new directors. As a result of these events,
      the Company’s operations have moved to Canada and the functional currency of the
      Company is the Canadian Dollar. At January 31, 2007 the Company maintained
      account balances of CDN$10,992, while the exchange rate was $0.8496, for a
      US
      Dollars equivalent of $9,339.




14


BLACKSANDS
      PETROLEUM, INC.


(FORMERLY
      KNOWN AS LAM LIANG CORP.)(A DEVELOPMENT STAGE COMPANY)


NOTES
      TO
      FINANCIAL STATEMENTS (CONTINUED)


9.
                  LITIGATION





As
      of
      October 31, 2006, 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




Effective
      July 1, 2006 the Company entered into an agreement to lease office premises.
      The
      term of the lease is nine months from July 1, 2006 and the rent is CDN$5,508
      (Approximately US$4,725) per month. The
      Company has paid a deposit of $9,448 to be applied as $4,724 as a damage deposit
      and $4,724 as the last month’s rent. The Company has renegotiated the lease
      commencing April 1, 2007 for a period of one year at a monthly rent of CDN$5,958
      (approximately US$5,062).


12.
                  SUBSEQUENT
                                        EVENT




On
      November 10, 2006, the Company entered into an Exclusivity Agreement with Access
      Energy Inc. (“Access”). Pursuant to the agreement, Access agreed that until
      March 10, 2007 it would refrain from soliciting or encouraging the submissions
      of proposals or offers from any person other than the Company relating to the
      purchase of Access’ equity or all or a significant portion of its
      assets or those of its subsidiaries (a “Transaction”). In exchange for this
      grant of exclusivity under the agreement, the Company paid Access CDN$100,000
      (approximately US$88,556), which was only refundable if Access breached the
      exclusivity grant under the agreement. In the event of a Transaction, this
      payment shall be applied to monies otherwise payable to Access in connection
      with the Transaction. The agreement was to terminate upon the earliest of March
      10, 2007, the completion of a Transaction or the written agreement of the
      parties to terminate the agreement.





By
      written amendment dated as of March 9, 2007, the parties agreed to extend the
      term of the Exclusivity Agreement until May 8, 2007. No additional consideration
      was paid for this extension, and all other terms of the Exclusivity Agreement
      remain unchanged and in full force and effect.





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




Plan
      of Operation





Since
      inception and through April 30, 2006, our plan of operation was to design,
      contract for manufacture and distribute bags. It was our intent to produce
      “high-end” quality computer bags for a reasonable price. On May 6, 2006, three
      of our directors resigned and two new directors were appointed to our board
      of
      directors. In addition, on June 5, 2006, Maha San Lam Liang Co. Ltd., our 99.94%
      owned Thai subsidiary, was dissolved. As a result, we have exited our previous
      plan of operation.




15





We
      do not
      currently have an operating business and are looking to capitalize on the
      experience and knowledge of our management in considering possible strategic
      transactions in the unconventional oil industry.





During
      the next twelve months we will be looking to invest in the exploration and
      development in the unconventional oil industry through
      acquisitions.





We
      have
      established an office in Calgary, Alberta and will be pursuing acquisition
      opportunities that will meet our objective of commencing our oil and gas
      exploration activities.





Results
      of Operations





For
      the
      three months ended January 31, 2007, and since the date of inception, we have
      not yet generated any revenues.





We
      incurred total operating expenses of $189,297 for the three months ended January
      31, 2007, as compared to total operating expenses of $1,629 for the three months
      ended January 31, 2006. These expenses consisted of general operating expenses
      incurred in connection with the day-to-day operation of our business and the
      preparation and filing of our periodic reports as well as the salary paid to
      Darren Stevenson, our Chief Executive Officer, pursuant to an employment
      agreement that Mr. Stevenson entered into with us on April 18, 2006. The
      significant operating expenses include professional fees of $144,529 for the
      three months ended January 31, 2007 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 $0 for the three months ended January 31,
      2006. The office and administration expenses of $28,963 for the three months
      ended January 31, 2007 include rent, travel, telephone and other office expenses
      as compared to office and administration expenses of $1,629 for the three months
      ended January 31, 2006.





We
      earned
      total interest income of $120,820 for the three months ended January 31, 2007,
      as compared to total interest income of $0 for the three months ended January
      31, 2006. The interest was earned on the proceeds of private placement on August
      9, 2006 of $10,854,700.





Our
      total
      comprehensive loss for the three months ended January 31, 2007 was $78,384,
      as
      compared to total comprehensive income of $194 for the three months ended
      January 31, 2006, and a total comprehensive loss of $403,258 from inception
      on
      October 12, 2004 to January 31, 2007.





Net
      cash
      used in investing activities for the three months ended January 31, 2007 was
      $0,
      as compared to $67 for the three months ended January 31, 2006 and $35,264
      for
      the period from inception on October 12, 2004 to January 31, 2007. Cash used
      by
      financing activities for the three months ended January 31, 2007 was $50,000,
      resulting from our repurchase of 30,000,000 shares of common stock from Mr.
      Stevenson on November 6, 2006. Cash provided by financing activities for the
      three months ended January 31, 2006 was $0.





We
      are
      still in our development stage and have generated no revenues to date.




Selected
      Financial Information





**Year
                ended January 31,**
            
            **2007**
            
            2006Current
                Assets (1)
            
            **$**
            **11,413,952**
            
            $
            41,139Total
                Assets
            
            
            **11,537,738**
            
            
            43,638Current
                Liabilities
            
            
            **70,892**
            
            
            15Stockholders’
                Equity
            
            
            **11,466,846**
            
            
            43,623




(1)
        The
        January 31, 2007 current assets include restricted cash - held in escrow
        of
        $10,854,407. These funds are held in escrow pending our entering a strategic
        transaction. If we fail to complete a business acquisition by August 8, 2007,
        subscription proceeds will be promptly returned to investors without interest
        or
        deduction.


16






Liquidity
      and Capital Resources





At
      January 31, 2007, we had cash in the bank of $538,925. On November 6, 2006
      we
      repurchased 30,000,000 shares of our common stock from Mr. Stevenson for
      $50,000.





We
      also
      have restricted cash of $10,854,407 held in escrow pending our entering a
      strategic transaction. These
      funds were received pursuant to the completion of a private placement of units
      of our securities on August 9, 2006. 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 and Rule 506
      of
      Regulation D under the Securities Act. Each Unit consisted of one share of
      our
      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. The
      Units
      were offered and sold only to “accredited investors,” as that term is defined by
      Rule 501 of Regulation D, and/or to persons who were neither resident in, nor
      citizens of, the United States. We intend to utilize the proceeds of the
      offering to identify and acquire suitable candidates in the unconventional
      petroleum industry. The proceeds of the offering will remain in escrow until
      a
      suitable acquisition candidate is identified and acquired. If we fail to
      complete a business acquisition by August 8, 2007 subscription proceeds will
      be
      promptly returned to investors without interest or deduction.





Our
      management intends to consider possible strategic transactions in the
      unconventional oil industry. 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 if we do not undertake any such strategic transactions.
      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.





Our
      stockholders’ equity at January 31, 2007 was $11,466,846.





Off-Balance
      Sheet Arrangements





We
      have
      no off-balance sheet arrangements.





Critical
      Accounting Policies





Our
      financial statements are based on the selection and application of generally
      accepted accounting principles, which require us to make estimates and
      assumptions about future events that affect the amounts reported in our
      financial statements and the accompanying notes. Future events and their effects
      cannot be determined with certainty. Therefore, the determination of estimates
      requires the exercise of judgment. Actual results could differ from those
      estimates, and any such differences may be material to our financial statements.
      We believe that our policies may involve a higher degree of judgment and
      complexity in their application than our other accounting policies and represent
      the critical accounting policies used in the preparation of our financial
      statements. If different assumptions or conditions were to prevail, the results
      could be materially different from our reported results. Our significant
      accounting policies are presented in the notes to our financial
      statements.





When
      we
      prepare our consolidated financial statements, we use estimates and assumptions
      that may affect reported amounts and disclosures. We base these estimates on
      historical results and various other assumptions believed to be reasonable,
      the
      results of which form the basis for making estimates concerning the carrying
      value of assets and liabilities that are not readily available from other
      sources. Actual results could differ from the amounts previously estimated,
      which were based on the information available at the time the estimates were
      made. Changes in estimates are recorded if and when better information becomes
      available.





17




We
      consider an accounting estimate to be critical if: (1) the accounting estimate
      requires us to make an assumption about a matter that was highly uncertain
      at
      the time the estimate was made, and (2) changes in the estimate that are
      reasonably likely to occur from period to period, or use of a different estimate
      that we reasonably could have used in the current period, could have a material
      impact on our consolidated results of operations or financial
      condition.





As
      we are
      currently a development stage company, with no revenues, we do not yet have
      an
      Audit Committee.





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 SFAS No. 155, Accounting
      for Certain Hybrid Financial Instruments (“SFAS
      No. 155”), which amends SFAS No. 133, Accounting
      for Derivative Instruments and Hedging Activities (“SFAS
      No. 133”) and SFAS 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 SFAS 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.




18





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 our financial statements once adopted.





**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 Chief Executive
      Officer, President and Secretary and acting principal accounting officer,
      Mr. Darren R. Stevenson.





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, as amended, 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 not
      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 his evaluation of our controls, the Chief Executive Officer and acting
      principal accounting officer has 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.





**Item
      5. Other Information**





On
      November 10, 2006, we entered into an Exclusivity Agreement with Access Energy
      Inc. (“Access”) pursuant to which Access agreed that until March 10, 2007, it
      would refrain from soliciting or encouraging the submissions of proposals or
      offers from any person other than us relating to the purchase
      of Access’ equity all or a significant portion of its
      assets or those of its subsidiaries.





We
      extended the exclusivity period until May 8, 2007 through an Amendment of
      Exclusivity Agreement executed on March 9, 2007. No additional consideration
      was
      paid for this extension; all other terms of the Exclusivity Agreement remain
      unchanged and in force.




19




**Item
      6. Exhibits.**





Exhibit
                No.
            
            Description31.1
            
            Sec.
                302 Certification of Principal Executive Officer31.2
            
            Sec.
                302 Certification of Principal Financial Officer (1)32.1
            
            Sec.
                906 Certification of Principal Executive Officer32.2
            
            Sec.
                906 Certification of Principal Financial Officer
                (2)








(1)
            Included
                in Exhibit 31.1 filed herewith(2)
            Included
                in Exhibit 32.1 filed herewith





20




**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.




**BLACKSANDS
                PETROLEUM, INC.**Date: March
              14, 2007
            By:
            /s/
              Darren StevensonName:  
Darren
              StevensonTitle:    
                President and Chief Executive
                Officer




21