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.




2


**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
                  AssetsCash
                  held at bank
              
              **$**
              **21,750**
              
              $
              752,788Cash
                  held in attorney’s trust account
              
              
              **119,702**
              
              
              40,650Restricted
                  Cash - held in Escrow (note 4)
              
              
              **9,854,407**
              
              
              10,854,407Prepaid
                  expenses
              
              
              **24,340**
              
              
              3,494Loan
                  receivable from Access Energy Inc. (note 12)
              
              
              **234,350**
              
              
              -Total
                  Current Assets
              
              
              **10,254,549**
              
              
              11,651,339Property
                  and Equipment –
                  net
              
              
              **27,365**
              
              
              31,325Other
                  AssetsExclusivity
                  agreement deposit (note 12)
              
              
              **93,740**
              
              
              -Rent
                  Deposit
              
              
              **10,424**
              
              
              9,902Total
                  Other Assets
              
              
              **104,164**
              
              
              9,902Total
                  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
                  LiabilitiesAccounts
                  payable and accrued liabilities
              
              **$**
              **173,138**
              
              $
              97,812Accounts
                  payable to related parties
              
              
              **13,730**
              
              
              2,226Total
                  Current Liabilities
              
              
              **186,868**
              
              
              100,038Stockholders’
                  EquityCommon
                  Stock (note 3)
              
              
              **74,855**
              
              
              74,855Additional
                  Paid-in-Capital
              
              
              **11,875,653**
              
              
              11,867,547Treasury
                  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**
              
              
              11,592,528Total
                  Liabilities and Stockholders' Equity
              
              **$**
              **10,386,078**
              
              $
              11,692,566


See
      accompanying notes to Financial Statements.




3





**Blacksands
      Petroleum, Inc.**


**(A
      Development Stage Enterprise)**


**Statements
      of Operations**




**(Unaudited)For the NineMonthsEndedJuly 31, 2007**
              
              **(Unaudited)For the NineMonthsEndedJuly 31, 2006**
              
              **(Unaudited)**
                **For theThreeMonthsEndedJuly 31,2007**
              
              **(Unaudited)For theThreeMonths**
                **EndedJuly 31,2006**
              
              **(Unaudited)From Inception(October 12, 2004)throughJuly 31, 2007****Revenues:**Revenue
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Total
                  Revenues
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Expenses:**Professional
                  Fees
              
              
              421,363
              
              
              156,229
              
              
              211,571
              
              
              155,604
              
              
              736,804Loss
                  on abandoned fixed assets
              
              
              -
              
              
              1,494
              
              
              -
              
              
              1,494
              
              
              1,494Employee
                  remuneration
              
              
              40,083
              
              
              15,622
              
              
              14,091
              
              
              15,622
              
              
              69,545Website
                  & contract services
              
              
              13,079
              
              
              8,144
              
              
              12,019
              
              
              8,144
              
              
              23,777Depreciation
              
              
              6,065
              
              
              42
              
              
              2,059
              
              
              -
              
              
              8,508Exploration
                  expenses (note 12)
              
              
              1,129,401
              
              
              -
              
              
              5,372
              
              
              -
              
              
              1,129,401Office
                  and Administration
              
              
              82,447
              
              
              42,770
              
              
              26,600
              
              
              38,659
              
              
              181,620Total
                  Expenses
              
              
              1,692,438
              
              
              224,301
              
              
              271,712
              
              
              219,523
              
              
              2,151,149Net
                  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
              
              
              -
              
              
              487,271Gain
                  (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.




4




**Blacksands
      Petroleum, Inc.**


**(A
      Development Stage Enterprise)**


**Statement
      of Changes in Stockholders’ Equity**


**(Unaudited)**





**Shares**
            
            **ParValue$0.001**
            
            **AdditionalPaid-InCapital**
            
            **TreasuryStock**
            
            **OtherCompre-hensiveIncome**
            
            **DeficitAccumulatedDuringDevelopmentStage**
            
            **Stockholder’sEquity**Balance
                –
                October 12, 2004 -(inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -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
            
            
            -
            
            
            -
            
            
            8,106
            
            
            -
            
            
            -
            
            
            -
            
            
            8,106Foreign
                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.




5


**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 liabilitiesPrepaid
                  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.




6


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.




7


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.





8


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 -





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.





9


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.




10





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**
            
            **Accumulateddepreciation**
            
            **Net book**
              **Value**
            
            **Net book**
              **Value**Furniture
                and fixtures
            
            $
            18,752
            
            $
            3,441
            
            $
            15,311
            
            $
            16,078Office
                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.




11


BLACKSANDS
      PETROLEUM, INC.


(A
      DEVELOPMENT STAGE ENTERPRISE)


NOTES
      TO
      FINANCIAL STATEMENTS


(Unaudited)




3.
              STOCKHOLDER'S
                  EQUITY(continued)




Issued:




**Number ofShares**
            
            **Par Value**
            
            **AdditionalPaid in Capital**
            
            **TreasuryStock**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 ofConvertible
                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.




12


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.




13


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).




14


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:





15




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****ASSETS**Current
                  AssetsCash
                  held at bank
              
              $
              10,174,991Accounts
                  receivable
              
              
              83,135Prepaid
                  expenses
              
              
              24,340Total
                  Current Assets
              
              
              10,282,466Property,
                  plant and equipment - net
              
              
              27,365Oil
                  and gas property costs
              
              
              4,058,978Total
                  Capital Assets
              
              
              4,086,343Other
                  assetsRent
                  deposit
              
              
              10,424Total
                  Other Assets
              
              
              10,424Total
                  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
                  LiabilitiesAccounts
                  payable and accrued liabilities
              
              $
              1,011,203Accounts
                  payable to related parties
              
              
              1,855,646Current
                  portion of long term debt
              
              
              734,469Total
                  Current Liabilities
              
              
              3,601,318Long
                  Term Debt
              
              
              142,248Minority
                  Interest
              
              
              436,457Total
                  liabilities
              
              
              4,180,023Stockholders’
                  EquityCommon
                  Stock
              
              
              74,855Additional
                  Paid-in-Capital
              
              
              11,875,653Treasury
                  stock at cost
              
              
              (50,000
              )Accumulated
                  Comprehensive Loss
              
              
              (10,015
              )Deficit
                  accumulated during the development stage
              
              
              (1,691,283
              )Total
                  Stockholders' Equity
              
              
              10,199,210Total
                  Liabilities and Stockholders' Equity
              
              $
              14,379,233
 
 16
  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 MonthsEnded July 31,2007**
                
                Nine MonthsEnded July 31,2006**REVENUES:**Revenue
                
                **$**
                -
                
                $
                -Total
                    Revenues
                
                
                -
                
                
                -**EXPENSES:**Professional
                    Fees
                
                
                **421,363**
                
                
                156,229Loss
                    on abandoned fixed assets
                
                
                **-**
                
                
                1,494Employee
                    remuneration
                
                
                **40,083**
                
                
                15,622Website
                    & contract services
                
                
                **13,079**
                
                
                8,144Depreciation
                
                
                **6,065**
                
                
                42Exploration
                    expenses
                
                
                **1,129,401**
                
                
                -Office
                    and Administration
                
                
                **82,447**
                
                
                42,770Total
                    Expenses
                
                
                **1,692,438**
                
                
                224,301Net
                    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**
                **)**
                
                1,823Total
                    Comprehensive Loss
                
                **$**
                **(1,351,424**
                **)**
                $
                (222,478
                )
 
 17
  **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.
  18
  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
                  31,2006Current
                  Assets (1)
              
              $
              10,254,549
              
              $
              11,651,339Total
                  Assets (1)
              
              $
              10,386,078
              
              $
              11,692,566Current
                  Liabilities
              
              $
              186,868
              
              $
              100,038Stockholders’
                  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.
  19
  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.
 
 20
  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.
 
 21
  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
        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.
 
 22
  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.
  23
 
 (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.**
 
 ExhibitNo.
              
              Description31.1
              
              Sec.
                  302 Certification of Principal Executive Officer31.2
              
              Sec.
                  302 Certification of Principal Financial Officer32.1
              
              Sec.
                  906 Certification of Principal Executive Officer32.2
              
              Sec.
                  906 Certification of Principal Financial
                  Officer
 
 24
 
 **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. StevensonName: Darren
                R. Stevenson
                Title: 
                   Principal Executive Officer
 
 25