U.S.        SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

**FORM        10-Q**

 

Quarterly        Report Under Section 13 or 15 (d) of

Securities Exchange Act of 1934

 

For the        Quarterly Period ended January 31, 2008

 

Commission File Number 000-51427

 

**BLACKSANDS PETROLEUM, INC.**

(Exact        name of registrant as specified in its charter)

 

                                                           

| **Nevada**(State of incorporation) | **20-1740044**(IRS Employer identification no.) |
|------------------------------------|-------------------------------------------------|

**Suite        2700, 401 Bay Street        Toronto, Ontario Canada M5H 2Y4**(Address of principal executive offices)

**(416)        359-7805**(Registrant’s telephone number including area code)

 

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

Indicate        by check mark whether the registrant is a large accelerated filer, an accelerated filer, or        a non-accelerated filer. See definition of “accelerated filer and large accelerated        filer” in Rule 12b-2 of the Exchange Act. (Check one):

|   | Large accelerated filero | Accelerated filero | Non-accelerated filerx |
|--------|--------------------------|--------------------|------------------------|

 

Indicate        by check mark 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 March 24, 2008.

----

 

**PART I: FINANCIAL INFORMATION**

 

**Item 1. Financial Statements.**

 

The interim financial statements included herein are        unaudited but reflect, in management’s opinion, all adjustments, consisting only of        normal recurring adjustments, that are necessary for a fair presentation of our financial        position and the results of our operations for the interim periods presented. Because of        the nature of our business, the results of operations for the quarterly period ended        January 31, 2008 are not necessarily indicative of the results that may be expected for the        full fiscal year.

1

----

| **Blacksands Petroleum, Inc.**       |
|--------------------------------------|
| **(A Development Stage Enterprise)** |
| **Consolidated Balance Sheets**      |

 

|                                                                                                                                                                           |   | (Unaudited)          |           | (Audited)            |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|----------------|----------------------|--------|
|                                                                                                                                                                           |   | **As of**            |           | **As of**            |   |
|                                                                                                                                                                           |   | **January 31, 2008** |           | **October 31, 2007** |   |
|                                                                                                                                                                           |   |                 |           |                 |   |
| **A S S E T S**                                                                                                                                                                |   |                 |           |                 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |
| Current Assets                                                                                                                                                                 |   |                 |           |                 |   |
| Cash held at bank                                                                                                                                                              |   | **$**                | **5,726,442**  |                 | $      | 6,548,707 |   |
| Cash held in attorney’s trust account                                                                                                                               |   |                 | **-**          |                 |   | 44,396 |   |
| Prepaid expenses and deposits                                                                                                                                                  |   |                 | **60,744**     |                 |   | 20,624 |   |
| Total Current Assets                                                                                                                                                           |   |                 | **5,787,186**  |                 |   | 6,613,737 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| Property and Equipment – net (note 2)                                                                                                                                    |   |                 | **23,768**     |                 |   | 25,306 |   |
| Oil and Gas property costs (note 3)                                                                                                                                            |   |                 | **5,382,616**  |                 |   | 5,022,859 |   |
| Total Capital Assets                                                                                                                                                           |   |                 | **5,406,384**  |                 |   | 5,048,165 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| Total Assets                                                                                                                                                                   |   | **$**                | **11,193,570** |                 | $      | 11,661,902 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| **L I A B I L I T I E S    A N D                           S T O C K H O L D E R S’    E Q U I                        T Y** |   |                 |           |                 |   |   |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| Current Liabilities                                                                                                                                                            |   |                 |           |                 |   |   |   |
| Accounts payable and accrued liabilities                                                                                                                                       |   | **$**                | **523,525**    |                 | $      | 589,855 |   |
| Accounts payable to related parties (note 6)                                                                                                                                   |   |                 | **238,417**    |                 |   | 275,022 |   |
| Total Current Liabilities                                                                                                                                                      |   |                 | **761,942**    |                 |   | 864,877 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| Minority Interest                                                                                                                                                              |   |                 | **724,740**    |                 |   | 639,596 |   |
| Total Liabilities                                                                                                                                                              |   |                 | **1,486,682**  |                 |   | 1,504,473 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |
| Stockholders’ Equity                                                                                                                                                     |   |                 |           |                 |   |   |   |
| Preferred Stock (note 4)                                                                                                                                                       |   |                 | **-**          |                 |   | - |   |
| Common Stock (note 4)                                                                                                                                                          |   |                 | **74,855**     |                 |   | 74,855 |   |
| Additional Paid-in-Capital                                                                                                                                                     |   |                 | **11,881,057** |                 |   | 11,878,355 |   |
| Treasury stock, at cost                                                                                                                                                        |   |                 | **(50,000**    | **)**                |   | (50,000 | ) |
| Accumulated Comprehensive Loss                                                                                                                                                 |   |                 | **125,900**    |                 |   | 319,962 |   |
| Deficit accumulated during the development stage                                                                                                                               |   |                 | **(2,324,924** | **)**                |   | (2,065,743 | ) |
| Total Stockholders’ Equity                                                                                                                                               |   |                 | **9,706,888**  |                 |   | 10,157,429 |   |
| Total Liabilities and Stockholders’ Equity                                                                                                                               |   | **$**                | **11,193,570** |                 | $      | 11,661,902 |   |
|                                                                                                                                                                           |   |                 |           |                 |   |   |   |

See accompanying notes to Consolidated Financial        Statements.

2

----

 

| **Blacksands Petroleum, Inc.**            |
|-------------------------------------------|
| **(A Development Stage Enterprise)**      |
| **Consolidated Statements of Operations** |

 

|                                                                                           |   |   |   | **(Unaudited)**

**November 1, 2007 To**

**January 31, 2008** |   | **(Unaudited)**

**November 1, 2006**

**To**

**January 31, 2007** |   | **(Unaudited)**

**From Inception**

**(October 12, 2004)**

**Through**

**January 31, 2008** |       |
|------------------------------------------------------------------------------------------------|--------|--------|--------|----------------------------------------------------------------|--------|---------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|------------|
|                                                                                           |   |   |   |                                                           |   |                                                                |
|                                                                                           |   |   |   |                                                           |   |                                                                |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |
| **Revenues:**                                                                                  |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |
| Revenue                                                                                   |   |   |   |                                                           | **$**  | **-**                                                               |   | $                                                                                              | -          |   | **$** | **-** |   |
| Total Revenues                                                                                 |   |   |   |                                                           |   | **-**                                                               |   |                                                                                           | -          |   |   | **-** |   |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| **Expenses:**                                                                                  |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Professional Fees                                                                         |   |   |   |                                                           |   | **141,885**                                                         |   |                                                                                           | 144,529    |   |   | **1,073,955** |   |
| Loss on abandoned fixed assets                                                                 |   |   |   |                                                           |   | **-**                                                               |   |                                                                                           | -          |   |   | **1,496** |   |
| Employee remuneration                                                                          |   |   |   |                                                           |   | **89,761**                                                          |   |                                                                                           | 12,895     |   |   | **273,518** |   |
| Depreciation                                                                                   |   |   |   |                                                           |   | **1,538**                                                           |   |                                                                                           | 1,947      |   |   | **12,105** |   |
| Office and Administration                                                                 |   |   |   |                                                           |   | **56,319**                                                          |   |                                                                                           | 29,926     |   |   | **337,844** |   |
| Oil and gas exploration                                                                        |   |   |   |                                                           |   | **67,454**                                                          |   |                                                                                           | -          |   |   | **1,295,007** |   |
| Total Expenses                                                                                 |   |   |   |                                                           |   | **356,957**                                                         |   |                                                                                           | 189,297    |   |   | **2,993,925** |   |
| Net loss from Operations                                                                       |   |   |   |                                                           |   | **(356,957**                                                        | **)**  |                                                                                           | (189,297   | ) |   | **(2,993,925** | **)** |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| **Other Income and Expenses:**                                                                 |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Interest Income                                                                           |   |   |   |                                                           |   | **52,584**                                                          |   |                                                                                           | 120,820    |   |   | **594,096** |   |
| Gain (loss) from Currency Transaction                                                     |   |   |   |                                                           |   | **2,490**                                                           |   |                                                                                           | 1,409      |   |   | **(1,314** | **)** |
| Net Loss before Taxes                                                                          |   |   |   |                                                           |   | **(301,883**                                                        | **)**  |                                                                                           | (67,068    | ) |   | **(2,401,143** | **)** |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| **Provision for Income Taxes:**                                                                |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Income Tax Benefit                                                                        |   |   |   |                                                           |   | **-**                                                               |   |                                                                                           | -          |   |   | **-**  |   |
| Net Loss before minority interest                                                              |   |   |   |                                                           |   | **(301,883**                                                        | **)**  |                                                                                           | (67,068    | ) |   | **(2,401,143** | **)** |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Minority Interest                                                                              |   |   |   |                                                           |   | **42,702**                                                          |   |                                                                                           | -          |   |   | **101,219** |   |
| Net loss for the year                                                                          |   |   |   |                                                           | **$**  | **(259,181**                                                        | **)**  | $                                                                                              | (67,068    | ) | **$** | **(2,299,924** | **)** |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| **Other comprehensive income net of                        tax:**                              |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Foreign currency translation adjustment                                                        |   |   |   |                                                           | **$**  | **(194,062**                                                        | **)**  | $                                                                                              | (11,316    | ) | **$** | **125,900** |   |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Total Comprehensive Loss                                                                       |   |   |   |                                                           | **$**  | **(453,243**                                                        | )      | $                                                                                              | (78,384    | ) | **$** | **(2,174,024** | **)** |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
| Basic and Diluted Loss Per Common Share                                                        |   |   |   |                                                           | **$**  | **(0.01**                                                           | **)**  | $                                                                                              | (0.00      | ) | **$** | **(0.04** | **)** |
| Weighted Average number of Common Shares used in per share                        calculations |   |   |   |                                                           |   | **44,854,700**                                                      |   |                                                                                           | 46,811,222 |   |   | **49,045,802** |   |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |
|                                                                                           |   |   |   |                                                           |   |                                                                |   |                                                                                           |       |   |   |   |   |

See accompanying notes to Consolidated Financial        Statements.

3

----

| **Blacksands Petroleum, Inc.**                                                         |
|----------------------------------------------------------------------------------------|
| **(A Development Stage Enterprise)**                                                   |
| **Consolidated Statement of Changes in Stockholders’                    Equity** |

**(Unaudited)**

|                                                                                                                                                                                                                                                                                                            | **Shares**   | **Par Value $0.001**                         | **Additional Paid-In Capital**               | **Treasury Stock**                           | **Other Compre-hensive Income**              | **Deficit Accumulated During Development                        Stage** | **Stockholders’ Equity**               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|----------------------------------------------|----------------------------------------------|----------------------------------------------|----------------------------------------------|-------------------------------------------------------------------------|----------------------------------------------|
|                                                                                                                                                                                                                                                                                                            |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| Balance – October 12, 2004 -

(inception)                                                                                                                                                                                                                                                                 | –      | $      – | $      – | $      – | $      – | $      –                            | $      – |
| Stock issued for cash - October 12, 2004 (1)                                                                                                                                                                                                                                                                    | 30,000,000   | 30,000                                       | -                                            | -                                            | -                                            | (25,000)                                                                | 5,000                                        |
| Foreign Currency Translation Adjustment                                                                                                                                                                                                                                                                         | -            | -                                            | -                                            | -                                            | ( 5)                                         | -                                                                       | ( 5)                                         |
| Net Loss                                                                                                                                                                                                                                                                                                        | -            | -                                            | -                                            | -                                            | -                                            | -                                                                       | -                                            |
| Balance – October 31, 2004                                                                                                                                                                                                                                                                                | 30,000,000   | 30,000                                       | -                                            | -                                            | ( 5)                                         | (25,000)                                                                | 4,995                                        |
| Stock issued for cash - March 4, 2005 (1)                                                                                                                                                                                                                                                                       | 33,000,000   | 33,000                                       | 22,000                                       | -                                            | -                                            | -                                                                       | 55,000                                       |
| Foreign Currency Translation Adjustment                                                                                                                                                                                                                                                                         | -            | -                                            | -                                            | -                                            | ( 2,787)                                     | -                                                                       | ( 2,787)                                     |
| Net Loss                                                                                                                                                                                                                                                                                                        | -            | -                                            | -                                            | -                                            | -                                            | ( 13,780)                                                               | ( 13,780)                                    |
| Balance – October 31, 2005                                                                                                                                                                                                                                                                                | 63,000,000   | 63,000                                       | 22,000                                       | -                                            | ( 2,792)                                     | ( 38,780)                                                               | 43,428                                       |
| Equity Compensation -                                                                                                                                                                                                                                                                                           |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| Granted August 1, 2006                                                                                                                                                                                                                                                                                          | -            | -                                            | 21,620                                       | -                                            | -                                            | -                                                                       | 21,620                                       |
| Deferred equity compensation                                                                                                                                                                                                                                                                                    | -            | -                                            | (18,918)                                     | -                                            | -                                            | -                                                                       | ( 18,918)                                    |
| Stock issued for cash - August 10, 2006                                                                                                                                                                                                                                                                         | 10,854,700   | 10,855                                       | 10,843,845                                   | -                                            | -                                            | -                                                                       | 10,854,700                                   |
| Stock issued on conversion                                                                                                                                                                                                                                                                                      |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| of Debentures -                                                                                                                                                                                                                                                                                                 |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| August 10, 2006                                                                                                                                                                                                                                                                                                 | 1,000,000    | 1,000                                        | 999,000                                      | -                                            | -                                            | -                                                                       | 1,000,000                                    |
| Foreign Currency Translation Adjustment                                                                                                                                                                                                                                                                         | -            | -                                            | -                                            | -                                            | 496                                          | -                                                                       | 496                                          |
| Net Loss                                                                                                                                                                                                                                                                                                        | -            | -                                            | -                                            | -                                            | -                                            | ( 308,798)                                                              | ( 308,798)                                   |
| Balance – October 31, 2006                                                                                                                                                                                                                                                                                | 74,854,700   | 74,855                                       | 11,867,547                                   | -                                            | (2,296)                                      | (347,578)                                                               | 11,592,528                                   |
| Stock repurchased for cash-                                                                                                                                                                                                                                                                                     |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| November 6, 2006                                                                                                                                                                                                                                                                                                | (30,000,000) | -                                            | -                                            | (50,000)                                     | -                                            | -                                                                       | ( 50,000)                                    |
| Equity compensation expensed                                                                                                                                                                                                                                                                                    | -            | -                                            | 10,808                                       | -                                            | -                                            | -                                                                       | 10,808                                       |
| Foreign Currency Translation Adjustment                                                                                                                                                                                                                                                                         | -            | -                                            | -                                            | -                                            | 322,258                                      | -                                                                       | 322,258                                      |
| Net Loss                                                                                                                                                                                                                                                                                                        | -            | -                                            | -                                            | -                                            | -                                            | ( 1,718,165)                                                            | ( 1,718,165)                                 |
| Balance – January 31, 2008                                                                                                                                                                                                                                                                                | 44,854,700   | $ 74,855                                     | $ 11,878,355                                 | $ (50,000)                                   | $ 319,962                                    | $ (2,065,743)                                                           | $ 10,157,429                                 |
| Equity compensation expensed                                                                                                                                                                                                                                                                                    | -            | -                                            | 2,702                                        | -                                            | -                                            | -                                                                       | 2,702                                        |
| Foreign Currency Translation Adjustment                                                                                                                                                                                                                                                                         | -            | -                                            | -                                            | -                                            | (194,062)                                    | -                                                                       | (194,062)                                    |
| Net Loss                                                                                                                                                                                                                                                                                                        | -            | -                                            | -                                            | -                                            | -                                            | (259,181)                                                               | (259,181)                                    |
| Balance – January 31, 2008                                                                                                                                                                                                                                                                                | 44,854,700   | $ 74,855                                     | $ 11,881,057                                 | $ (50,000)                                   | $ 125,900                                    | $ (2,324,924)                                                           | $ 9,706,888                                  |
|                                                                                                                                                                                                                                                                                                            |         |                                         |                                         |                                         |                                         |                                                                    |                                         |
| (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 Consolidated Financial        Statements.

4

----

| **Blacksands Petroleum, Inc.**            |
|-------------------------------------------|
| **(A Development Stage Enterprise)**      |
| **Consolidated Statements of Cash Flows** |

         

|                                                                                                    | **(Unaudited)**

**November 1, 2007**

**Through**

**January 31, 2008** |   | **(Unaudited)**

**November 1, 2006**

**Through**

**January 31, 2007** |        | **(Unaudited)**

**From Inception**

**(October 12, 2004)**

**Through**

**January 31, 2008** |       |   |
|---------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------|--------|--------------------------------------------------------------------------|-------------|------------------------------------------------------------------------------------------------|------------|--------|
|                                                                                                    |                                                                     |   |                                                                     |        |
|                                                                                                    |                                                                     |   |                                                                     |        |
|                                                                                                    |                                                                     |   |                                                                     |        |
|                                                                                                    |                                                                     |   |                                                                     |        |
| Cash Flows from Operating Activities:                                                                   |                                                                     |   |                                                                     |        |                                                                                           |       |   |
| Net Loss                                                                                                |                                                                     | **$**  | **(259,181**                                                             | **)**       | $                                                                                              | (67,068    | )      | **$** | **(2,299,924** | **)** |
| Adjustments to reconcile net loss to                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| net cash used in operating activities:                                                                  |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
|     Minority interest                                                               |                                                                     |   | **(42,702**                                                              | **)**       |                                                                                           | -          |   |   | **(101,219** | **)** |
|      Foreign Currency Income                        (loss)                     |                                                                     |   | **(194,062**                                                             | **)**       |                                                                                           | (11,316    | )      |   | **125,900** |   |
|      Equity compensation                        expense                        |                                                                     |   | **2,702**                                                                |        |                                                                                           | 2,702      |   |   | **16,212** |   |
|       Loss on abandoned fixed                        assets               |                                                                     |   | **-**                                                                    |        |                                                                                           | -          |   |   | **1,496** |   |
|       Office Equipment and                        Furniture: Depreciation |                                                                     |   | **1,538**                                                                |        |                                                                                           | 1,947      |   |   | **12,105** |   |
| Changes in Operating assets and liabilities:                                                            |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
|       Prepaid expenses and                        deposits                |                                                                     |   | **(40,110**                                                              | **)**       |                                                                                           | (17,126    | )      |   | **(60,744** | **)** |
|        Exclusivity                        agreement deposit          |                                                                     |   | **-**                                                                    |        |                                                                                           | (84,960    | )      |   | **-** |   |
|       Rent Deposit                                                        |                                                                     |   | **-**                                                                    |        |                                                                                           | 454        |   |   | **-** |   |
|       Accounts payable and                        accrued liabilities     |                                                                     |   | **(66,330**                                                              | **)**       |                                                                                           | (29,044    | )      |   | **523,525** |   |
|      Accounts payable to related                        party                  |                                                                     |   | **(36,605**                                                              | ****)****   |                                                                                           | (102       | )      |   | **238,417** |   |
| Net Cash Used in Operating Activities                                                         |                                                                     |   | **(634,750**                                                             | **)**       |                                                                                           | (204,513   | )      |   | **(1,544,232** | **)** |
|                                                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Cash Flows from Investing Activities:                                                                   |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Oil and gas property costs                                                                              |                                                                     |   | **(359,757**                                                             | **)**       |                                                                                           | -          |   |   | **(5,382,616** | **)** |
| Minority interest in subsidiary                                                                         |                                                                     |   | **127,846**                                                              |        |                                                                                           | -          |   |   | **825,959** |   |
| Purchase of property and equipment                                                                      |                                                                     |   | **-**                                                                    |        |                                                                                           | -          |   |   | **(37,369** | **)** |
| Net Cash Used in Investing Activities                                                                   |                                                                     |   | **(231,911**                                                             | **)**       |                                                                                           | -          |   |   | **(4,594,026** | **)** |
|                                                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Cash Flows from Financing Activities:                                                                   |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Repurchase of stock                                                                                     |                                                                     |   | **-**                                                                    |        |                                                                                           | (50,000    | )      |   | **(50,000** | **)** |
| Issue of convertible debentures                                                                         |                                                                     |   | **-**                                                                    |        |                                                                                           | -          |   |   | **1,000,000** |   |
| Sales of Common Stock                                                                              |                                                                     |   | **-**                                                                    |        |                                                                                           | -          |   |   | **10,914,700** |   |
| Net Cash (Used in) Provided by Financing                        Activities                              |                                                                     |   | **-**                                                                    |        |                                                                                           | (50,000    | )      |   | **11,864,700** |   |
|                                                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Net Increase (Decrease) in Cash                                                                         |                                                                     |   | **(866,661**                                                             | **)**  |                                                                                           | (254,513   | )      |   | **5,726,442** |   |
| Cash Balance, Beginning of Period                                                                       |                                                                     |   | **6,593,103**                                                            |        |                                                                                           | 11,647,845 |   |   | **-** |   |
| Cash Balance, End of Period                                                                             |                                                                     | **$**  | **5,726,442**                                                            |        | $                                                                                              | 11,393,332 |   | **$** | **5,726,442** |   |
|                                                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Supplemental Disclosures:                                                                               |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Cash Paid for interest                                                                                  |                                                                     | **$**  | **-**                                                                    |        | $                                                                                              | -          |   | $ | - |   |
| Cash Paid for income taxes                                                                              |                                                                     | **$**  | **-**                                                                    |        | $                                                                                              | -          |   | $ | - |   |
| Non-cash financing activities:                                                                          |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
| Conversion of debentures into stock and warrants                                                        |                                                                     | $      | -                                                                        |        | $                                                                                              | -          |   | $ | 1,000,000 |   |
|                                                                                                    |                                                                     |   |                                                                     |        |                                                                                           |       |   |   |   |   |
|                                                                                                         |                                                                          |        |                                                                          |             |                                                                                                |            |        |  |  |  |  |

See accompanying notes to Consolidated Financial        Statements.

5

----

| **Blacksands Petroleum, Inc.**                 |
|------------------------------------------------|
| **(A Development Stage Enterprise)**           |
| **Notes to Consolidated Financial Statements** |

 

 

| 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 fashionable 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 the Company was 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. 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. (“Access”). 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.

         

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. As reflected in the accompanying        financial statements, the Company has incurred net losses and negative cash flows from        operations, which raises substantial doubt about the Company’s ability to continue as        a going concern. 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 Access Energy        Inc. from the date of acquisition of August 3, 2007. All significant inter-company        transactions and balances have been eliminated. The acquisition of 75% of the issued common        stock of Access Energy Inc. is accounted for using the purchase method of accounting. Under        the purchase method of accounting, the assets and liabilities of Access are recorded as of        the acquisition date, at their fair market values, and added to those of Blacksands. The        25% share of the minority stockholders’ interest in the net assets of Access is        recorded as a liability. Pre-acquisition losses of Access are eliminated on consolidation.        The 25% share of the minority stockholders’ net post acquisition losses of Access are        shown as a separate item on the consolidated statement of operations and are deducted from        the minority stockholders’ interest in net assets.

         

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.

6

----

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

         

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        January 31, 2008, the Company has maintained 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.

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 established a valuation        allowance for the full tax benefit of the operating loss carryovers due to the uncertainty        regarding realization.

 

Net loss per common share- The        Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share        (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS        128 and SAB 98, basic net loss per share is computed by dividing the net loss available to        common stockholders for the period by the weighted average number of shares of common stock        outstanding during the period. The calculation of diluted net loss per share gives effect        to common stock equivalents; however, potential common shares are excluded if their effect        is anti-dilutive. For the quarter ended January 31, 2008, 14,054,700 options and warrants        were excluded from the computation of diluted earnings per share because their effect would        be anti-dilutive. For the quarter ended January 31, 2007 there were 13,054,700 options and        warrants excluded from the computation of diluted earnings per share because their effect        would be anti-dilutive.

7

----

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

         

Comprehensive income (loss)– The Company’s funds at January 31, 2008 and at October 31,        2007 were held in Canadian and U.S. Dollar bank accounts. Foreign currency translation        losses for the quarter ended January 31, 2008 amounted to $194,062. Foreign currency        translation losses for the quarter ended January 31, 2007 were $11,316. Total foreign        currency translation gains from October 12, 2004 to January 31, 2008 were $125,900. See        note 8 regarding comprehensive income.

         

Foreign Currency        Translation –The Company uses 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.

         

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.

         

Fair Value of Financial Instruments- The carrying amounts of financial instruments, including cash and cash        equivalents, prepaid expenses and deposits, accounts payable and accrued expenses        approximate fair value at January 31, 2008 and at October 31, 2007 because of the        relatively short maturity of the instruments.

 

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

 

Stock based compensation-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.

 

New accounting pronouncements-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 is currently evaluating the impact this statement will have on        the consolidated financial statements of the Company once adopted.

8

----

| 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.

         

In December 2007, the FASB issued FASB Statement No. 141        (revised 2007), *Business Combinations*. This Statement replaces FASB Statement No.        141, *Business Combinations*. This Statement retains the fundamental requirements in        Statement 141 that the acquisition method of accounting (which Statement 141 called        the purchase method) be used for all business combinations and for an acquirer to be        identified for each business combination. This Statement defines the acquirer as the entity        that obtains control of one or more businesses in the business combination and establishes        the acquisition date as the date that the acquirer achieves control. This Statement’s        scope is broader than that of Statement 141, which applied only to business combinations in        which control was obtained by transferring consideration. By applying the same method of        accounting—the acquisition method—to all transactions and other events in which        one entity obtains control over one or more other businesses, this Statement improves the        comparability of the information about business combinations provided in financial        reports.

         

This Statement requires an acquirer to recognize the assets        acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the        acquisition date, measured at their fair values as of that date, with limited exceptions        specified in the Statement. That replaces Statement 141’s cost-allocation process,        which required the cost of an acquisition to be allocated to the individual assets acquired        and liabilities assumed based on their estimated fair values.

         

This Statement applies to all transactions or other events in        which an entity (the acquirer) obtains control of one or more businesses (the acquirer),        including those sometimes referred to as “true mergers” or “mergers of        equals” and combinations achieved without the transfer of consideration, for example,        by contract alone or through the lapse of minority veto rights. This Statement applies to        all business entities, including mutual entities that previously used the        pooling-of-interests method of accounting for some business combinations. It does not apply        to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of        assets that does not constitute a business, (c) A combination between entities or        businesses under common control, (d) A combination between not-for-profit organizations or        the acquisition of a for-profit business by a not-for-profit        organization.

This Statement applies prospectively to business combinations        for which the acquisition date is on or after the beginning of the first annual reporting        period beginning on or after December 15, 2008. An entity may not apply it before that        date. Management believes this Statement will have no impact on the financial statements of        the Company once adopted.

9

----

 

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

         

In December 2007, the FASB issued FASB Statement No. 160        – *Non-controlling Interests in Consolidated Financial Statements* – an        amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated        financial statements, except not-for-profit organizations, but will affect only those        entities that have an outstanding non-controlling interest in one or more subsidiaries or        that deconsolidate a subsidiary.

         

This Statement amends ARB 51 to establish accounting and        reporting standards for the non-controlling interest in a subsidiary and for the        deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a        subsidiary is an ownership interest in the consolidated entity that should be reported as        equity in the consolidated financial statements. Before this Statement was issued, limited        guidance existed for reporting non-controlling interests. As a result, considerable        diversity in practice existed. So-called minority interests were reported in the        consolidated statement of financial position as liabilities or in the mezzanine section        between liabilities and equity. This Statement improves comparability by eliminating that        diversity.

         

A non-controlling interest, sometimes called a minority        interest, is the portion of equity in a subsidiary not attributable, directly or        indirectly, to a parent. The objective of this Statement is to improve the relevance,        comparability, and transparency of the financial information that a reporting entity        provides in its consolidated financial statements by establishing accounting and reporting        standards that require: (a) The ownership interests in subsidiaries held by parties other        than the parent be clearly identified, labeled, and presented in the consolidated statement        of financial position within equity, but separate from the parent’s equity, (b) The        amount of consolidated net income attributable to the parent and to the non-controlling        interest be clearly identified and presented on the face of the consolidated statement of        income, (c) Changes in a parent’s ownership interest while the parent retains its        controlling financial interest in its subsidiary be accounted for consistently. A        parent’s ownership interest in a subsidiary changes if the parent purchases        additional ownership interests in its subsidiary or if the parent sells some of its        ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of        its ownership interests or the subsidiary issues additional ownership interests. All of        those transactions are economically similar, and this Statement requires that they be        accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated,        any retained non-controlling equity investment in the former subsidiary be initially        measured at fair value. The gain or loss on the deconsolidation of the subsidiary is        measured using the fair value of any non-controlling equity investment rather than the        carrying amount of that retained investment, (e) Entities provide sufficient disclosures        that clearly identify and distinguish between the interests of the parent and the interests        of the non-controlling owners.

         

This Statement is effective for fiscal years, and interim        periods within those fiscal years, beginning on or after December 15, 2008 (that is,        January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.        This Statement shall be applied prospectively as of the beginning of the fiscal year in        which this Statement is initially applied, except for the presentation and disclosure        requirements. The presentation and disclosure requirements shall be applied retrospectively        for all periods presented. Management believes this Statement will have no impact on the        financial statements of the Company once adopted.

         

Management does not believe that any other recently issued,        but not yet effective accounting pronouncements if currently adopted would have a material        effect on the accompanying consolidated financial statements.

10

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| 2. | PROPERTY AND EQUIPMENT |
|----|------------------------|

         

The Company owns the following office equipment and        furniture:

 

|                                       | January 31, 2008 | October 31,                2007 |
|---------------------------------------|------------------|---------------------------------|
|                                       |
| Net book                value         |
|                                       |
| Furniture and                fixtures |             |                            | $ | 18,752 |   | $ | 5,057 |   | $ | 13,695 |   | $ | 14,416 |   |
| Office equipment                      |             |                            |   | 16,760 |   |   | 6,687 |   |   | 10,073 |   |   | 10,890 |   |
|                                       |
|                                  |             |                            | $ | 35,512 |   | $ | 11,744 |   | $ | **23,768** |   | $ | 25,306 |   |
|                                       |

 

Depreciation expense amounted to $1,538 and $1,947 for the        quarters ended January 31, 2008 and 2007, respectively.

 

| 3. | OIL AND GAS PROPERTY COSTS |
|----|----------------------------|

 

In the quarter ended January 31, 2008 and in the year ended        October 31, 2007, the Company incurred property acquisition costs as        follows:

         

|                                                                              | Three months Ended                January 31, 2008 | Year Ended                October 31, 2007 |
|------------------------------------------------------------------------------|----------------------------------------------------|--------------------------------------------|
|                                                                              |                                                    |                                            |
| Balance,                beginning of period                                  |                                               |                                       | **$** | **5,022,859** | ** ** | $ | — |   |
|                                                                              |                                                    |                                            |
| Fair Value of property                acquired August 3, 2007 on acquisition |                                               |                                       |
|   of Access Energy                Inc.                             |                                               |                                       | ** ** | **—** | ** ** |   | 4,593,666 |   |
| Costs incurred during the                period                              |                                               |                                       | ** ** | **359,757** | ** ** |   | — |   |
| Costs incurred from August                3, 2007 to October 31, 2007        |                                               |                                       | ** ** | **—** | ** ** |   | 429,193 |   |
|                                                                              |                                                    |                                            |
| Total incurred during the                period                              |                                               |                                       | ** ** | **359,757** | ** ** |   | 5,022,859 |   |
|                                                                              |                                                    |                                            |
| Balance, end of                year                                          |                                               |                                       | **$** | **5,382,616** | ** ** | $ | 5,022,859 |   |
|                                                                              |                                                    |                                            |

         

During the year ended October 31, 2007, the Company spent        funds to evaluate and to acquire properties with oil and gas potential in northern        Saskatchewan and northern Alberta. During the quarter ended January 31, 2008, the Company        incurred additional cost evaluating these properties and made payments contemplated in the        acquisition agreements.

         

On November 3, 2006, the Company entered into a joint venture        agreement (“JV Agreement”), which was amended on May 9, 2007, and on May 24,        2007, the Company entered into an Impact Benefit Agreement with the Buffalo River Dene        Nation (“BRDN”) to explore and develop its traditional lands in northern        Saskatchewan and Alberta.

         

Pursuant to the terms of the JV Agreement, the Company is        responsible for 100% of the costs to explore and develop any project within the traditional        lands. After all costs relating to a specific project have been recouped, the BRDN is        entitled to a net profit interest. Furthermore, the BRDN is entitled to earn an additional        interest in any project(s) by contributing its pro rata share of the costs to explore and        develop any project(s).

         

Pursuant to the terms of the Impact Benefit Agreement with        BRDN, the Company is committed to make certain contributions to the BRDN. As at January 31,        2008, the Company had paid a total of Cdn$1,550,000 (approximately US$1,544,000) to the        BRDN and is committed to further annual payments over the term of the        agreement.

         

11

----

 

| 3. | OIL AND GAS PROPERTY COSTS– (continued) |
|----|-----------------------------------------------|

         

The funding provided to the BRDN under the Impact Benefit        Agreement is recoverable to the Company under the JV Agreement before the payment of the        BRDN net profit interest. These costs are capitalized as acquisition-related costs        associated with oil and gas property interests, and will be credited when        recovered.

 

| 4. | STOCKHOLDER’S EQUITY |
|----|----------------------------|

 

Authorized:

         

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

         

Issued:

|                                                                                  | Number of                Shares | Par Value  | Additional                Paid in Capital | Treasury                Stock |
|----------------------------------------------------------------------------------|---------------------------------|------------|-------------------------------------------|-------------------------------|
|                                                                                  |
| October 12, 2004                - Issued for cash                                |                            |       |                                      | 1,000,000                     |   | $ | 1,000 |   | $ | 4,000 |   | $ | — |   |
| March 2005 - Issued for                cash                                      |                            |       |                                      | 1,100,000                     |   |   | 1,100 |   |   | 53,900 |   |   | — |   |
|                                                                                  |
| **Balance October 31,                2005**                                      | ** **                      | ** ** |                                      | 2,100,000                     |   |   | 2,100 |   |   | 57,900 |   |   | — |   |
| June 21, 2006 - Stock Split                30:1                                  |                            |       |                                      | 60,900,000                    |   |   | 60,900 |   |   | (57,900 | ) |   | — |   |
| August 9, 2006 - Issued for                cash                                  |                            |       |                                      | 10,854,700                    |   |   | 10,855 |   |   | 10,843,845 |   |   | — |   |
| August 9, 2006 - On                conversion of                                 |                            |       |
|    Convertible                Debentures                          |                            |       |                                      | 1,000,000                     |   |   | 1,000 |   |   | 999,000 |   |   | — |   |
|                                                                                  |
| **Balance, October 31,                2006**                                     | ** **                      | ** ** |                                      | 74,854,700                    |   | $ | 74,855 |   | $ | 11,842,845 |   | $ | — |   |
| Repurchase of stock for cash                November.                            |                            |       |
| 6, 2006                                                                          |                            |       |                                      | (30,000,000                   | ) |   | — |   |   | — |   |   | (50,000 | ) |
|                                                                                  |
| **Balance, October 31,                2007                and January 31, 2008** | ** **                      | ** ** |                                      | 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 or more series, with such voting powers,        designations, preferences and rights or qualifications, limitations or restrictions thereof        as shall be stated in the resolution or resolutions adopted by them.

         

Effective August 9, 2006, the Company closed a private        placement of Units of its securities. 10,854,700 Units were issued at a price of $1.00 per        Unit, resulting in gross proceeds of $10,854,700. The offering was conducted pursuant to        the exemption from the registration requirements of the federal securities laws provided by        Regulation S and Section 4(2) of the Securities Act of 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”).

12

----

| 4. | STOCKHOLDER’S EQUITY(continued) |
|----|---------------------------------------|

         

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 remained in escrow until the acquisition        of Access Energy Inc. on August 3, 2007.

         

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 of these Warrants 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.

         

On November 6, 2006, the Company purchased 30,000,000 shares        of common stock from Darren Stevenson for $50,000 cash in accordance with the terms of the        stock repurchase agreement.

         

As at January 31, 2008, 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.

         

In addition there are 1,500,000 Warrants outstanding, which        were issued as part of the consideration for the purchase of the subsidiary. Each of these        1,500,000 Warrants is exercisable for five years commencing August 3, 2007 and entitles the        holder to purchase one share of Common Stock at $2.00 per share.

         

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.

 

| 5. | RELATED PARTY TRANSACTIONS |
|----|----------------------------|

 

As of January 31, 2008, there are no significant related        party transactions between the Company and any of its officers or directors other than a        consulting agreement between Access and a company controlled by the President and CEO and        Director of the Company.

         

On November 1, 2005,Access entered into an agreement with        Coniston Investment Corp. (“Coniston”), to provide management, consulting and        advisory services to Access (the “Services”). These services include assisting        Access in negotiating joint venture agreements, assisting in the formation of a team of        technical experts, and other consulting and advisory services as required by Access from        time to time. The agreement automatically renews for consecutive one-year terms unless        terminated by either party in writing.

         

Coniston’s sole shareholder, President and CEO is the        President and CEO of Access and, effective November 1, 2007, also of the Company. Pursuant        to the agreement: (i) Accessshall pay Coniston a fee        of: (i) Cdn$260,000 per annum, payable monthly (paid); (ii) Cdn$1,000,000 (the “Dene        Fee”) in the event Access enters into an agreement with the BRDN and/or its        associates or affiliates to develop hydrocarbon opportunities in a defined area within        Treaty 10 lands which includes the traditional and historically occupied and used lands of        the BRDN (paid in the year ended October 31, 2007); and (iii) Coniston will also be        entitled to receive a 1.25% non-convertible overriding royalty based on 100% production        (“GORR”) from any and all projects that Coniston brings to Access (the        “Royalty Fee”).

         

During the quarter ended January 31, 2008, Coniston charged        Access management fees of Cdn$68,250 including Goods and Services Tax (“GST”)        which amount is included in the consolidated statement of operations. Amounts payable to        Coniston of Cdn$239,326 (US$238,417) are shown as amounts payable to related parties as at        January 31, 2008. The employment agreement with Darren Stevenson was terminated effective        October 31, 2007.

         

13

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| 6. | STOCK OPTIONS AND WARRANTS |
|----|----------------------------|

         

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 would have vested if the Company conducted a placement of at least        US$50,000,000. On October 31, 2007 the Company cancelled these 500,000 options granted to        Mr. Darren Stevenson as part of the termination of his employment agreement as        President and CEO.

         

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, which has been subsequently        terminated effective February 29, 2008. Under the Stock Warrant Agreement, Mr. Layton        received warrants to purchase 200,000 shares of our common stock 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, 2006        and warrants to purchase the final 100,000 shares of common stock would have vested if the        Company conducted a placement of at least US$50,000,000 during Mr. Layton’s        agreement with the Company. All of the warrants, once vested, were exercisable at $2.00 per        share until July 31, 2008.

         

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

 

As at January 31, 2008, the Company has issued no other        options or entered into stock option agreements with any other persons except as noted in        Note 11.

         

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 has 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. As per Note 11, the Board of Directors approved a revised stock        option plan on February 15, 2008 subject to regulatory and shareholder approvals. Other        than options granted on February 15, 2008, as described in Note 11, no awards have been        granted under the Plan as of January 31, 2008.

14

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| 6. | STOCK OPTIONS (continued) |
|----|---------------------------|

         

A summary of the Company’s stock option activity and        related information for the quarters ended January 31, 2008 and January 31, 2007 is as        follows:

 

|                                                                                                                                       | Number of Shares | Weighted Average                Exercise Price |
|---------------------------------------------------------------------------------------------------------------------------------------|------------------|------------------------------------------------|
|                                                                                                                                       |                  |
| Outstanding at                October 31, 2005                                                                                        |             |                                           |   | — |   |   | — |   |
|                      Granted |             |                                           |   | 1,000,000 |   | $ | 2.00 |   |
|                     Exercised     |             |                                           |   | — |   |   | — |   |
|                     Cancelled     |             |                                           |   | — |   |   | — |   |
|                                                                                                                                       |                  |
| Outstanding at January 31,                2007                                                                                        |             |                                           |   | 1,000,000 |   | $ | 2.00 |   |
|                      Granted |             |                                           |   | — |   |   | — |   |
|                     Exercised     |             |                                           |   | — |   |   | — |   |
|                     Cancelled     |             |                                           |   | (500,000 | ) | $ | 2.00 |   |
|                                                                                                                                       |                  |
| Outstanding at January 31,                2008                                                                                        |             |                                           |   | 500,000 |   | $ | 2.00 |   |
|                                                                                                                                       |                  |

 

On October 31, 2007, the Company cancelled 500,000 options        granted to Mr. Darren Stevenson as part of the termination of his employment agreement as        President and CEO.

A summary of options granted, vested and cancelled during the        quarters ended January 31, 2008 and 2007 is as follows:

 

|                                       | Options                Granted/(Cancelled) | Options Vested |
|---------------------------------------|--------------------------------------------|----------------|
|                                  |                                            |
||
|                                  |                                            |
| **January 31,                2007**   |                                       |           |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |   |  |   |
| Vested January 1,                2007 |                                       |           |   | — |   |   | — |   |   | — |   |   | 200,000 |   |   | 0.25 |   | $ | 2.00 |   |
| **January 31, 2008**                  | ** **                                 | ** **     |
| Granted or                vested      |                                       |           |   | — |   |   | — |   |   | — |   |   | — |   |   | — |   |   | — |   |

 

A summary of the Company’s stock warrant activity and        related information for the quarters ended January 31, 2008 and 2007 is as        follows:

 

|                                                                                                                                       | Warrants | Weighted Average                Exercise Price |
|---------------------------------------------------------------------------------------------------------------------------------------|----------|------------------------------------------------|
|                                                                                                                                  |          |
| Outstanding at                October 31, 2006                                                                                        |     |                                           |   | 12,054,700 |   | $ | 2.98 |   |
|                      Granted |     |                                           |   | — |   |   | — |   |
|                     Exercised     |     |                                           |   | — |   |   | — |   |
|                     Cancelled     |     |                                           |   | — |   |   | — |   |
|                                                                                                                                  |          |
| Outstanding at January 31,                2007                                                                                        |     |                                           |   | 12,054,700 |   | $ | 2.98 |   |
|              Granted                - August 3, 2007                 |     |                                           |   | 1,500,000 |   | $ | 2.00 |   |
|                     Exercised     |     |                                           |   | — |   |   | — |   |
|                     Cancelled     |     |                                           |   | — |   |   | — |   |
|                                                                                                                                  |          |
| Outstanding at January 31,                2008                                                                                        |     |                                           |   | 13,554,700 |   | $ | 2.87 |   |
|                                                                                                                                  |          |

 

15

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| 7. | COMPREHENSIVE INCOME |
|----|----------------------|

         

The functional currency of the Company is the Canadian        Dollar. At January 31, 2008, the Company maintained account balances of Cdn$128,267        (approximately US$127,780) and US$5,598,662.

 

| 8. | LITIGATION |
|----|------------|

 

As of January 31, 2008, the Company is not aware of any        current or pending litigation, which may affect the Company’s        operations.

 

| 9 | LEASE COMMITMENTS |
|---|-------------------|

 

The Company renegotiated the lease for its Calgary office        space commencing April 1, 2007 for a period of one year at a monthly rent of Cdn$6,684        (approximately US$6,658). The Company does not intend to renew its Calgary office space        when the current lease expires at the end of March 2008.

         

Rent expense for the quarter ended January 31, 2008 and 2007        was $20,823 and $14,781, respectively.

         

| 10. | ACQUISITION OF ACCESS ENERGY INC.                        (“ACCESS”) |
|-----|---------------------------------------------------------------------------------|

         

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$3,234,545), and common stock purchase warrants to acquire        1,500,000 of the Company’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) Cdn$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 has been accounted for using the purchase method of accounting. Under the        purchase method of accounting, the assets and liabilities of Access are recorded as of the        acquisition date, at their fair market values, and added to those of the Company. The 25%        share of the minority stockholder’s interest has been recorded as a liability.        Pre-acquisition losses of Access are eliminated on 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 treated        as contributed capital.

16

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The Proforma unaudited consolidated statement of operations        for the quarter ended January 31, 2007 is as follows:

         

| **Blacksands Petroleum, Inc.**                                           |
|--------------------------------------------------------------------------|
| **(A Development Stage Enterprise)**                                     |
| **Proforma Consolidated Statement of                        Operations** |
| **For the three months ended January 31,                        2007**   |
| **(Unaudited)**                                                          |

 

|                                        | **Access Energy Inc.****Cdn$** | **Proforma Adjustment                        Cdn$** |   | **Access Energy Inc.****Adjusted****Cdn$** | **Access Energy Inc.****Adjusted****US$** | **Blacksands Petroleum, Inc.**

**US$** | **Combined****US$** | **Proforma Adjustment****US$** |   | **Proforma Consolidated****US$** |
|---------------------------------------------|--------------------------------|-----------------------------------------------------|--------|--------------------------------------------|-------------------------------------------|-----------------------------------------|---------------------|--------------------------------|--------|----------------------------------|
|                                        |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| **REVENUES:**                               |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
|                                        |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Revenue                                     |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Total Revenues                              | -                              | -                                                   |   | -                                          | -                                         | -                                       | -                   | -                              |   | -                                |
|                                        |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| **EXPENSES:**                               |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Professional Fees                      | -                              |                                                |   | -                                          | -                                         | 144,529                                 | 144,529             | -                              | b      | 144,529                          |
| Employee remuneration                       | 75,125                         |                                                |   | 75,125                                     | 86,799                                    | 12,895                                  | 99,694              | (86,799)                       | b      | 12,895                           |
| Depreciation                           | -                              |                                                |   | -                                          | -                                         | 1,947                                   | 1,947               | -                              |   | 1,947                            |
| Exploration expenses                        | -                              | 206,554                                             | a      | 206,554                                    | 238,652                                   | -                                       | 238,652             | (238,652)                      | b      | -                                |
| Office and Administration              | 1,958                          |                                                |   | 1,958                                      | 2,262                                     | 29,926                                  | 32,188              | (2,262)                        | b      | 29,926                           |
| Total Expenses                              | 77,083                         | 206,554                                             |   | 283,637                                    | 327,713                                   | 189,297                                 | 517,010             | (327,713)                      |   | 189,297                          |
| Net loss from Operations                    | (77,083)                       | (206,554)                                           |   | (283,637)                                  | (327,713)                                 | (189,297)                               | (517,010)           | 327,713                        |   | (189,297)                        |
| **Other Income and Expenses:**              |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Interest Income                        | -                              |                                                |   | -                                          | -                                         | 120,820                                 | 120,820             |                           |   | 120,820                          |
| Gain (loss) from Currency Transaction  | -                              |                                                |   | -                                          | -                                         | 1,409                                   | 1,409               |                           |   | 1,409                            |
| Interest expense                            | (14,115)                       |                                                |   | (14,115)                                   | (16,308)                                  | -                                       | (16,308)            | 16,308                         | b      | -                                |
| Net Loss before Taxes                       | (91,198)                       | (206,554)                                           |   | (297,752)                                  | (344,021)                                 | (67,068)                                | (411,089)           | 344,021                        |   | (67,068)                         |
|                                        |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| **Provision for Income Taxes:**             |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Income Tax Benefit                     | -                              |                                                |   | -                                          | -                                         | -                                       |                |                           |   | -                                |
| Net Loss                                    | (91,198)                       | (206,554)                                           |   | (297,752)                                  | (344,021)                                 | (67,068)                                | (411,089)           | 344,021                        |   | (67,068)                         |
| Other Comprehensive Income (Loss)           |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Foreign currency translation adjustment     | -                              | -                                                   |   | -                                          | (31,401)                                  | (11,316)                                | (42,717)            | 31,401                         |   | (11,316)                         |
|                                        |                           |                                                |   |                                       |                                      |                                    |                |                           |   |                             |
| Total Comprehensive Loss                    | (91,198)                       | (206,554)                                           |   | (297,752)                                  | (375,422)                                 | (78,384)                                | (453,806)           | 375,422                        |   | (78,384)                         |

 

Adjustments included in the columns under the heading        “Pro Forma Adjustments” include the following:

 

(a).        Access’s        financial statements in Canadian Dollars are adjusted to reflect consistent application of        accounting policies used by Blacksands. Blacksands uses the successful efforts basis of        accounting to report its oil and gas properties costs. Access’s financial statements        use the full cost method of accounting for oil and gas properties costs. The pro forma        adjustment results in Blacksands’ successful efforts method being applied to Access        financial statements; and

 

(b).        To        eliminate pre-acquisition expenses and losses of Access in the statement of        operations.

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| 11. | SUBSEQUENT EVENTS |
|-----|-------------------|

The Board of Directors approved a revised stock option plan        for the Company on February 15, 2008. The revised stock option plan is subject to        regulatory and shareholder approvals.

Also on February 15, 2008, the Board of Directors approved        the grant of 2,200,000 stock options to officers, directors and consultants of the Company.        These options are exerciseable at $1.90 per share for a term of five years, subject to all        necessary approvals, and have the following vesting provisions:

|   | - | 991,666 options vested immediately; |
|--------|---|-------------------------------------|

|   | - | 604,166 options vest when the stock price trades at or above                        $2.50 for ten consecutive trading days; and |
|--------|---|---------------------------------------------------------------------------------------------------------------------------------|

|   | - | 604,168 options vest when the stock price trades at or above                        $3.00 for ten consecutive trading days |
|--------|---|----------------------------------------------------------------------------------------------------------------------------|

Also on February 15, 2008, the Board of Directors approved an        advance of approximately Cdn$2,258,000 (US$2,264,829) to Access for its working capital        requirements. This advance is treated as contributed capital.

 

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**Item 2. Management’s Discussion and Analysis of        Financial Condition and Results of Operations.**

 

Certain statements in this report, other than purely        historical information, including estimates, projections, statements relating to our        business plans, objectives, and expected operating results, and the assumptions upon which        those statements are based, are “forward-looking statements” within the meaning        of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act        of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking        statements generally are identified by the words “believe,”        “project,” “expect,” “anticipate,”        “estimate,” “intend,” “strategy,” “plan,”        “may,” “should,” “will,” “would,”        “will be,” “will continue,” “will likely result,” and        similar expressions. Forward-looking statements are based on current expectations and        assumptions that are subject to risks and uncertainties, which may cause actual results to        differ materially from the forward-looking statements. A detailed discussion of risks and        uncertainties that could cause actual results and events to differ materially from such        forward-looking statements is included in our most recent annual report on Form 10-KSB        under the heading “Risk Factors and Uncertainties” (see Part 1, Item 1 in such        report), as amended in this report under the heading “Risk Factors” (see Part        II, Item 1A). We undertake no obligation to update or revise publicly any forward-looking        statements, whether as a result of new information, future events, or        otherwise.

 

The following discussion should be read in conjunction with        our consolidated financial statements and notes thereto included in this        report.

 

On August 3, 2007, we completed the purchase of 75% of Access        Energy Inc. (“Access”) for cash of $3,234,544 and 1,500,000 warrants to        purchase shares of our common stock issued to the former sole stockholder of Access. Prior        to our acquisition of Access (the “Purchase”), we were an exploration stage        company with no revenues. As a result of the Purchase, our plan of operation, results of        operations and financial condition differ materially from those that existed prior to the        Purchase.

 

The initial exploration project for Access is named        the “A10 Project” and lies on a portion of the traditional land of the        Buffalo River Dene Nation (the “BRDN”) subject to Treaty 10 (“Treaty        10”) in western Saskatchewan on the border with Alberta (the “Project        Land”). The BRDN is a party to Treaty 10 with Her Majesty the Queen in the Right of        Canada (the “Crown”) which recognizes lands and water belonging to the BRDN        whose territory is situated partly in the Province of Saskatchewan and partly in the        Province of Alberta. Upon entering into Treaty 10, the BRDN did not cede, release,        surrender or yield to the Crown any or all rights, titles and privileges whatsoever to the        BRDN’s traditional territories. Lands and waters described in Treaty 10 form a part        of the traditional territories of the BRDN. On November 3, 2006, Access entered into a        joint venture agreement, which was amended on May 9, 2007, and on May 24, 2007, Access        entered into an Impact Benefit Agreement with the BRDN granting Access exclusive access to        explore and develop its traditional lands. A copy of this agreement was filed as Exhibit        10.8 to our Form 8-K filed on August 8, 2007.

 

Subsequent to the Purchase, we have continued work to obtain        the permits, licenses and sub-surface rights necessary to commence our exploration        activities.

 

At a Board of Directors’ meeting on February 15, 2008,        the Board of Directors approved operating budgets for the Company and for Access for the        year ended October 31, 2008. The Access budget included cost expectations to obtain the        required permits, approvals, licences and sub-surface rights which would enable the Company        to carry out work on the A10 Project.

 

The Company is committed, under the Unanimous Shareholders'        Agreement among Access, the Company and the minority shareholder, to contribute sufficient        capital to Access to meet Access’s planned financial commitments until such time as        Access has sufficient internal capital resources to fund its commitments without such        contributions. These contributions are treated as a contribution of capital, with no        increase in our current 75% equity participation in Access. Therefore, all contributions        that we make to Access are dilutive to our shareholders as to 25% of such contributions.        The minority shareholder is not obligated to provide any funding to Access in order to        maintain his 25% interest in Access.

 

Unless the context otherwise requires, all references in this        report to “Blacksands”, “the Company”, ’we”,        ’us” or ’our” refer to both Blacksands and Access. In our        consolidated financial statements, this management’s discussion and analysis and        elsewhere in this report, unless otherwise noted, we include 100% of the accounts of Access        from the date of acquisition of August 3, 2007. For a discussion of our principles of        consolidation, see Note 1 to the interim consolidated financial statements included in this        report.

 

Consolidated Results of Operations

 

For the three months ended January 31, 2008, and since the        date of inception, we have not yet generated any revenues.

 

We incurred total operating expenses of $356,957 for the        three months ended January 31, 2008, as compared to total operating expenses of $189,297        for the three months ended January 31, 2007. The increase in our expenses was principally        due to our ceasing to be a “shell company” and our commencement of operations.        These expenses consisted of general operating expenses incurred in connection with the        day-to-day operation of our business and the preparation and filing of our periodic reports        as well as the management fees paid to Coniston Investment Corp. (“Coniston”)        of $67,847 as well as Directors’ fees of $21,667. The significant operating expenses        include

19

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professional fees of $141,885 for the three months ended        January 31, 2008 incurred in connection with filing of periodic reports, SEC compliance        filings, audit and accounting fees and general corporate mattersas        compared with professional fees of $144,529 for the three months ended January 31, 2007.        The office and administration expenses of $56,319 for the three months ended January 31,        2008 include rent, travel, telephone and other office expenses as compared to office and        administration expenses of $29,926 for the three months ended January 31, 2007. We also        incurred oil and gas exploration expenses of $67,454 for the three months ended January 31,        2008 compared with oil and gas exploration expenses of $0 for the three months ended        January 31, 2007.

 

We earned total interest income of $52,584 for the three        months ended January 31, 2008, as compared to total interest income of $120,820 for the        three months ended January 31, 2007. The interest was earned on the balance of proceeds of        the private placement on August 9, 2006 of $10,854,700, and has declined as we have used        the cash in our operations and the unused balance of such proceeds has declined as well as        reduced interest rates offered by our bank.

 

Our total comprehensive loss for the three months ended        January 31, 2008 was $453,243, as compared to total comprehensive loss of $78,384 for the        three months ended January 31, 2007, and a total comprehensive loss of $2,174,024 from        inception on October 12, 2004 to January 31, 2008.

 

Net cash used in investing activities for the three months        ended January 31, 2008 was $231,911, as compared to $0 for the three months ended January        31, 2007 and $4,594,026 for the period from inception on October 12, 2004 to January 31,        2008. There was no cash used by or provided from financing activities during the three        months ended January 31, 2008. Cash used by financing activities for the three months ended        January 31, 2007 was $50,000, resulting from our repurchase of 30,000,000 shares of common        stock from Mr. Stevenson on November 6, 2006.

 

We are still in the exploration stage and have generated no        revenues to date.

 

Selected Consolidated Financial        Information

 

|                       |   | **January 31, 2008** | October 31, 2007 |
|----------------------------|--------|----------------------|------------------|
| Current Assets             |   | **$ 5,787,186**      | $ 6,613,737      |
| Total Assets               |   | **11,193,570**       | 11,661,902       |
| Current Liabilities        |   | **761,942**          | 864,877          |
| Stockholders’ Equity |   | **9,706,888**        | 10,157,429       |

 

Liquidity and Capital Resources

 

At January 31, 2008, we had cash in the bank of        $5,726,442.

 

Our management intends to consider possible strategic        transactions in the unconventional oil industry. We expect to be able to satisfy our cash        requirements for at least the next 12 months without having to raise additional funds or        seek bank loans if we do not undertake any such strategic transactions. After that 12-month        period, we may have to raise additional monies through sales of our equity securities or        through loans from banks or third parties to continue our business plans; however, no such        plans have yet been implemented.

 

Our stockholders’ equity at January 31, 2008 was        $9,706,888.

 

Subsequent to the quarterend, on February 15, 2008, the Board        of Directors approved an advance of approximately Cdn$2,258,000 (US$2,264,829) to Access        for its working capital requirements. This advance is treated as contributed        capital.

20

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Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Table of Contractual Obligations

|                                | **Payment due by period** |
|-------------------------------------|---------------------------|
|  

**Contractual Obligations** |  

**Total**         | **Less than**

**1 year** |  

**1-3 years** |  

**3-5 years** | **More than**

**5 years** |
| Operating lease obligations         | $6,6581                   | $6,658 | - | - | - |
| Purchase obligations                | $258,9892                 | $194,242 | $64,747 | - | - |
| Total                               | $265,647                  | $200,900 | $64,747 | - | - |

 

         

|   | 1 | The Company renegotiated the lease for its Calgary office                        space commencing April 1, 2007 for a period of one year at a monthly rent                        of Cdn$6,684 (approximately US$6,658). The Company does not intend to renew                        its Calgary office space when the current lease expires at the end of March                        2008. |
|--------|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2 | On November 1, 2005, Access entered into an agreement with                        Coniston to provide management, consulting and advisory services to Access                        (the “Services”). These services include assisting Access in                        negotiating joint venture agreements, assisting in the formation of a team                        of technical experts, and other consulting and advisory services as                        required by Access from time to time. The agreement automatically renews                        for consecutive one-year terms unless terminated by either party in                        writing. |
|--------|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

Critical Accounting Policies

 

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

 

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

 

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

 

We have established an Audit Committee consisting of two        non-executive Directors. The members of the Audit Committee are Bruno Mosimann and Mark        Holcombe.

 

New Accounting Pronouncements

 

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, 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

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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 is currently evaluating the impact this        statement will have on the consolidated financial statements of the Company once        adopted.

 

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.

         

In December 2007, the FASB issued FASB Statement No. 141        (revised 2007),*Business Combinations*.        This Statement replaces FASB Statement No. 141,*Business        Combinations*. This Statement retains the fundamental requirements        in Statement 141 that the acquisition method of accounting (which Statement 141 called        the purchase method) be used for all business combinations and for an acquirer to be        identified for each business combination. This Statement defines the acquirer as the entity        that obtains control of one or more businesses in the business combination and establishes        the acquisition date as the date that the acquirer achieves control. This Statement’s        scope is broader than that of Statement 141, which applied only to business combinations in        which control was obtained by transferring consideration. By applying the same method of        accounting—the acquisition method—to all transactions and other events in which        one entity obtains control over one or more other businesses, this Statement improves the        comparability of the information about business combinations provided in financial        reports.

         

This Statement requires an acquirer to recognize the assets        acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the        acquisition date, measured at their fair values as of that date, with limited exceptions        specified in the Statement. That replaces Statement 141’s cost-allocation process,        which required the cost of an acquisition to be allocated to the individual assets acquired        and liabilities assumed based on their estimated fair values.

         

This Statement applies to all transactions or other events in        which an entity (the acquirer) obtains control of one or more businesses (the acquirer),        including those sometimes referred to as “true mergers” or “mergers of        equals” and combinations achieved without the transfer of consideration, for example,        by contract alone or through the lapse of minority veto rights. This Statement applies to        all business entities, including mutual entities that previously used the        pooling-of-interests method of accounting for some business combinations. It does not apply        to: (a) The formation of a joint venture, (b) The acquisition of an asset or a group of        assets that does not constitute a business, (c) A combination between entities or        businesses under common control, (d) A combination between not-for-profit organizations or        the acquisition of a for-profit business by a not-for-profit        organization.

         

This Statement applies prospectively to business combinations        for which the acquisition date is on or after the beginning of the first annual reporting        period beginning on or after December 15, 2008. An entity may not apply        it

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before that date. Management believes this Statement will        have no impact on the financial statements of the Company once adopted.

         

In December 2007, the FASB issued FASB Statement No. 160        –*Non-controlling Interests in Consolidated Financial        Statements*– an amendment of ARB No. 51. This Statement        applies to all entities that prepare consolidated financial statements, except        not-for-profit organizations, but will affect only those entities that have an outstanding        non-controlling interest in one or more subsidiaries or that deconsolidate a        subsidiary.

This Statement amends ARB 51 to establish accounting and        reporting standards for the non-controlling interest in a subsidiary and for the        deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a        subsidiary is an ownership interest in the consolidated entity that should be reported as        equity in the consolidated financial statements. Before this Statement was issued, limited        guidance existed for reporting non-controlling interests. As a result, considerable        diversity in practice existed. So-called minority interests were reported in the        consolidated statement of financial position as liabilities or in the mezzanine section        between liabilities and equity. This Statement improves comparability by eliminating that        diversity.

A non-controlling interest, sometimes called a minority        interest, is the portion of equity in a subsidiary not attributable, directly or        indirectly, to a parent. The objective of this Statement is to improve the relevance,        comparability, and transparency of the financial information that a reporting entity        provides in its consolidated financial statements by establishing accounting and reporting        standards that require: (a) The ownership interests in subsidiaries held by parties other        than the parent be clearly identified, labeled, and presented in the consolidated statement        of financial position within equity, but separate from the parent’s equity, (b) The        amount of consolidated net income attributable to the parent and to the non-controlling        interest be clearly identified and presented on the face of the consolidated statement of        income, (c) Changes in a parent’s ownership interest while the parent retains its        controlling financial interest in its subsidiary be accounted for consistently. A        parent’s ownership interest in a subsidiary changes if the parent purchases        additional ownership interests in its subsidiary or if the parent sells some of its        ownership interests in its subsidiary. It also changes if the subsidiary reacquires some of        its ownership interests or the subsidiary issues additional ownership interests. All of        those transactions are economically similar, and this Statement requires that they be        accounted for similarly, as equity transactions, (d) When a subsidiary is deconsolidated,        any retained non-controlling equity investment in the former subsidiary be initially        measured at fair value. The gain or loss on the deconsolidation of the subsidiary is        measured using the fair value of any non-controlling equity investment rather than the        carrying amount of that retained investment, (e) Entities provide sufficient disclosures        that clearly identify and distinguish between the interests of the parent and the interests        of the non-controlling owners.

This Statement is effective for fiscal years, and interim        periods within those fiscal years, beginning on or after December 15, 2008 (that is,        January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.        This Statement shall be applied prospectively as of the beginning of the fiscal year in        which this Statement is initially applied, except for the presentation and disclosure        requirements. The presentation and disclosure requirements shall be applied retrospectively        for all periods presented. Management believes this Statement will have no impact on the        financial statements of the Company once adopted.

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**Item 3. Quantitative and Qualitative Disclosures About        Market Risk.**

 

While the Company’s reporting currency is U.S. dollars,        the Company’s principal executive offices and its principal exploration property, the        A10 Project, are located in Canada, and most of its contractual obligations are payable in        Canadian dollars. For this reason, the Company is subject to Canada-U.S. exchange rate        risk. The Company considers the amount of risk to be manageable and does not currently, nor        is it likely in the foreseeable future to, conduct hedging to reduce its exchange rate        risk. A hypothetical 10% increase in the value of one Canadian dollar expressed in U.S.        dollars during the quarter ended January 31, 2008 would have caused an approximate $2,000        increase in the Company’s expenses for the quarter, and an equivalent decrease in the        value of one Canadian dollar would have caused a $2,000 decrease in the Company’s        expenses for the quarter. A hypothetical 10% increase in the value of one Canadian dollar        expressed in U.S. dollars during the quarter ended January 31, 2008 would have caused an        approximate $223,000 increase in the Company’s other comprehensive loss and a        corresponding decrease in stockholders’ equity for the quarter, and an equivalent        decrease in the value of one Canadian dollar would have caused a $223,000 decrease in the        Company’s other comprehensive loss and a corresponding increase in        stockholders’ equity for the quarter.

 

**Item 4. Controls and Procedures.**

 

Under the supervision and with the participation of our        management, including the Chief Executive Officer and Chief Financial Officer, we have        evaluated the effectiveness of our disclosure controls and procedures as required by        Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on        that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded        that these disclosure controls and procedures are effective. There were no changes in our        internal control over financial reporting during the quarter ended January 31, 2008 that        have materially affected, or are reasonably likely to materially affect, our internal        control over financial reporting.

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**PART II: OTHER INFORMATION**

 

**Item 1. Legal Proceedings.**

 

None.

 

**Item 1A. Risk Factors.**

 

The Company’s risk factors have not changed materially        from those set forth under the heading “Risk Factors and Uncertainties” in the        Company’s most recent annual report on Form 10-KSB, except as        follows:

 

**The Company and its shareholders may be adversely affected        by recent rule amendments making Rule 144 unavailable for Company        securities.**

 

Rule 144 under the Securities Act of 1933 provides a safe        harbour under which holders of restricted securities and affiliates of an issuer may resell        their securities into the public market. Effective February 15, 2008, Rule 144 was amended        to make it unavailable for securities of former shell companies until, among other things,        twelve months have elapsed since the former “shell company” has filed        “Form 10 information” with the Securities and Exchange Commission. The Company        was a “shell company” until August 3, 2007, when it acquired 75% of Access. On        August 8, 2007, the Company filed a Form 8-K report that was intended to satisfy the        “Form 10 information” requirement. Accordingly, Rule 144 is no longer available        to permit our shareholders to resell their Company securities. No assurance can be provided        as to the date that the Company’s securities will again become eligible for resale        under Rule 144.

 

The unavailability of the Rule 144 resale exemption for our        securities may adversely affect our ability to raise additional financing on a private        placement basis, and may adversely affect the ability of our private placees and affiliates        to resell their securities into the public market, all of which could have a material        adverse effect on us and our shareholders.

 

**Our funding of Access is        dilutive to our shareholders.**

 

The Company is committed, under the Unanimous        Shareholders' Agreement among Access, the Company and the minority shareholder, to        contribute sufficient capital to Access to meet Access's planned financial commitments        until such time as Access has sufficient internal capital resources to fund its commitments        without such contributions.  These contributions are treated as a contribution of        capital, with no increase in our current 75% equity participation in Access.         Therefore, all contributions that we make to Access are dilutive to our shareholders        as to 25% of such contributions.  The minority shareholder is not obligated to provide        any funding to Access in order to maintain his 25% interest in Access.                  In addition, we may have insufficient capital resources to satisfy this obligation.         If we are unable to satisfy our contractual obligation to fund Access, we may be liable for        breach of contract.

 

**Item 2. Unregistered Sales of Equity Securities and Use of        Proceeds.**

 

None.

 

**Item 3. Defaults Upon Senior        Securities.**

 

None.

 

**Item 4. Submission of Matters to a Vote of Security        Holders.**

 

None.

 

**Item 5. Other Information.**

 

| (a) | **Form 8-K Information** |
|-----|--------------------------|

On February 15, 2008, the Board of Directors approved a new        stock option plan for the Company. The material terms of the amended plan are as        follows:

The purpose of the plan is to enhance shareholder value by        (i) providing a long-term incentive to the Company’s key service providers, including        directors, officers and employees; (ii) improving the ability of the Company to attract,        retain and motivate its key personnel; and (iii) encouraging participants in the plan to        maintain a significant level of investment in the Company, thereby closely aligning their        personal interests with those of the shareholders.

The plan is administered by the Board of        Directors.

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The maximum number of common shares subject to issuance under        the plan is not to exceed 10% of the issues and outstanding at the time of the        grant.

Options may be granted under the plan by the Board of        Directors to any director, officer, employee, consultant or advisor of the Company or any        subsidiary of the Company; provided, however, that a consultant or advisor shall only be        eligible to receive options under the plan if such person is a natural person, provides        bona fide services to the Company and the services provided by such consultant or advisor        are not in connection with the offer or sale of securities in a capital-raising        transaction, and do not directly or indirectly promote or maintain a market for the        Company’s securities. The exercise price of options granted under the plan may not be        less than the market price of the shares on the date of grant, calculated as set forth in        the plan. Each option shall be governed by an option agreement. In no event may the term of        an option exceed ten years from the date of grant. Options may not be transferred or        assigned, except in limited circumstances.

If an optionee dies or becomes disabled prior to the        termination of an option, the option shall be exercisable, to the extent exercisable on the        date of death or disability, for a period of six months thereafter. If an optionee is        terminated for cause, the option shall immediately terminate. If an optionee is terminated        for any other reason, the option shall be exercisable, to the extent exercisable on the        date of termination, for a period of 30 days thereafter.

On February 15, 2008, the Board of Directors also approved        the grant of stock options under the plan to five directors and executive officers and two        consultants of the Company exercisable for an aggregate of 2,200,000 common shares of the        Company, as set forth below:

|  

 

**Name and Title**                                                 | **Shares Subject to Option** | **Exercise Price per Share** |  

 

**Vesting of Option**                                                                                                                                                                                                  |  

**Term** |
|------------------------------------------------------------------------------------|------------------------------|------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|
| Paul Parisotto,                    President, Chief Executive Officer and Director | 850,000                      | $1.90                        | 250,000 immediately;                    300,000 when our shares trade at $2.50 for 10 consecutive trading days; and                    300,000 when our shares trade at $3.00 for 10 consecutive trading                    days       | Five years       |
| Rick Wilson, Chief                    Financial Officer and Director               | 300,000                      | $1.90                        | 200,000 immediately;                    50,000 when our shares trade at $2.50 for 10 consecutive trading days; and                    50,000 when our shares trade at $3.00 for 10 consecutive trading                    days         | Five years       |
| Bruno Mosimann,                    Director                                        | 350,000                      | $1.90                        | 250,000 immediately;                    50,000 when our shares trade at $2.50 for 10 consecutive trading days; and                    50,000 when our shares trade at $3.00 for 10 consecutive trading                    days         | Five years       |
| Mark Holcombe,                    Director                                         | 250,000                      | $1.90                        | One-third immediately;                    one-third when our shares trade at $2.50 for 10 consecutive trading days; and                    one-third when our shares trade at $3.00 for 10 consecutive trading                    days | Five years       |

 

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| Darren Stevenson, Director

(Mr. Stevenson has 500,000 options previously                    granted) | 250,000 | $1.90 | One-third immediately;                    one-third when our shares trade at $2.50 for 10 consecutive trading days; and                    one-third when our shares trade at $3.00 for 10 consecutive trading                    days. | Five years |
|------------------------------------------------------------------------------------------------------------|---------|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Two Consultants                    (Aggregated)                                                            | 200,000 | $1.90 | 125,000 immediately;                    37,500 when our shares trade at $2.50 for 10 consecutive trading days; and                    37,500 when our shares trade at $3.00 for 10 consecutive trading                    days          | Five years |

The new plan and the grants described above are subject to        shareholder approval, and are also subject to regulatory approvals, if necessary. The        Company is considering technical amendments to the plan, and intends to submit the plan, as        amended, for shareholder approval at the Company’s next shareholder        meeting.

|   | (b) | **Director Nomination Procedures** |
|--------|-----|------------------------------------|

The Company does not have any established procedures by which        security holders may recommend nominees to the Company’s Board of        Directors.

 

**Item 6. Exhibits.**

 

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

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act        of 1934, the registrant has duly caused this report to be signed on its behalf by the        undersigned thereunto duly authorized.

 

| Date: March 24,                2008 | **BLACKSANDS                PETROLEUM, INC.** |
|-------------------------------------|-----------------------------------------------|

|   | By:  /s/ Paul A.                Parisotto                       _________________________________________                       Name:   Paul A. Parisotto                         Title:   Chief                Executive Officer                                     (Principal                Executive Officer) |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | By:  /s/ Rick                Wilson                       _________________________________________                       Name:   Rick Wilson                         Title:   Chief                Financial Officer                                     (Principal                Financial Officer) |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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