SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (date of earliest event
reported)
November 9, 2006
BLACKSANDS
PETROLEUM, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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000-51427
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20-1740044
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(State
or other jurisdiction
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(Commission
File number)
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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Suite
1250, 645 7th Avenue
SW, Calgary, Alberta Canada T2P 4G8
(Address
of principal executive offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name, Address and Fiscal Year, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation for the registrant under any of the following
provisions (see
General
Instruction A.2. below):
□
Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
□
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
□
Pre-commencement
communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement
communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On
November 10, 2006, we entered into an Exclusivity Agreement with Access Energy
Inc. (“Access”). Pursuant to the agreement, Access agrees that for a period of
120 days from the date of the agreement, it will refrain from soliciting or
encouraging the submissions of proposals or offers from any person other than
us
relating to the purchase of all or a significant portion of the assets of Access
or its subsidiaries (a “Transaction”). In exchange for this grant of exclusivity
under the agreement, we have paid Access CDN$100,000 (approximately US$88,556),
which is only refundable if Access breaches the exclusivity grant under the
agreement. In the event of a Transaction, this payment shall applied to monies
otherwise payable by us to Access in connection with the Transaction. The
agreement shall terminate upon the earliest of 120 days from the date of the
agreement, the completion of a Transaction or the written agreement of Access
and us to terminate the agreement.
Item
4.01 Changes
in Registrant’s Certifying Accountant
On
November 9, 2006, we engaged Sherb & Co., LLP, as our principal independent
accountant for the fiscal year ending October 31, 2006. The appointment of
Sherb
& Co., LLP was approved by our board of directors.
We
consulted Sherb & Co., LLP in connection with the preparation of our
unaudited financial statements for the quarters ended April 30, 2006 and July
31, 2006, but such consultations were not on any matters or in any capacity
that
would require disclosure under Item 304(a)(2) of Regulation S-B.
Item
9.01 Financial
Statements and Exhibits
Exhibits
filed as part of this Report are as follows:
Exhibit
10.1 Exclusivity
Agreement, dated November 10, 2006, between Blacksands Petroleum, Inc. and
Access Energy Inc.
SIGNATURE
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 hereunto
duly authorized.
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BLACKSANDS
PETROLEUM, INC. |
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Dated: November
10, 2006 |
By: |
/s/ Darren
R.
Stevenson |
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Name: Darren
R. Stevenson
Title: President
and Chief Executive Officer
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