8-K

UNITED STATES
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) March 13, 2007

Oilsands Quest Inc.

(Exact name of registrant as specified in its charter)

Colorado	0-27659	98-0461154
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

205, 707– 7th Avenue S.W. Calgary, Alberta, Canada	T2P 3H6
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (403) 263-1623

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

The following information was previously reported in our quarterly report on Form 10-QSB, which was filed on March 15, 2007. The restated financial statements for the quarter ended October 31, 2006 referenced herein were filed on Form 10-QSB/A on March 16, 2007.

On March 13, 2007, the Board of Directors determined that we need to restate our financial statements included in our Quarterly Report on Form 10-QSB for the quarter ended October 31, 2006, and such financial statements should no longer be relied upon.

The purpose of the restatement of our financial statements for the period ended October 31, 2006 is to eliminate certain non-cash post reorganization, subsidiary level stock based compensation and consulting expenses. These items should have been eliminated on consolidation because the full cost was already included in the purchase price of the acquisition of the non-controlling (minority) interest of OQI Sask. The net result is to decrease the amount of stock based compensation and consulting expenses on our consolidated statements of operations and, as a result, to decrease our net loss and net loss per share.

Our Chief Financial Officer and our Audit Committee discussed the matters disclosed above with our independent accountant.

Item 8.01 Other Events.

On April 17, 2007, the Company issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, announcing a proposed unregistered offering of securities. The press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

On April 18, 2007, the Company issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, disclosing the terms of the proposed unregistered offering of securities previously announced on April 17, 2007. The press release is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated April 17, 2007.
99.2	Press Release dated April 18, 2007.

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 hereunto duly authorized.

	Oilsands Quest Inc.
	(Registrant)
Date: April 18, 2007	/s/ Karim Hirji
	Name:	Karim Hirji
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 17, 2007.
99.2	Press Release dated April 18, 2007.

EX-99.1

NEWS RELEASE Exhibit 99.1

DATE: April 17, 2007

FOR IMMEDIATE RELEASE:

Oilsands Quest announces private placement of common stock

Calgary, Alberta — Oilsands Quest Inc. (Amex: BQI) announced today that it intends to issue shares of its common stock to investors in Canada and the United States pursuant to certain exemptions from prospectus requirements (the “Common Shares”) through a syndicate of underwriters. Pricing of the private placement will follow marketing to investors and will be determined in the context of the market. It is expected that the total gross proceeds to Oilsands Quest will be approximately US$30 million. The proceeds will be used to repay debt incurred in conjunction with recently announced property acquisitions, for pre-commercial feasibility testing, working capital and general corporate purposes. Closing of the private placement is expected to occur on or about May 1, 2007 and is subject to regulatory approval and the completion of definitive documentation.

The Common Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be offered or sold only in compliance with Regulation S and Regulation D under the Securities Act.

This notice is not an offer to sell or a solicitation of an offer to buy such securities and is issued pursuant to Rule 135c under the Securities Act of 1933.

Forward-Looking Information
Except for statements of historical fact relating to the company, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information in this news release is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” “will” or “could” occur. Forward-looking statements such as the references to Oilsands Quest Inc.’s financing plans are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, which include but are not limited to risks inherent in the oil sands industry, regulatory and economic risks, and risks associated with the company’s ability to implement its business plan. There are uncertainties inherent in forward-looking information, including factors beyond Oilsands Quest Inc.’s control, and no assurance can be given that the financing will be completed on time or at all. Oilsands Quest Inc. undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. The risks and uncertainties set forth above are not exhausting. Readers should refer to Oilsands Quest’s current annual report on Form 10KSB and other document

filings, which are available at www.sedar.com and at www.sec.gov for a detailed discussion of these risks and uncertainties.

For more information:

General inquiries and retail investors, contact Hedlin Lauder Investor Relations Ltd.

Toll Free	1-800-299-7823
Office	403-232-6251
Email	irinfo@hedlinlauder.com

Institutional investors, contact The Buick Group

Toll Free	1-877-748-0914
Office	416-915-0915
Email	jbuick@buickgroup.com

EX-99.2

NEWS RELEASE Exhibit 99.2

DATE: April 18, 2007

FOR IMMEDIATE RELEASE:

Oilsands Quest announces terms of previously announced private placement of common stock

Calgary, Alberta — Oilsands Quest Inc. (Amex: BQI) announced today that it has agreed to terms of the previously announced private placement of its common stock to investors in Canada and the United States pursuant to certain exemptions from prospectus requirements (the “Common Shares”) through a syndicate of underwriters. Oilsands Quest intends to issue 14 million common shares at a price of US$2.75 per share for aggregate gross proceeds of US$38.5 million. The proceeds will be used to repay debt incurred in conjunction with recently announced property acquisitions, for pre-commercial recovery testing and analysis, working capital and general corporate purposes. Closing of the private placement is expected to occur on or about May 1, 2007 and is subject to regulatory approval and the completion of definitive documentation. Following the closing, the Company will have approximately US$76 million in cash, which is expected to be sufficient to satisfy the Company’s estimated exploration budget, planned pre-commercial recovery testing and analysis activity for the 2007/2008 winter program, eliminate outstanding debt, and fulfill working capital requirements until April 2008.

The Common Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be offered or sold only in compliance with Regulation S and Regulation D under the Securities Act.

This notice is not an offer to sell or a solicitation of an offer to buy such securities and is issued pursuant to Rule 135c under the Securities Act of 1933.

Forward-Looking Information
Except for statements of historical fact relating to the company, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information in this news release is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” “will” or “could” occur. Forward-looking statements such as the references to Oilsands Quest Inc.’s financing plans, exploration and pre-commercial recovery testing and analysis budgets, and working capital requirements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, which include but are not limited to risks inherent in the oil sands industry, regulatory and economic risks, and risks associated with the company’s ability to implement its business plan. There are uncertainties inherent in forward-looking information, including factors beyond Oilsands Quest Inc.’s

control, and no assurance can be given that the financing will be completed on time or at all. Oilsands Quest Inc. undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. The risks and uncertainties set forth above are not exhausting. Readers should refer to Oilsands Quest’s current annual report on Form 10KSB and other document filings, which are available at www.sedar.com and at www.sec.gov for a detailed discussion of these risks and uncertainties.

For more information:

General inquiries and retail investors, contact Hedlin Lauder Investor Relations Ltd.

Toll Free	1-800-299-7823
Office	403-232-6251
Email	irinfo@hedlinlauder.com

Institutional investors, contact The Buick Group

Toll Free	1-877-748-0914
Office	416-915-0915
Email	jbuick@buickgroup.com