8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A No. 1

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 13, 2007

Oilsands Quest Inc.
(Exact name of registrant as specified in its charter)

Colorado	001-32994	98-0461154
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

(Former name or former address if changed since last report.)

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:

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 4.01 Changes in Registrant’s Certifying Accountant

On November 13, 2007 Oilsands Quest Inc. (the “Company”) accepted the resignation of Pannell Kerr Forster (registered with the Public Company Accounting Oversight Board as “Smythe Ratcliffe”) (“PKF”) and replaced PKF as the Company’s auditor effective immediately. The Company’s Audit Committee had recommended that PKF be replaced as the Company’s independent registered public accounting firm as a result of PKF’s desire to resign. PKF had expressed its desire to resign due to the lack of a PKF office in Calgary and the increased PKF resources necessary to continue to serve as the Company’s auditor.

On November 13, 2007 KPMG LLP, Chartered Accountants, was appointed as the Company’s independent registered accounting firm.

PKF’s principal accountant report on the Company’s financial statements for both of the past two years did not contain an adverse opinion or disclaimer of opinion, nor was either modified as to uncertainty, audit scope, or accounting principles.

For the two most recent fiscal years and any subsequent interim period, up to and including the date of resignation, there were no disagreements with PKF on any matter of accounting principles, practices, financial statement disclosure, or auditing scope or procedure which if not resolved to PKF’s satisfaction would have caused PKF to make reference to the subject matter of the disagreement in connection with its principal accounting reports.

During the Company’s past two fiscal years and through November 13, 2007, we did not consult KPMG LLP regarding the application of accounting principles to a specific transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or reportable event that would be required to be reported in this Form 8-K.

The Company has provided PKF with a copy of these disclosures and has requested that PKF furnish to the Company a letter addressed to the Securities and Exchange Commission stating whether PKF agrees with the Company’s statements in this report. PKF’s letter is attached hereto as Exhibit 16.1.

Item 9.01. Financial Statements and Exhibits.

(d)   Exhibits

16.1    Letter of Pannell Kerr Forster dated November 19, 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: November 19, 2007	/s/ Karim Hirji
	Name: Karim Hirji
	Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.
 
16.1 Description
 
Letter of Pannell Kerr Forster dated November 19, 2007.

EX-16.1

Exhibit 16.1

November 19, 2007

Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, DC 20549

Re: Oilsands Quest Inc.
Commission File Number 001-32994

Dear Madam or Sir:

We are in agreement with the statements made by the above registrant in its Form 8-K/A No. 1 to be filed on or about November 19, 2007.

Our independent auditor’s reports on the financial statements of Oilsands Quest Inc. for the years ended April 30, 2007 and April 30, 2006 contained no adverse opinion or disclaimer of opinion, nor were they modified as to audit scope, accounting principles, or uncertainties.

There were no disagreements with Oilsands Quest Inc. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

Sincerely,

/s/ Pannell Kerr Forster

(Registered with the Public Company Accounting Oversight Board as “Smythe Ratcliffe”)

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Vancouver, Canada

CORRESP

November 19, 2007

VIA EDGAR AND FACSIMILE

Ms. Jill Davis, Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549-7010

Re: Oilsands Quest Inc. (the “Company”)
Form 8-K dated November 13, 2007
Filed November 14, 2007
SEC Comment Letter dated November 16, 2007
File No. 001-32994

Dear Ms. Davis:

We have reviewed your letter of November 16, 2007 regarding comments on the Company’s Form 8-K as filed November 14, 2007. This letter is in response to your comments letter.

1. Comment: Please revise your disclosure of the change in your accountant to state whether the former accountant resigned, declined to stand for re-election or was dismissed, as required by Item 3.04(a)(1)(i) of Regulation S-B.

Response: Complied. The disclosure has been revised.

2. Comment: With respect to disclosure surrounding disagreements with your former accountant, please expand your disclosure to specifically state whether during your two most recent fiscal years and any subsequent interim period — up to and including the date of resignation — there were any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report, as required by Item 3.04(a)(1)(iv) of Regulation S-B.

Ms. Jill Davis, Branch Chief
United States Securities and Exchange Commission
November 19, 2007
Page 2

Response: Complied. Additional disclosure has been added.

3. Comment: In connection with filing a revised 8-K to address the above comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with the statements made in your revised From 8-K.

Response: Complied. An updated Exhibit 16 has been included.

Comment: The Commission File Number included on your Form 8-K appears to be inconsistent wit the Commission File Number on record of 001-32994. Please review your Commission File Number to ensure that future forms and filings include the appropriate file number.

Response: Our future filings will include the appropriate file number.

We acknowledge that:

• We are responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope we have adequately addressed your comments. Please contact me if you have any questions.

Sincerely,
/s/ Karim Hirji
Karim Hirji, Chief Financial Officer