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):  January 4, 2011

BLACKSANDS PETROLEUM, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-51427	20-1740044
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25025 I-45 N., Ste. 410, The Woodlands, TX 77380

(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 554-4491

Copy of correspondence to:

Marc J. Ross, Esq.

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

Tel:  (212) 930-9700   Fax:  (212) 930-9725

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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

At a special meeting on November 15, 2010, the Board of Directors of Blacksands Petroleum, Inc. (the “Company”) approved a resolution to amend the Articles of Incorporation of the Company, as amended, to undertake a one for three (1:3) reverse stock split of the Company’s common stock (the “Reverse Split”).  The Reverse Split applied to both the number of shares of common stock authorized and issued and outstanding.  Prior to the Reverse Split, the Company was authorized to issue 300,000,000 shares of common stock, of which 44,854,700 shares were issued and outstanding.  As a result of the Reverse Split, the Company is authorized to issue 100,000,000 shares of common stock, of which approximately 14,951,567 shares of common stock are issued and outstanding, which number is su bject to change due to rounding of fractional shares.  The record date for the Reverse Split was December 13, 2010 and was effective with the Financial Industry Regulatory Authority on January 5, 2011.  Our stock symbol will temporarily be quoted under the symbol BSPED.OB for 20 trading days starting January 5, 2011 to reflect the Reverse Split, after which, our stock symbol will revert to the normal BSPE.OB.

On December 29, 2010, the Company amended its Articles of Incorporation, as amended, to effectuate the Reverse Split by filing Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of Nevada.  The Articles of Amendment, effective January 4, 2011, is attached to this Form 8-K as Exhibit 3.1 and is incorporated by reference.  The Articles of Amendment did not require shareholder approval since the Reverse Split applied equally to the total authorized shares and shares issued and outstanding equally.

ITEM 7.01 Regulation FD Disclosure.

In connection with the Articles of Amendment, on January 6, 2011, the Company issued a press release that announced the Reverse Split and provided an update on the status of its business activities. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.  The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, excep t to the extent that the Company specifically incorporates it by reference. This report under Item 7.01 is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

ITEM 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

3.1	Articles of Amendment to the Articles of Incorporation, effective as of January 4, 2011.
99.1	Press release, dated January 10, 2011, issued by Blacksands Petroleum, Inc.

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.

	BLACKSANDS PETROLEUM, INC.
Dated: January 10, 2011	BY:	/s/ DAVID DEMARCO
		David Demarco Chief Executive Officer

EX-3.1

Exhibit 3.1

USE BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of incorporation

for Nevada Profit Qoroorations

(Pursuant to NRS 78.385 and 78.380 - After issuance of Stock)

1. Name of corporation:

Blacksands Petroleum, Inc.

2.The  articles have been amended as follows: (provide article numbers, If available)

ARTICLE IV

Section 4.01

The Corporation is authorized:to issue two classes of stock. One class of stock shall be Common Stock, par value $0.001. The second class of stock shall be Preferred Stock, par value S0.001.

**(PLEASE SEE FULL DESCRIPTION OF ARTICLE IV ATTACHED HERETO AND MADE PART HEREOF)**

3.The vote by which the stockholders holding shares In the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation* have voted in favor of the amendment is:	N/A

4.Effective date of filing: (optional)	1/4/11
	(must not be later than 90 days after the certificate is filed)

5.Signature: (required)

 

Signature of Officer•

* If any proposed amendment would alter or change any preference or any relative or < font style="DISPLAY: inline; FONT-WEIGHT: normal; FONT-SIZE: 10pt; FONT-STYLE: normal">other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, In addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on.the voting power thereof.

IMPORTANT: Failure to Include any of the above Information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.  

(ATTACEMENT)

CERTIFICATE OF AI,TENDMENT TO ARTICLES OF INCORPORATION OF

Blacksands Petroleum, Inc,

ARTICLE IV

Section 4.01

The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock, par value $0.001. The second class of stock shall be Preferred Stock, par value $0.001. The Preferred Stock, or any series thereof; shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution' or resolution s of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors. The number of authorized, but unissued shares and the number of outstanding shares of Common Stook shall be reverse split on a one-for-three basis, effective as of the filing date of this Certificate of Amendment.

The total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:

Class	Par Value	Authorized Shares
Common	$0.001	100,000,000
Preferred	$0.001	10.000.000
	Totals:	110,000,000

EX-99.1

Exhibit 99.1

BLACKSANDS PETROLEUM, INC.

BLACKSANDS PETROLEUM ANNOUNCES JANUARY 2011 OPERATIONAL UPDATE, INCLUDING DRILLING UNDERWAY IN THE SPRABERRY Reverse Stock Split Executed

Houston, Texas - January 10, 2011 - Blacksands Petroleum, Inc.(OTC: BSPE) (the “Company”) is currently drilling the Everett Well No. 3 (APCLARK FIELD PROJECT) to an anticipated total depth of 9,200’ in order to test the Spraberry, Wolfcamp, Strawn and upper Mississippian formations.  The Company holds a 70% Gross Working Interest.  The Company currently has an undivided leasehold interest in approximately 7,100 gross acres in the Spr aberry trend.

Also, the Company has built location and anticipates commencing drilling operations in the first quarter of 2011 on the Big Hatchet North Unit (38,500 acres) in the Pedregosa Basin Project, New Mexico. The Initial Test Well (Big Hatchet State No. 14-1) will testsand stones, carbonates and 347’ of the Percha Shale (equivalent of the Woodford Shale) andbe drilled to a total depth of 7,000’.  In addition, the Company has completed the surveying and acquisition of approximatel y 37 linear miles of 2-D Seismic data in the Hueco South Unit (80,060 acres), in the Pedregosa Basin Project, in order to further evaluate potential geologic structures.  The Company holds a 50% Gross Working Interest and operates the Pedregosa Basin Project jointly with its partner Dan A. Hughes Company who holds the remaining 50% Gross Working Interest.

Operated (Non-Core) Properties (various Counties in Texas):

The Company has acquired an interest in four producing properties, three of which NRG Assets Management, LLC a wholly owned subsidiary of the Company, operates.  These properties were purchased over the last 14 months from various sellers, including Pioneer Natural Resources.  The Company is actively pursuing additional operated properties that possess opportunities to increase production and cash flow.

The Company has announced the effectiveness of a one-for-three reverse stock split.  The one-for-three reverse stock split automatically converts three shares of the Company’s common stock into one share of common stock.  The Company’s common stock started trading on a split-adjusted basis at market open on January 5, 2011 under the symbol BSPED, which will trade for 20 days, after which, it will revert back to the symbol BSPE.

The Company accomplished the reverse stock split with the intention of applying for listing on a market or exchange, subject to the Company meeting the required listing standards.

For more information about Blacksands Petroleum and its Projects, please go to:

Blacksandspetroleum.com

713.554.4490

About Blacksands Petroleum:

Blacksands Petroleum, Inc. is oil and gas exploration and production company (i) acquiring, developing and operating conventional and unconventional oil and gas fields and (ii) leasing and exploring for future fields and basins in North America.  The Company is primarily focused in the in the United States in Colorado, New Mexico and Texas.

Safe Harbor Statement. This news release includes statements about expected future events and/or results that are forward-looking in nature and subject to risks and uncertainties. Forward-looking statements in this release include, but are not limited to the Company’s planned drilling and evaluation program, operating costs and expectations of undiscovered resources. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include the possibility that additional investments will not be made or that appropriate opportunities for development will not be available or will not be properly developed.  For additional risk factors about our Company, readers should refer to ris k disclosure contained in our reports filed with the Securities and Exchange Commission.