UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

x
     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008


Commission file number 000-31289SOUTH SHORE RESOURCES INC.(Exact name of registrant as specified in its charter)NEVADA(State or other jurisdiction of incorporation or organization)Times Square, P.O. Box 663Leeward HighwayProvidenciales, Turks & Caicos IslandsBritish West Indies(Address of principal executive offices, including zip code.)(416) 281-3335(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.YES x     NO  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
      ̈
     Accelerated Filer
      ̈Non-accelerated Filer
      ̈
     Smaller Reporting Company
     x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES  ̈NO x

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:44,611,280 as of November 12, 2008

****

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PART I  FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED BALANCE SHEETSSep-302008
     
     
     Dec-31(unaudited)
     
     
     2007ASSETSCURRENT ASSETSCash
     $
     7,005
     
     $
     7,078Total Current Assets
     
     7,005
     
     
     7,078OTHER ASSETSDeposits
     
     35,000
     
     
     -Computer equipment, net of accumulated depreciation
     $
     -
     
     
     1,024Total Other Assets
     
     35,000
     
     
     1,024TOTAL ASSETS
     
     42,005
     
     
     8,102LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable
     $
     6,428
     
     $
     3,674Accounts payable - related party
     
     61,337
     
     
     60,465Accrued interest
     
     5,367
     
     
     5,367Accrued salaries
     
     580,499
     
     
     1,009,020Convertible note payable
     
     38,000
     
     
     38,000Total Current Liabilities
     
     691,631
     
     
     1,116,526COMMITMENTS AND CONTINGENCIES
     
     -
     
     
     2,400STOCKHOLDERS' DEFICITCommon stock, 50,000,000 shares authorized, $0.001 par value:44,611,280 shares issued and outstanding
     
     44,611
     
     
     31,300Additional paid-in capital
     
     19,223,720
     
     
     18,438,366Accumulated deficit during development stage
     
     (19,917,957
     )
     
     (19,580,490
     )Total Stockholder's Equity (Deficit)
     
     (649,626
     )
     
     (1,110,824
     )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
     $
     42,005
     
     $
     8,102






The accompanying condensed notes are an integral part of these interim consolidated financial statements.F-1

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENTS OF OPERATIONSPeriod fromMarch 30, 1990(Inception) toThree Months Ended September 30,
     
     
     Nine Months Ended September 30
     
     
     September-302008
     
     
     2007
     
     
     2008
     
     
     2007
     
     
     2008(unaudited)
     
     
     (unaudited)
     
     
     (unaudited)
     
     
     (unaudited)
     
     
     (unaudited)REVENUES
     $
     -
     
     $
     -
     
     $
     -
     
     $
     -
     
     $
     1,551COST OF REVENUES
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     -GROSS PROFIT
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     1,551EXPENSESAmortization
     
     24
     
     
     499
     
     
     1,024
     
     
     1,497
     
     
     574,852Consulting fees
     
     8,900
     
     
     -
     
     
     8,900
     
     
     6,921
     
     
     4,119,451Directors' fees
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     1,252,600Officers' salaries
     
     87,500
     
     
     87,500
     
     
     262,500
     
     
     262,500
     
     
     2,730,126Salaries - sales and office
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     76,625Filing fees
     
     -
     
     
     -
     
     
     125
     
     
     125
     
     
     16,442Marketing and public relations
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     8,419,618Legal and professional fees
     
     5,375
     
     
     17,572
     
     
     39,218
     
     
     37,424
     
     
     396,131Travel and entertainment
     
     -
     
     
     25,427
     
     
     -
     
     
     104,080
     
     
     163,455Office and administration
     
     9,964
     
     
     7,868
     
     
     29,535
     
     
     27,559
     
     
     206,696Software and internet services
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     259,250Trade show expenses
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     37,492Trivia bingo development
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     22,274Pilot development
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     118,813Loss on impairment of software
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     1,275,000TOTAL OPERATING EXPENSES
     
     111,763
     
     
     138,866
     
     
     341,302
     
     
     440,106
     
     
     19,668,825LOSS FROM OPERATIONS
     
     (111,763
     )
     
     (138,866
     )
     
     (341,302
     )
     
     (440,106
     )
     
     (19,667,274
     )OTHER INCOME (EXPENSES)Other income
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     10,000Gain on forgiveness of debt
     
     
     
     
     -
     
     
     -
     
     
     -
     
     
     28,761Other income ( debts written back )
     
     3,835
     
     
     -
     
     
     3,835
     
     
     -
     
     
     15,091Impairment - Goodwill
     
     -
     
     
     (6,924
     )
     
     -
     
     
     (6,924
     )
     
     (6,924
     )Impairment - Development costs
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     (25,286
     )Financing expense
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     (56,938
     )Interest expense
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     (215,387
     )TOTAL OTHER INCOME ( EXPENSES)
     
     3,835
     
     
     (6,924
     )
     
     3,835
     
     
     (6,924
     )
     
     (250,683
     )LOSS BEFORE INCOME TAXES
     
     (107,928
     )
     
     (145,790
     )
     
     (337,467
     )
     
     (447,030
     )
     
     (19,917,957
     )INCOME TAXES
     
     -
     
     
     -
     
     
     -
     
     
     -
     
     
     -NET LOSS
     
     (107,928
     )
     $
     (145,790
     )
     
     (337,467
     )
     
     (447,030
     )
     
     (19,917,957
     )NET LOSS PER COMMON SHARE,BASIC AND DILUTED
     $
     NIL
     
     $
     NIL
     
     
     (0.01
     )
     
     (0.01
     )WEIGHTED AVERAGE NUMBER OFCOMMON STOCK SHARES OUTSTANDING,BASIC AND DILUTED
     
     31,589,567
     
     
     31,300,196
     
     
     31,397,357
     
     
     31,300,196


The accompanying condensed notes are an integral part of these interim consolidated financial statements.F-2

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENTS OF CASH FLOWSPeriod fromMarch 30, 1990(Inception) toNine Months Ended September 30
     
     
     September 30,2008
     
     
     2007
     
     
     2008(unaudited)
     
     
     (unaudited)
     
     
     (unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (337,467
     )
     $
     (447,030
     )
     $
     (19,917,957
     )Adjustments to reconcile net lossto net cash used by operating activitiesDepreciation and amortization
     
     1,024
     
     
     1,498
     
     
     574,852Financing fees paid by issuance of common stock
     
     -
     
     
     -
     
     
     56,939Loss on impairment of software
     
     -
     
     
     -
     
     
     1,275,000Services paid by issuance of common stock
     
     691,021
     
     
     -
     
     
     14,308,488Services paid by issuance of common stock options
     
     
     
     
     -
     
     
     56,600Liabilities paid by issuance of common stock
     
     107,644
     
     
     -
     
     
     1,558,802Increase (decrease) in:Impairment-Goodwill
     
     -
     
     
     6,924
     
     
     6,924Impairment-Development costs
     
     -
     
     
     -
     
     
     25,286Accrued interest
     
     -
     
     
     -
     
     
     5,367Accounts payable
     
     353
     
     
     9,466
     
     
     6,428Accounts payable, related party
     
     872
     
     
     4,050
     
     
     60,749Notes payable, related party
     
     -
     
     
     -
     
     
     (187,989
     )Refund payable
     
     -
     
     
     -
     
     
     2,400Accrued salaries
     
     (428,520
     )
     
     236,786
     
     
     580,500Net cash used in operating activities
     
     34,927
     
     
     (188,306
     )
     
     (1,587,611
     )CASH FLOWS FROM INVESTING ACTIVITIES:Written back
     
     -
     
     
     -
     
     
     (2,400
     )Deposits
     
     (35,000
     )
     
     -
     
     
     (35,000
     )Developmental charges
     
     -
     
     
     -
     
     
     (25,286
     )Purchase of software and equipment
     
     -
     
     
     -
     
     
     (211,852
     )Net cash used in investing activities
     
     (35,000
     )
     
     -
     
     
     (274,538
     )CASH FLOWS FROM FINANCING ACTIVITIES:Cash received in acquisition
     
     -
     
     
     -
     
     
     564Payment of notes payable
     
     -
     
     
     -
     
     
     (200,000
     )Proceeds from notes payable - related party
     
     -
     
     
     -
     
     
     1,002,355Proceeds from notes payable - convertible
     
     -
     
     
     -
     
     
     69,985Issuance of stock for cash
     
     -
     
     
     -
     
     
     996,250Net cash provided by financing activities
     
     -
     
     
     -
     
     
     1,869,154Net increase (decrease) in cash
     
     (73
     )
     
     (188,306
     )
     
     7,005Cash, beginning of period
     
     7,078
     
     
     194,890
     
     
     -Cash, end of period
     $
     7,005
     
     $
     6,584
     
     $
     7,005SUPPLEMENTAL CASH FLOW DISCLOSURES:Cash paid for interest and income taxes:Interest expense
     $
     -
     
     $
     -
     
     $
     -Income taxes
     $
     -
     
     $
     -
     
     $
     -NON-CASH INVESTING AND FINANCING ACTIVITIES:Stock issued for services
     $
     -
     
     $
     -
     
     $
     13,450,800Stock issued for debt and accrued interest
     $
     -
     
     $
     -
     
     $
     2,097,510Stock issued for computer software
     $
     -
     
     $
     -
     
     $
     1,500,000Stock issued for acquisition of asset
     $
     -
     
     $
     -
     
     $
     138,000Stock issued for services
     $
     -
     
     $
     -
     
     $
     56,600Stock issued for acquisition
     $
     -
     
     $
     -
     
     $
     6,900


The accompanying condensed notes are an integral part of these interim consolidated financial statements.F-3

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTSSEPTEMBER 30, 2008(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

South Shore Resources Inc. formerly FirstBingo.com, (hereinafter "the Company"), was incorporated in March 1990 under the laws of the State of Nevada (as Vista Medical Terrace Inc.) for any lawful business. The name change to FirstBingo.com was effective on May 25, 1999 to reflect the Company's change in primary focus to the offering of interactive online internet entertainment and game playing. The Company's operations are located in the Turks & Caicos. As part of the acquisition of software in 1999, the Company acquired a non-operating wholly owned subsidiary, Lucky Port Limited, a British Virgin Islands corporation. See Note 4.

During the year ended December 31, 2004, the Company acquired WorldWide-Exclusive LTD., a privately held Canadian corporation through the issuance of 12,000 shares of the Companys common stock with a fair market value of $6,900.

On November 1, 2006 the Company changed its name to South Shore Resources Inc. to reflect a change in the primary focus from interactive online internet entertainment and game playing to oil and gas refining technology.

On July 27, 2008 the Company changed its focus from oil and gas refining technology to the manufacturing, marketing, sales and distribution of products which are committed to fuel savings with the use of Hydrogen Generating Modules and related accessories to the transportation and automotive manufacturing industries.

The Company is in the development stage and, as of September 30, 2008, had not realized any significant revenues from its planned operations. The Company's year-end is December 31.

BASIS OF PRESENTATION

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-B as promulgated by the Securities and Exchange Commission (SEC). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2007, included in the Companys Form 10 KSB filing. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the nine month period ended September 30, 2008 are not necessarily indicative of the results that may be expected for the full year.

In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair statement of the results for the periods presented. All adjustments were of a normal recurring nature. These interim statements should be read in conjunction with the annual financial statements of the Company included in its FYE 2007 Annual Report on Form 10-K.



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTSSEPTEMBER 30, 2008(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following are summarized accounting policies considered to be significant by the Companys management

Accounting MethodThe Company uses the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash EquivalentsFor purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

DepositsA commitment is recorded when the company enters into an agreement to make payment but services have not as yet been completed or products fully delivered. When monies are paid in advance for performance or product delivery, a prepayment (down payment or deposit), is recognized.

In September 2008, the Company entered into an agreement for the construction of a Stainless Steel mold for the HyPro 1 base, cover and casing. The mold allows for the mass production of the HyPro 1 base, cover and casing by the Company. A Deposit of $35,000 was paid by Mr. Richard Wachter, on behalf of the Company.

Development Stage ActivitiesThe Company has been in the development stage since its formation on March 30, 1990. The Company was primarily engaged in internet entertainment and the business of gaming. In November 2006, the Company changed its primary focus from internet entertainment to oil and gas refining technology. Neither activity to date has been sufficient for recognition as an operating company. (See Note 6.)

During July, 2008 the Company changed its focus from oil and gas refining technology to the manufacturing, marketing, sales and distribution of products which are committed to fuel savings with the use of Hydrogen Generating Modules and related accessories to the transportation and automotive manufacturing industries.

Fair Value of Financial InstrumentsThe Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, and short-term borrowings. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2008 and 2007.

Going ConcernThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern.



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTSSEPTEMBER 30, 2008(UNAUDITED)

As shown in the accompanying financial statements, the Company incurred a net loss of $337,467 for the nine months ended September 30, 2008 and has an accumulated deficit since inception of approximately $20 million. The Company has limited resources and negative working capital. The future of the Company is dependent upon future profitable operations. For the twelve-month period subsequent to September 30, 2008, the Company anticipates that its minimum cash requirements to continue as a going concern will be approximately $600,000. The anticipated source of funds is the issuance for cash of additional equity instruments. The financial statements do not include any recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Management has established plans to seek additional capital from new equity securities issuances that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

Other IncomeDuring the quarter ended September 30, 2008 the Company has written off debts totalling $3,835. These were from Infomediated for $1,435 and Tesauro for $2,400. Management has attempted over the years to contact both companies to no avail. (See Note 7)

Principles of ConsolidationThe accompanying financial statements include the accounts of the Company and its subsidiaries, Lucky Port Limited and WorldWide-Exclusive Limited. Lucky Port Limited and WorldWide-Exclusive Limited are non-operating subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Revenue RecognitionThe Company recognizes revenue when products are fully delivered or services have been provided and collection reasonably assured.

Use of EstimatesThe process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

NOTE 3 - COMMON STOCK

During the quarter ended September 30, 2008, the company issued 13,311,084 shares of common stock to Richard Wachter, our president at $0.06 per share. The consideration for the shares of common stock was as follows:

| | 1) | 1,794,067 shares of common stock to repay Rick Wachter for advances made by Mr. Wachter in the amount of $107,644.
| | -- | ------------------------------------------------------------------------------------------------------------------
| |   
| | 2) | 11,517,017 shares of common stock to compensate Mr. Wachter for services valued at $691,021.                      
| |   



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTSSEPTEMBER 30, 2008(UNAUDITED)

NOTE 4 - RELATED PARTY TRANSACTIONS

During the third quarter ended September 30, 2008, the Company's president advanced $54,637 to the Company in order for the Company to meet its current financial obligations.

NOTE 5 - CONVERTIBLE DEBT

On March 27, 2003, the Company sold in a private placement to accredited investors a three-month convertible pay-in-kind note due June 27, 2003, in the principal amount of $38,000 in cash. The note, with an interest rate of 15%, is convertible into shares of Company common stock at a conversion price equal to$2.50 CDN ($1.90 U.S.) per share. The Company offered the convertible subordinated debt pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act. At December 31, 2007 the convertible debenture was delinquent and the Company and investor were considering the options for payment. No additional interest or late payment penalties have been accrued or assessed as of September 30, 2008.

NOTE 6 - LICENSE AGREEMENTS

Mempore CorporationOn October 6, 2006 the Company entered into an exclusive licensing agreement with Mempore Corporation, a company located in Ottawa, Ontario, Canada for the refining of heavy crude oil into light sweet crude oil. The Technology Option Agreement and all Extensions have subsequently expired during the first quarter of 2008.Mempore was to receive a minimum of 15% to a maximum of 25 % of the net revenues the Company was to receive in it's dealings in any arrangement utilizing the Mempore System Membrane Technology.

South Shore had previously capitalized approximately $25,000 in Development Costs to Mempore for the construction of a working prototype membrane module. The prototype has been constructed by Mempore Corp. and was to be utilized by South Shore to demonstrate how the membrane technology application works to potential oil companies for their refining processes worldwide.

Subsequent to March 31, 2008 it was determined that there was no compelling evidence that the asset the Company had on the books as Development Costs retained any further value. This was due to the expiration of The Technology Option Agreement and all Extensions with Mempore. As the capitalized Development Costs of $25,286 held no future value and were the focus of the Companys business purpose, they were impaired and charged to Other Losses for the year ended December 31, 2007.

During July, 2008 the Company changed focus from oil and gas refining technology to the manufacturing, marketing, sales and distribution of products which are committed to fuel savings with the use of Hydrogen Generating Modules and related accessories to the transportation and automotive manufacturing industries and that its progressive path no longer required the further involvement of Mempore Corporation.



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTSSEPTEMBER 30, 2008(UNAUDITED)

Net 2000 Inc. LLCOn July 30, 2008 the Company entered into an exclusive worldwide Distribution Agreement with Net 2000 Inc. LLC, a company located in Jackson, Tennessee, U.S.A. to market all present and future products of Net 2000 Inc. LLC. Net 2000 Inc LLC is currently the author of a Guide on How to Source and Build your own Hydrogen on Demand Generator. The terms of the Agreement are for 10 years with the option to renew for two additional 10-year terms. South Shore is to sell a minimum of 1,000 copies of this guide within an 18 month timeframe or Net 2000 Inc. LLC may upon 30 days written notice terminate this Agreement. Both the Company and Net 2000 Inc. LLC agree to set the pricing on all products six months in advance with any pricing changes to be agreed upon by both companies 30 days in advance of any such change. Net 2000 Inc. LLC is to receive 25% of the net revenues the Company receives in its dealings.

Consulting Agreement: John ColonnaOn August 04, 2008 the Company entered into a Consulting Agreement with John (Giovanni) Anthony Colonna, P.Eng. Mr. Colonna is to provide consulting services to the Company in the area of Hydrogen Fuel Generation and other activities as directed by the Company. Mr. Colonna is to receive $5,000 CDN per month with incurred expenses to be pre approved in writing by the Company. The Agreement terminates on June 30, 2009 and may also be terminated by either party before June 30, 2009 with 30-days prior written notice. The Company may renew at its option for a further one year term on the same terms and conditions as this Agreement by giving Mr. Colonna notice on or before May 31, 2009. Mr. Colonna has received during the quarter ended September 30, 2008 a total of $5,000 CDN.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

For the years ending December 31, 2008 and 2007, the Company has agreed to pay two of its officers annual salaries of $250,000 and $100,000 for their services to the Company. At September 30, 2008 and 2007 the Company has accrued $580,500 and $921,520 in salaries payable to the officers, respectively. This amount is included in accrued salaries in the financial statements.

On April 3, 2001, the Company entered into a licensing agreement with Tesauro S.A. ("Tesauro"), a corporation located in Spain, for use in producing and distributing the Trivia Bingo Game in a television game show format. Upon execution of the agreement, Tesauro agreed to pay to the Company a non-refundable fee of $10,000, plus any taxes eligible. As of December 31, 2003, the Company had received the entire fee. Tesauro overpaid its license by $2,400 which was previously included in the Companys financial statements under "Commitments and Contingencies." This amount was written off during the quarter ended September 30, 2008 after numerous attempts by Management to reach Tesauro have failed.(See Note 2  Other Income)







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ITEM 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

This section of our quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance and may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that may cause actual results to differ materially from historical results or our predictions.

Our auditors have previously issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated minimal revenues and have incurred an accumulated deficit of approximately $20 million.

Our officers and directors have indicated that they are unwilling to make any commitment to loan additional capital at this time, other than to pay fees connected with our filings with the SEC. Accordingly, our officers and directors are under no legal obligation to make additional capital contributions to us in the future. Should we require additional funds and are unable to raise it we will either have to suspend operations until we do raise the funds, or cease operations entirely.

We negotiated with Mempore an exclusive license to market a membrane separation technology for the refining of heavy crude oil into light sweet crude oil. This exclusively licensed technology allowed us to operate our own refining facility, market ourselves directly, through partners, licensees or third parties.

Subsequent to March 31, 2008, the Technology Option Agreement and all Extensions with Mempore expired.

During July, we decided that our progressive path no longer required the further involvement of Mempore Corporation as we have changed focus from oil and gas refining technology to the manufacturing, marketing, sales and distribution of products which are committed to fuel savings with the use of Hydrogen Generating Modules and related accessories to the transportation and automotive manufacturing industries.

Also during July, our website was redesigned with the end user in mind and now better reflect our focus which is the manufacturing, marketing sales and distribution of products which assist in fuel savings with the use of Hydrogen Generating Modules and related accessories to the transportation and automotive manufacturing industries.

The website is located atwww.southshoreresourcesinc.com.



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On July 30, 2008, we entered into an exclusive worldwide Distribution Agreement with Net 2000 Inc. LLC, a company located in Jackson, Tennessee, U.S.A. to market all present and future products of Net 2000 Inc. LLC. Net 2000 Inc. LLC is currently the author of a Guide on how to Source and Build your own Hydrogen on Demand Generator which is currently available on our website.

On August 4, 2008, we entered into a Consulting Agreement with John (Giovanni) Anthony Colonna, P.Eng. Mr. Colonna will provide consulting services to us in the area of Hydrogen Fuel Generation and other activities as directed by us.

On September 16, 2008, we decided that our progressive path no longer required the further involvement of its Trivia Bingo Division and as such discontinued its operations.

On September 29, 2008, we issued 13,311,084 shares of common stock to Richard Wachter, our president at $0.06 per share. The consideration for the shares of common stock was as follows:

|1) | 1,794,067 shares of common stock to repay Rick Wachter for advances made by Mr. Wachter in the amount of $107,644.
|-- | ------------------------------------------------------------------------------------------------------------------
|  
|2) | 11,517,017 shares of common stock to compensate Mr. Wachter for services valued at $621,021.                      
|  
|   | We do not intend to hire additional employees at this time                                                        
|  

Limited Operating History; Need for Additional Capital

We are a development stage corporation and have generated minimal revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.

In order to become profitable and competitive, we must continue to operate our web-site to provide up to date information on the Company. We continue to seek equity financing to provide for the capital required.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue operations. Additional equity financing may result in additional dilution to existing shareholders.

Results of OperationsSince January 1, 1999

Since May 1999, we have used our common stock to raise money for the development of the web-site, the development of our Internet Bingo game, and, for corporate expenses. We received a loan of $750,000 from Ampang Investments Ltd. evidenced by a debenture. The debenture was converted to 2,876,376 shares of common stock. Ampang Investments Ltd. is owned by The Bentley Group Ltd., a company which is owned and controlled by Richard L. Wachter, our President and Chief Financial Officer.



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The revenues generated prior to 2005 were in the third and fourth quarters of 2001. A total of $10,000 was generated from the sale of format licenses for our T.V. game show and internet software user agreement. This was not revenue generated from operations.

At September 30, 2008, we had negative working capital of $684,626 compared to negative working capital of $1,109,448 at December 31, 2007. This was a result of a decrease in current liabilities and a decrease in current assets. Accounts payable increased from $3,674 on December 31, 2007 to $6,428 September 30, 2008.

Fiscal September 30, 2008 Compared to Fiscal September 30, 2007

At September 30, 2008, we had negative working capital of $684,626 compared to negative working capital of $999,240 at September 30, 2007. This was a result of a decrease in current liabilities and an increase in current assets. Accounts payable decreased from $29,586 on September 30, 2007 to $6,428 September 30, 2008.

At September 30, 2008, our primary asset was cash and a deposit and at September 30, 2007, our primary asset was cash and development costs, and the primary liabilities consisted of accounts payable, accrued interest, notes payable and accrued salaries.

Liquidity and Capital Resources

We continue to maintain a cash balance in order to fulfill our financial commitments. This cash balance or burn rate required to fulfill our financial commitments is $32,000 per month. The approximate amount of time through which our current assets will fund existing operations, barring additional advances from shareholders, is two months. All of this cash balance has been obtained through borrowing and sale of common stock. In the past, the majority shareholders have had to fund any cash shortfalls experienced by us.

Current assets increased from $6,584 at September 30, 2007 to $7,005 at September 30, 2008. Current liabilities at September 30, 2007, were $1,005,824. These liabilities decreased at September 30, 2008, to $691,631.

Effects of Inflation

Inflation and changing prices will not and are not expected to have a significant effect on our operations during the foreseeable future.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





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ITEM 4.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures- We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls Over Financial Reporting- We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

PART II - OTHER INFORMATION

ITEM 1A.  RISK FACTORSWe are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of1934 and are not required to provide the information under this item.ITEM 6.     EXHIBITSThe following documents are included herein:

Exhibit No.
     Document Description31.1
     Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Actof 2002.31.2
     Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-OxleyAct of 2002.32.1
     Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.32.2
     Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of2002.






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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12thday of November, 2008.

SOUTH SHORE RESOURCES INC.BY:RICHARD L. WACHTERRichard L. Wachter, President, PrincipalAccounting Officer, Principal Financial Officer,Treasurer and a member of the Board of DirectorsBY:MICHAEL KABINMichael Kabin, Principal Executive Officer,Secretary and a member of the Board of Directors





























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EXHIBIT INDEX





|Exhibit No. | Document Description                                                                       
|----------- | -------------------------------------------------------------------------------------------
|31.1        | Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act
|            | of 2002.                                                                                   
|           
|31.2        | Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley    
|            | Act of 2002.                                                                               
|           
|32.1        | Certification of Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 
|            | 2002.                                                                                      
|           
|32.2        | Certification of Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 
|            | 2002.                                                                                      





























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