==========================================================================================================================================

FORM 10-KSB/A-1SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549[X]
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended - December 31, 2007OR[   ]
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromCommission file number 000-31289


SOUTH SHORE RESOURCES INC.(Exact name of registrant as specified in its charter)

NEVADA
     88-0256854(State or other jurisdiction of incorporation or organization)
     (Employer Identification No.)


Times Square, P.O. Box 663, Leeward HighwayProvidenciales, Turks & Caicos IslandsBritish West Indies(Address of principal executive offices, including zip code.)

(416) 281-3335(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
     NoneSecurities registered pursuant to Section 12(g) of the Act:
     Common Stock


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 past 90 days.YES [X]     NO [   ]

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is contained herein, and no disclosure will be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

The registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [  ]     NO [X]

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The aggregate market value of the voting stock held by non-affiliates of the registrant was$2,674,351 as of December 31, 2007.

Number of shares outstanding of the registrants class of common stock,as of December 31, 2007 was 31,300,196.

The Company recorded no revenues for its most recent fiscal year ended December 31, 2007.

EXPLANATORY NOTE

This amendment is being filed to amend South Shore Resources Inc.'s (the "Company") Item 7. Financial Statements and Supplementary Data and Item 13. Exhibits. The Company is revising their financial statements to insert underlines that were inadvertently not included in the original filing.  The Company is also revising their signature page, which was unintentionally dated March 11, 2008 to April 15, 2008.

This Form 10-KSB/A-1 amends only Item 7 and Item 13 of the 2007 Form 10-KSB previously filed on April 14, 2008 for the year ending December 31, 2007.

No information in this Form 10-KSB/A-1 has been updated for any subsequent events occuring after April 14, 2008, the date of the original filing.

TABLE OF CONTENTSPagePART IIIItem 7. Financial Statements and Supplementary Data.
     3PART IVItem 13. Exhibits.
     20












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ITEM 7.
     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.INDEPENDENT AUDITORS REPORT
     F-1FINANCIAL STATEMENTSBalance Sheets
     F-2Statements of Operations
     F-3Statement of Stockholders Equity (Deficit)
     F-4 - F-5Statements of Cash Flows
     F-6NOTES TO FINANCIAL STATEMENTS
     F-7




































-3-

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South Shore Resources Inc.Providenciales, Turks & Caicos Islands, British West Indies

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of South Shore Resources Inc. (a Nevada corporation and development stage enterprise) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders deficit and cash flows for the years then ended and for the period from March 30, 1990 (inception) through December 31, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of South Shore Resources Inc. as of December 31, 2007 and 2006, and the results of its operations, stockholders deficit and its cash flows for the years then ended and for the period from March 30, 1990 (inception) through December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys operating losses, limited cash, and negative working capital raise substantial doubt about its ability to continue as a going concern. Managements plans regarding the resolution of this issue are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WILLIAMS & WEBSTER, P.S.Williams & Webster, P.S.Certified Public AccountantsSpokane, WashingtonApril 14, 2008

F-1

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED BALANCE SHEETS

December 31,ASSETS
     
     2007
     
     
     2006CURRENT ASSETSCash
     $
     7,078
     
     $
     194,890Total Current Assets
     
     7,078
     
     
     194,890OTHER ASSETSDevelopmental costs
     
     -
     
     
     25,286Computer equipment, net of accumulated depreciation
     
     1,024
     
     
     3,022Goodwill
     
     -
     
     
     6,924Total Other Assets
     
     1,024
     
     
     35,232TOTAL ASSETS
     
     8,102
     
     
     230,122LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable
     $
     3,674
     
     $
     20,120Accounts payable - related party
     
     60,465
     
     
     7,301Accrued interest
     
     5,367
     
     
     5,367Accrued salaries
     
     1,009,020
     
     
     684,734Note payable - related party
     
     -
     
     
     -Convertible note payable
     
     38,000
     
     
     38,000Total Current Liabilities
     
     1,116,526
     
     
     755,522COMMITMENTS AND CONTINGENCIES
     
     2,400
     
     
     2,400STOCKHOLDERS' DEFICITCommon stock, 50,000,000 shares authorized, $ 0.001 par value;31,300,196 shares issued and outstanding
     
     31,300
     
     
     31,300Additional paid-in capital
     
     18,438,366
     
     
     18,438,366Accumulated deficit during development stage
     
     (19,580,490
     )
     
     (18,997,466
     )Total Stockholder's Equity (Deficit)
     
     (1,110,824
     )
     
     (527,800
     )TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
     $
     8,102
     
     $
     230,122




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

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENTS OF OPERATIONSPeriod fromMarch 30, 1990(Inception) toYear Ended December 31,
     
     
     December 31,2007
     
     
     2006
     
     
     2007REVENUES
     $
     -
     
     $
     -
     
     $
     1,551COST OF REVENUES
     
     -
     
     
     -
     
     
     -GROSS PROFIT
     
     -
     
     
     -
     
     
     1,551EXPENSESDepreciation and amortization
     
     1,997
     
     
     45,583
     
     
     573,830Consulting fees
     
     24,104
     
     
     27,000
     
     
     4,110,551Directors' fees
     
     -
     
     
     -
     
     
     1,252,600Officers' salaries
     
     350,000
     
     
     516,667
     
     
     2,467,626Salaries - sales and office
     
     -
     
     
     -
     
     
     76,625Filing fees
     
     125
     
     
     125
     
     
     16,317Marketing and public relations
     
     -
     
     
     -
     
     
     8,419,618Legal and professional fees
     
     45,901
     
     
     49,784
     
     
     356,913Travel and entertainment
     
     104,080
     
     
     12,687
     
     
     163,455Office and administration
     
     35,863
     
     
     40,837
     
     
     177,159Software and internet services
     
     -
     
     
     6,997
     
     
     259,250Trade show expenses
     
     -
     
     
     -
     
     
     37,492Trivia bingo development
     
     -
     
     
     -
     
     
     22,274Pilot development
     
     -
     
     
     -
     
     
     118,813Loss on impairment of software
     
     -
     
     
     -
     
     
     1,275,000TOTAL OPERATING EXPENSES
     
     562,070
     
     
     699,680
     
     
     19,327,523LOSS FROM OPERATIONS
     
     (562,070
     )
     
     (699,680
     )
     
     (19,325,972
     )OTHER INCOME (EXPENSES)Impairment - Goodwill
     
     (6,924
     )
     
     -
     
     
     (6,924
     )Impairment - Development costs
     
     (25,286
     )
     
     
     
     
     (25,286
     )Other income ( debts written back )
     
     11,256
     
     
     -
     
     
     11,256Other income
     
     
     
     
     
     
     
     10,000Gain on forgiveness of debt
     
     -
     
     
     -
     
     
     28,761Financing expense
     
     -
     
     
     (56,939
     )
     
     (56,938
     )Interest expense
     
     -
     
     
     (16,919
     )
     
     (215,387
     )TOTAL OTHER INCOME (EXPENSES)
     
     (20,954
     )
     
     (73,858
     )
     
     (254,518
     )LOSS BEFORE INCOME TAXES
     
     (583,024
     )
     
     (773,538
     )
     
     (19,580,490
     )INCOME TAXES
     
     -
     
     
     -
     
     
     -NET LOSS
     $
     (583,024
     )
     $
     (773,538
     )
     $
     (19,580,490
     )NET LOSS PER COMMON SHARE,BASIC AND DILUTED
     $
     (0.01
     )
     $
     (0.02
     )WEIGHTED AVERAGE NUMBER OFCOMMON STOCK SHARES OUTSTANDING,BASIC AND DILUTED
     
     31,300,196
     
     
     31,300,196




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



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENTS OF CASH FLOWSPeriod fromMarch 30, 1990(Inception) toYear Ended December 31,
     
     
     December 31,2007
     
     
     2006
     
     
     2007CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     $
     (583,024
     )
     $
     (773,538
     )
     $
     (19,580,490
     )Adjustments to reconcile net lossto net cash used by operating activities:Depreciation and amortization
     
     1,997
     
     
     45,583
     
     
     573,828Financing fees paid by issuance of common stock
     
     -
     
     
     56,939
     
     
     56,939Loss on impairment of software
     
     -
     
     
     -
     
     
     1,275,000Services paid by issuance of common stock
     
     -
     
     
     166,667
     
     
     13,617,467Services paid by issuance of common stock
     
     -
     
     
     -
     
     
     56,600Liabilities paid by issuance of common stock
     
     -
     
     
     1,341,633
     
     
     1,451,158Increase (decrease) in:Impairment-Goodwill
     
     6,924
     
     
     -
     
     
     6,924Impairment-Development costs
     
     25,286
     
     
     
     
     
     25,286Accrued interest
     
     -
     
     
     (71,722
     )
     
     5,367Accounts payable
     
     (16,446
     )
     
     4,663
     
     
     3,674Accounts payable, related party
     
     53,164
     
     
     (65,003
     )
     
     59,877Notes payable, related party
     
     -
     
     
     (187,989
     )
     
     (187,989
     )Refund payable
     
     -
     
     
     -
     
     
     2,400Accrued salaries
     
     324,287
     
     
     (706,225
     )
     
     1,009,021Net cash used in operating activities
     
     (187,812
     )
     
     (188,992
     )
     
     (1,624,938
     )CASH FLOWS FROM INVESTING ACTIVITIES:Developmental charges
     
     -
     
     
     (25,286
     )
     
     (25,286
     )Purchase of software and equipment
     
     
     
     
     
     
     
     (211,852
     )Net cash used in investing activities
     
     -
     
     
     (25,286
     )
     
     (237,138
     )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
     
     (187,812
     )
     
     (214,278
     )
     
     7,078Cash, beginning of period
     
     194,890
     
     
     409,168
     
     
     -Cash, end of period
     $
     7,078
     
     $
     194,890
     
     $
     7,078SUPPLEMENTAL CASH FLOW DISCLOSURES:Cash paid for interst 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
     $
     -
     
     $
     1,341,633
     
     $
     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
     
     $
     6,900




The accompanying notes are an integral part of these consolidated financial statements. 
F-4

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)DeficitAccumulatedCommon Stock
     
     
     
     
     
     During
     
     TotalNumber
     
     
     
     Additional
     
     Stock
     
     Development
     
     Stockholders'of Shares
     
     Amount
     
     Paid-in Capital
     
     Options
     
     Stage
     
     Equity (Deficit)Initial issuance of common stock inApril 1990 for cash
     671,232
     $
     672
     $
     1,828
     $
     -
     $
     -
     $
     2,500Cumulative net loss for the years endedDecember 31, 1990 through December 31, 1996
     -
     
     -
     
     -
     
     -
     
     (3,200
     )
     (3,200
     )Balance, December 31, 1996
     671,232
     
     672
     
     1,828
     
     -
     
     (3,200
     )
     (700
     )Net loss for year ending, December 31, 1997
     -
     
     -
     
     -
     
     -
     
     (1,050
     )
     (1,050
     )Balance, December 31, 1997
     671,232
     
     672
     
     1,828
     
     -
     
     (4,250
     )
     (1,750
     )Net loss for year ending, December 31, 1998
     -
     
     -
     
     -
     
     -
     
     (1,275
     )
     (1,275
     )Balance, December 31, 1998
     671,232
     
     672
     
     1,828
     
     -
     
     (5,525
     )
     (3,025
     )Net loss for year ending December 31, 1999
     -
     
     -
     
     -
     
     -
     
     (1,575
     )
     (1,575
     )Balance, December 31, 1999
     671,232
     
     672
     
     1,828
     
     -
     
     (7,100
     )
     (4,600
     )Issuance of common stock for services at anaverage of $33.25 per share
     390,400
     
     392
     
     12,979,308
     
     -
     
     -
     
     12,979,700Options issued for consulting fees
     -
     
     -
     
     -
     
     15,000
     
     -
     
     15,000Issuance of common stock for acquisition ofLucky Port Limited at an average of $3.91 per share
     384,000
     
     384
     
     1,499,616
     
     -
     
     -
     
     1,500,000Net loss for year ending December 31, 2000
     -
     
     -
     
     -
     
     -
     
     (13,275,236
     )
     (13,275,236
     )Balance, December 31, 2000
     1,445,632
     
     1,448
     
     14,480,752
     
     15,000
     
     (13,282,336
     )
     1,214,864Options granted for consulting fees
     -
     
     -
     
     -
     
     41,600
     
     -
     
     41,600Expiration of stock options
     -
     
     -
     
     15,000
     
     (15,000
     )
     -
     
     -Issuance of common stock for services at anaverage of $4.68 per share
     11,216
     
     12
     
     52,488
     
     -
     
     -
     
     52,500Net loss for the year ending December 31, 2001
     -
     
     -
     
     -
     
     -
     
     (574,337
     )
     (574,337
     )Balance, December 31, 2001
     1,456,848
     
     1,460
     
     14,548,240
     
     41,600
     
     (13,856,673
     )
     734,627Issuance of common stock for services at $0.63 pershare
     320,000
     
     320
     
     199,680
     
     -
     
     -
     
     200,000Issuance of common stock for accrued interest anddebt at $0.63 per share
     1,150,552
     
     1,152
     
     717,942
     
     -
     
     -
     
     719,094Issuance of common stock for servicesat $1.25 per share
     56,000
     
     56
     
     69,944
     
     -
     
     -
     
     70,000Issuance of common stock for servicesat $1.56 per share
     56,000
     
     56
     
     87,444
     
     -
     
     -
     
     87,500Expiration of stock options
     -
     
     -
     
     41,600
     
     (41,600
     )
     -
     
     -Net loss for the year ending December 31, 2002
     -
     
     -
     
     -
     
     -
     
     (2,296,757
     )
     (2,296,757
     )Balance, December 31, 2002
     3,039,400
     $
     3,044
     $
     15,664,850
     $
     -
     $
     (16,153,430
     ) $
     (485,536
     )


The accompanying notes are an integral part of these consolidated financial statements. 
F-5

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)DeficitAccumulatedCommon Stock
     
     
     
     During
     
     
     TotalNumber
     
     
     
     Additional
     
     Development
     
     
     Stockholders'of Shares
     
     Amount
     
     Paid-in Capital
     
     Stage
     
     
     Equity (Deficit)Balance, December 31, 2002
     3,039,400
     $
     3,044
     $
     15,664,850
     $
     (16,153,430
     )
     $
     (485,536
     )Stock issued for convertible debt and accrued interestat $0.40 per share
     92,000
     
     92
     
     36,690
     
     -
     
     
     36,783Issuance of common stock for acquisition of asset
     9,600,000
     
     9,600
     
     128,400
     
     -
     
     
     138,000at $0.0025 per shareCommon stock issued for fractional shares
     8
     
     -
     
     -
     
     -
     
     
     -Net loss for year ending December 31, 2003
     -
     
     -
     
     -
     
     (537,547
     )
     
     (537,547
     )Balance, December 31, 2003
     12,731,408
     
     12,736
     
     15,829,941
     
     (16,690,977
     )
     
     (848,300
     )Issuance of common stock for acquisition of subsidiary
     12,000
     
     12
     
     6,888
     
     -
     
     
     6,900Issuance of common stock for consulting services
     28,000
     
     28
     
     16,072
     
     -
     
     
     16,100at $0.58 per shareNet loss for year ending December 31, 2004
     -
     
     -
     
     -
     
     (549,009
     )
     
     (549,009
     )Balance, December 31, 2004
     12,771,408
     
     12,776
     
     15,852,901
     
     (17,239,986
     )
     
     (1,374,309
     )Issuance of common stock for cash at $1.66 per share
     600,000
     
     600
     
     993,150
     
     -
     
     
     993,750Stock issued for consulting agreement at $1.13 per share
     40,000
     
     40
     
     44,960
     
     -
     
     
     45,000Net loss for year ending December 31, 2005
     -
     
     -
     
     -
     
     (983,942
     )
     
     (983,942
     )Balance, December 31, 2005
     13,411,408
     
     13,416
     
     16,891,011
     
     (18,223,928
     )
     
     (1,319,501
     )Issuance of common stock for debt and accrued interestat $0.09 per share
     17,888,440
     
     17,888
     
     1,547,351
     
     -
     
     
     1,565,239Common stock issued for fractional shares
     348
     
     -
     
     -
     
     -
     
     
     -Net loss for year ending December 31, 2006
     -
     
     -
     
     -
     
     (773,538
     )
     
     (773,538
     )Balance, December 31, 2006
     31,300,196
     
     31,300
     
     18,438,366
     
     (18,997,466
     )
     
     (527,800
     )Net loss for year ending December 31, 2007
     -
     
     -
     
     -
     
     (583,024
     )
     
     (583,024
     )Balance, December 31, 2007
     31,300,196
     $
     31,300
     $
     18,438,366
     $
     (19,580,490
     )
     $
     (1,110,824
     )


The accompanying notes are an integral part of these consolidated financial statements. 
F-6

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

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 FirstBingo.com'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.

The Company is in the development stage and as of December 31, 2007 had not realized any significant revenues from its planned operations. The Company's year-end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of FirstBingo.com is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

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

Accounting for Stock Options and Warrants Granted to Employees and NonemployeesStatement of Financial Accounting Standards No. 123(R), "Accounting for Stock-Based Compensation" (hereinafter "SFAS No. 123(R)"), defines a fair value-based method of accounting for stock options and other equity instruments. The Company has adopted this method, which measures compensation costs based on the estimated fair value of the award and recognizes that cost over the service period.







F-7

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

Basic and Diluted Loss Per ShareNet loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same at December 31, 2007 and 2006 as there were 80,000 shares outstanding under convertible debt that were considered anti-dilutive



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.

Concentration of Credit RiskThe Company maintains bank accounts in Canada. Although the country and the financial institutions are considered creditworthy and have not experienced any losses on their deposits, at December 31, 2007, the accounts owned by the Company that are denominated in U.S. dollars are not insured, therefore $856 and $179,118 was uninsured at December 31, 2007 and 2006, respectively. The accounts denominated in Canadian dollars are insured up to $60,000 CAD, neither account has exceeded this limit

Derivative InstrumentsThe Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (hereinafter SFAS No. 133), as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities  Deferral of the Effective Date of FASB No. 133, SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Standards No. 133 and 140. These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

At December 31, 2007 and 2006, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.





F-8

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

Development Stage ActivitiesThe Company has been in the development stage since its formation on March 30, 1990. It was primarily engaged in internet entertainment and the business of gaming. During 2001, the Company received an initial payment on its licensing agreement, and in 2005 the Company initiated its pay to play option on its internet game site (in order to qualify people for the pilot game shows produced in 2005). The Company changed its primary focus during November 2006 from internet entertainment to oil and gas refining technology. Neither activity to date has been sufficient for recognition as an operating company. (See Note 7.)

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, accounts payable and accrued expenses 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 December 31, 2007 and 2006.

Foreign Currency Translation and Other Comprehensive IncomeThe Company has adopted Financial Accounting Standard No. 52. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the year. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

As the Company's functional currency is the U.S. dollar, and all translation gains and losses are transactional, and the Company has no assets with value recorded in Canadian dollars, there is no recognition of other comprehensive income in the financial statements.

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

As shown in the accompanying financial statements, the Company incurred a net loss of $583,024 for the year ended December 31, 2007. 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 December 31, 2007, 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.



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

Impaired Asset PolicyIn October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (hereinafter "SFAS No. 144"). SFAS No. 144 replaces Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This standard establishes a single accounting model for long-lived assets to be disposed of by sale, including discontinued operations. SFAS No. 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. This statement is effective beginning for fiscal years after December 15, 2001, with earlier application encouraged. During the year ended December 31, 2002, the Company determined that its software was impaired and accordingly recognized an impairment loss.

In the year ended December 31, 2007 the Company determined the Goodwill of World-Wide Exclusive Ltd. was totally impaired. See Note 3.

Subsequent to December 31, 2007 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, they were subsequently charged to Other Losses at December 31, 2007.

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. See Note 4.

Provision for TaxesIncome taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" (hereinafter "SFAS No. 109"). Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

At December 31, 2007, the Company had deferred tax assets of approximately $2,033,000 principally arising from net operating loss carryforwards for income tax purposes calculated at an expected rate of 34%. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance equal to the deferred tax asset was recorded at December 31, 2007 and 2006. The significant components of the deferred tax asset at December 31, 2007 and December 31, 2006 were as follows:

December 31,
     
     
     December 31,2007
     
     
     2006Net operating loss carryforward
     $
     5,980,000
     
     $
     5,600,000Deferred tax asset
     $
     2,033,000
     
     $
     1,904,000Deferred tax asset valuation allowance
     
     (2,033,000
     )
     
     (1,904,000
     )Net deferred tax asset
     $
     -
     
     $
     -


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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

At December 31, 2007, the Company has net operating loss carryforwards of approximately $5,980,000 which expire in the years 2010 through 2026. This includes $200,000 of losses for stock issued in 2002 for director's salaries which had been previously classified as nondeductible service payments and $16,100 of losses for stock issued in 2004 for consulting services. In addition, in prior periods the Company recognized approximately $13,400,000 of losses from the issuance of common stock for services which were not deductible for tax purposes and are not included in the above calculation of deferred tax assets. The change in the allowance account from December 31, 2006 to December 31, 2007 was an increase of approximately $129,000, due to the increase in net operating losses.

Recent Accounting PronouncementsIn December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141 (revised 2007) Business Combinations. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February, 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115 (hereinafter SFAS No. 159). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Companys financial condition or results of operation.

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (hereinafter "FIN 48"), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of FIN 48 to have an immediate material effect on its financial position or results of operations.



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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

Revenue RecognitionThe Company would have recognized revenue in accordance with agreements entered into relating to an option granted from Mempore Corporation. The option gave the Company the exclusive right to negotiate and license certain trade secrets and systems for the refining of heavy crude oil into light sweet crude oil. The Company would recognize revenues from its website pay-to-play games as players sign up for memberships if it were operational. The Company would also recognize its portion of advertising revenue from commercial spots sold during the television presentations of their games as established by the contracts with the network and advertiser.

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 - INTANGIBLE ASSETS

Intangible AssetsIn September 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (hereinafter "SFAS No. 142"). SFAS No. 142 prohibits the amortization of goodwill and other intangible assets with indefinite lives and requires periodic reassessment of the underlying value of such assets for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. On December 30, 2004, the Company adopted SFAS No. 142. Application of the nonamortization provision of SFAS No. 142 is expected to result in no change to the Company's results of operations even though the Company acquired new nonamortizable intangible assets in the year ended December 31, 2004.

In past years, the Company capitalized $205,841, which is the contractual cost of the website and software license purchased from an independent supplier, and $1,500,000, which is the value of software acquired in exchange for stock. (See Note 4). No portion of this software-acquired during the year ended December 31, 2000-was internally developed and, accordingly, there were no internal costs associated with this software which were charged to research and development. Consistent with SOP 98-1, the costs of the website and related software license-which was purchased solely for internal use and will not be marketed externally-have been capitalized and are being amortized over the estimated useful life of five years.

During the year ended December 31, 2002, the Company determined that the majority of its software was substantially impaired due to the fact that it would no longer be used in any aspect of the Company's operations. The impairment was charged to operations, resulting in a loss on impaired assets of $1,275,000. During the year ended December 31, 2003, the Company issued 2,400,000 shares of common stock to a related party to purchase software technology that is integral to the operations of the Company. The software and patents were originally purchased by the related party for 600,000 shares of stock in FirstBingo.com (the predecessor of South Shore Resources Inc.) that it had acquired in 2000 as payment for services. These shares ultimately became a total of 9,600,000 shares with a final adjusted price of $0.0025 per share for a total cost of $138,000. SAB No. 48 interprets that the historical cost of the common stock will be the cost of the non-monetary assets acquired by the Company. Accordingly, the aforementioned value of the stock issued to the related party is considered FirstBingo.com's basis in the software, was amortized over its estimated useful life of three years.

F-12

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

During the year ended December 31, 2007, the Company's amortization expense attributable to the remaining unimpaired website and software license and computer equipment was $1,997.

During the year ended December 31, 2007, the Company determined that World-Wide Exclusive Ltd. was totally impaired due to the fact that it would no longer be used in any aspect of the Company's operations. This was charged as a Goodwill Impairment of $6,924.

Subsequent to December 31, 2007 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 at December 31, 2007.

NOTE 4 - COMMON STOCK

Upon incorporation, the Company issued 671,232 shares of common stock for $2,500. During the years ending December 31, 1990 through December 31, 1996, the Company was dormant and had minimal activity, resulting in a combined net loss of $3,200. There were no additional stock transactions during this period. Since 1997, the Company's board of directors has authorized a 92-for-1 forward stock split, a 2-for-1 forward split, a 1-for-25 reverse stock split, a stock dividend that was treated as a forward stock split, a 1-for-10 reverse stock split, and a 4-for-1 stock dividend that was treated as a forward stock split. All references in the accompanying financial statements and notes to the number of common shares and per share amounts, have been restated to reflect all changes in the Company's capital stock, including stock splits and reverse stock splits.

During 2000, the Company issued 390,400 shares for services which were valued at the fair market value of the shares at the date of issuance. Under a 1999 agreement, the Company acquired Lucky Port Ltd, a British Virgin Islands corporation, whose sole asset was computer software. This agreement required the Company to issue 384,000 shares of its common stock. This stock was issued during the year ended December 31, 2000. Valuation of these shares was determined based upon the value of the shares at the original signing date of the agreement.

During the year ended December 31, 2001, the Company issued 11,216 shares for services which were valued at the fair market value of the shares at the dates granted.

During the year ended December 31, 2002, the Company issued 320,000 shares to two of its directors for salaries and bonuses which were valued at $0.63 per share, the fair market value of the shares at the date of issue. In addition, the Company issued 1,150,552 shares of stock in satisfaction of a note payable to a related party. See Note 5.

Also during the year ended December 31, 2002, the Company issued a total of 112,000 shares of stock to two outside parties for technical services on the Company's website and online Trivia Bingo game. 56,000 shares were valued at $1.25 per share and 56,000 shares were issued at $1.56 per share, the fair market value of the shares on the dates the contracts were signed.

In February 2003, the Company issued 92,000 shares of common stock for convertible debentures and accrued interest totaling $36,783. See Note 6.

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

In July 2003, the Company issued 9,600,000 shares of common stock for the purchase of software and patents totaling $138,000. See Note 3.

On November 7, 2003, the Company's board of directors declared a 3 for 1 common stock dividend for all shareholders of record on November 14, 2003. This dividend was accounted for as a stock split for accounting purposes.

During the year ended December 31, 2004, the Company issued 12,000 shares of stock with a fair market value of $0.58 per share, or $6,900 for the acquisition of WorldWide-Exclusive Ltd. The Company also issued 28,000 shares of common stock with a fair market value of $16,100 ($0.58 per share) to two of the former shareholders of WorldWide-Exclusive Ltd. as part of two consulting agreements.

During the year ended December 31, 2005, the Company issued 600,000 shares of common stock for cash of $1.66 per share, or $993,750. The Company also issued 40,000 shares of common stock under the terms of a consulting agreement for $1.13 per share, or $45,000.

During the year ended December 31, 2006, the company issued 17,888,440 shares of common stock to Richard Wachter, our president at $0.09 per share. The consideration for the shares of common stock was as follows:     1)2,058,156 shares of common stock to convert the Ampang Drawdown Loan in the amount of $154,361.64.2)1,630,244 shares of common stock to convert the Rick Wachter Note Payable in the amount of $122,268.33.3)886,704 shares of common stock to repay Rick Wachter for advances made by Mr. Wachter in the amount of $65,002.83.4)13,333,336 shares of common stock to compensate Mr. Wachter for services valued at $1,000,000.30.

On April 27, 2007 the Companys Board of Directors declared a stock dividend of three additional shares of common stock for each share outstanding. This dividend was accounted for as a stock split for accounting purposes. Per-share amounts in the accompanying financial statements have been restated for the stock dividend The Company records all noncash stock transactions at the fair market value of the shares on the dates the shares are granted with the exception of the stock issued pursuant to the software acquisition disclosed in Note 3. The fair market value for all transactions excluding those with related parties is derived from the market activity of the stock on the date of the transactions. The market activity is exclusively unrelated third party activity.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company has received a total of $713,617 in cash funds from a related party in the form of an unsecured loan. This credit facility is a drawdown loan, with a maximum loan limit of $750,000. Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called. In January 2002, the balance of the note was converted into 11,505,504 shares of stock, which approximates the value of the note and accrued interest at December 31, 2001. The shares were issued at a price of $0.25 per share, the fair market value of the shares on the date the shares were granted. As of September 30, 2006 and 2005, the Company has received an additional $99,250 from this related party, and interest of $55,110 and $43,200 has been accrued and expensed, respectively. In December 2006 the balance of the note was converted into 2,057,756 shares of stock which approximates the value of the note and accrued interest. The shares were issued at a price of $0.08 per share.

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

The Companys president has from time to time paid various expenses on behalf of the Company that the Company plans to reimburse at such time as it is able. During the year ended December 31, 2005, the Company repaid $10,780 of the outstanding amount. These expenses totalled $65,002.83 in September 2006. In December 2006 this advance was converted into 866,704 common shares at a price of $0.09 per share and is considered paid in full.

During the year ended December 31, 2003, the Company's president loaned $78,950 to the Company in the form of an unsecured loan. Interest is payable at 12% per annum, based upon the principal outstanding, and is due when the loan is called. During the year ended December 31, 2004, the president loaned an additional $9,787 under the same terms. As of September 30, 2006 and 2005, interest of $33,530 and $22,881 has been accrued and expensed, respectively. The balance has been converted into 1,630,244 shares at a price of $0.08 during December 2006.

In addition, the Company rented office space in 2003 from its chief executive officer on a month-to-month basis for $1,000 CDN (approximately $750 U.S.) plus miscellaneous expenses. From January to September 2004, the rent was $500 CDN (approx $410 U.S.) The Company also owes this officer's legal firm approximately $6,700 in 2003 for consulting and legal fees which is included in "accounts payable - related party" in the accompanying financial statements.

During the fourth quarter ended December 31, 2007, the Company's president advanced $46,141.36 to the Company in order for the Company to meet its current financial obligations.

For other related party transactions, see Note 3.

NOTE 6 - CONVERTIBLE DEBT

On July 2, 2002, the Company sold in a private placement to accredited investors a three-month convertible pay-in-kind note with a scheduled maturity date of October 2, 2002, in the principal amount of $31,985 in cash. This debt, with an interest rate of 15% and a feature enabling conversion into shares of Company common stock at a conversion price equal to $0.40 per share, was offered pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, promulgated under the Securities Act. In February 2003, the Company converted this debt into 92,000 shares of common stock. See Note 4.

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.

NOTE 7 - 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.

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SOUTH SHORE RESOURCES INC.(A DEVELOPMENT STAGE ENTERPRISE)CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2007

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 December 31, 2007 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 at December 31, 2007.

The Company is currently considering its options.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

For the years ended December 31, 2007 and 2006, 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 December 31, 2007 and 2006 the Company has accrued $1,009,020 and $684,734 in salaries payable to the officers, respectively. This amount is included in accrued salaries in the financial statements.

WorldWide-Exclusive Ltd.On October 12, 2004, the Company purchased WorldWide-Exclusive Ltd., (hereinafter, WorldWide ), a privately held Canadian company. In consideration for all of the issued and outstanding common stock of WorldWide, the Company issued 3,000 shares of common stock with a fair market value of$6,900. The value of the stock was determined by the closing price on October 12, 2004.

The acquisition of WorldWide was accounted for using the purchase method of accounting. The purchase price was allocated to the tangible and intangible net assets acquired on the basis of managements evaluation of their respective fair values on the acquisition date as follows: The net purchase price of WorldWide was $6,900. The Company assumed liabilities totaling $588.

The purchase price of $6,900 was allocated as follows:Cash
     $
     564Accounts Payable
     
     (588
     )Goodwill
     
     6,924$
     6,900


Upon acquisition, WorldWide became a wholly owned subsidiary of South Shore Resources Inc. The results of WorldWides operations, commencing with the date of its acquisition, are included in the accompanying December 31, 2006 financial statements.

WorldWide was deemed totally impaired in 2007.



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PART IVITEM 13.
     EXHIBITS.Incorporated by referenceFiledExhibit No.
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     10-SB12g
     8/08/00
     3.13.2
     Bylaws.
     10-SB12g
     8/08/00
     3.23.3
     Amended Articles of Incorporation - May 26, 1999.
     10-SB12g
     8/08/00
     3.33.4
     Amended Articles of Incorporation - March 26,
     10-SB12g
     8/08/00
     3.41999.3.5
     Amended Articles of Incorporation - October 28,
     10-SB12g
     8/08/00
     3.51996.3.6
     Amended Articles of Incorporation - September 14,
     10-SB12g
     8/08/00
     3.61990.3.7
     Amended Articles of Incorporation - November 1,
     10-QSB
     11/14/06
     3.12006.4.1
     Specimen Stock Certificate.
     10-SB12g
     8/08/00
     4.110.1
     Demand Debenture.
     10-KSB
     4/12/01
     10.110.2
     Stock Purchase Agreement.
     10-KSB
     4/12/01
     10.210.3
     Release and Reconveyance.
     SB-2
     4/18/02
     10.310.4
     Demand Debenture.
     SB-2
     4/18/02
     10.410.5
     Consulting Agreement with Charles DeBono.
     10-KSB
     4/15/05
     10.210.6
     Consulting Agreement with Jeffery Roop.
     10-KSB
     4/15/05
     10.310.7
     Share Purchase Agreement.
     10-KSB
     4/15/05
     10.410.8
     Technology Option Agreement between us and
     10-QSB
     11/14/06
     10.1MemPore Corp.10.9
     Technology Agreement - Second extension.
     10-QSB
     11/13/07
     10.110.10
     Technology Agreement - Third extension.
     10-KSB
     4/14/08
     10.1014.1
     Code of Ethics.
     10-KSB
     4/08/04
     14.131.1
     Certification of Principal Financial Officer pursuant
     
     
     
     Xto Rule 13a-15 and Rule 15d-15(a), promulgatedunder the Securities and Exchange Act of 1934, asamended.31.2
     Certification of Principal Executive Officer pursuant
     
     
     
     Xto Rule 13a-15 and Rule 15d-15(a), promulgatedunder the Securities and Exchange Act of 1934, asamended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).32.2
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).99.1
     Subscription Agreement.
     SB-2
     4/18/02
     99.199.2
     Audit Committee Charter
     10-KSB
     4/08/04
     99.199.3
     Disclosure Committee Charter
     10-KSB
     4/08/04
     99.2






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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 15th day of April, 2008.

SOUTH SHORE RESOURCES INC.(Registrant)BY:RICHARD L. WACHTERRichard L. Wachter, President, PrincipalFinancial Officer, Principal Accounting Officerand a member of the Board of DirectorsBY:MICHAEL KABINMichael Kabin, Principal Executive Officer,Secretary and a member of the Board ofDirectors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

Signatures
     Title
     DateRICHARD L. WACHTER
     President, Principal Financial Officer, Principal
     April 15, 2008Richard L. Wachter
     Accounting Officer, and member of the Board ofDirectors.MICHAEL KABIN
     Principal Executive Officer, Secretary and
     April 15, 2008Michael Kabin
     a member of the Board of Directors


















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EXHIBIT INDEXIncorporated by referenceFiledExhibit No.
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     10-SB12g
     8/08/00
     3.13.2
     Bylaws.
     10-SB12g
     8/08/00
     3.23.3
     Amended Articles of Incorporation - May 26, 1999.
     10-SB12g
     8/08/00
     3.33.4
     Amended Articles of Incorporation - March 26,
     10-SB12g
     8/08/00
     3.41999.3.5
     Amended Articles of Incorporation - October 28,
     10-SB12g
     8/08/00
     3.51996.3.6
     Amended Articles of Incorporation - September 14,
     10-SB12g
     8/08/00
     3.61990.3.7
     Amended Articles of Incorporation - November 1,
     10-QSB
     11/14/06
     3.12006.4.1
     Specimen Stock Certificate.
     10-SB12g
     8/08/00
     4.110.1
     Demand Debenture.
     10-KSB
     4/12/01
     10.110.2
     Stock Purchase Agreement.
     10-KSB
     4/12/01
     10.210.3
     Release and Reconveyance.
     SB-2
     4/18/02
     10.310.4
     Demand Debenture.
     SB-2
     4/18/02
     10.410.5
     Consulting Agreement with Charles DeBono.
     10-KSB
     4/15/05
     10.210.6
     Consulting Agreement with Jeffery Roop.
     10-KSB
     4/15/05
     10.310.7
     Share Purchase Agreement.
     10-KSB
     4/15/05
     10.410.8
     Technology Option Agreement between us and
     10-QSB
     11/14/06
     10.1MemPore Corp.10.9
     Technology Agreement - Second extension.
     10-QSB
     11/13/07
     10.110.10
     Technology Agreement - Third extension.
     10-KSB
     4/14/08
     10.1014.1
     Code of Ethics.
     10-KSB
     4/08/04
     14.131.1
     Certification of Principal Financial Officer pursuant
     
     
     
     Xto Rule 13a-15 and Rule 15d-15(a), promulgatedunder the Securities and Exchange Act of 1934, asamended.31.2
     Certification of Principal Executive Officer pursuant
     
     
     
     Xto Rule 13a-15 and Rule 15d-15(a), promulgatedunder the Securities and Exchange Act of 1934, asamended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).32.2
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).99.1
     Subscription Agreement.
     SB-2
     4/18/02
     99.199.2
     Audit Committee Charter
     10-KSB
     4/08/04
     99.199.3
     Disclosure Committee Charter
     10-KSB
     4/08/04
     99.2








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