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

Form 10-Q

|ý                                | Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended November 30, 2008                    
|-------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|r                                | Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________ to ________________
|Commission file number 000-53520

Santos Resource Corp.

|Nevada 
(State of Incorporation) | 98-0507846
(I.R.S. Employer Identification No.)
|-------------------------------- | -----------------------------------------------

11450 - 201A Street
				Maple Ridge, British Columbia  V2X 0Y4
				Tel: (604) 460-8440(Address and telephone number of
				Registrant's principal
				executive offices and principal place of business)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ý
      No r

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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|Large accelerated filer r                                              | Accelerated filer r        
|---------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer r

(Do not check if a smaller reporting company) | Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ý
   No q

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Class: common stock - $0.001 par value
			
			Outstanding at January 14, 2009:
			32,076,500




1

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Santos Resource Corp.

Financial Statements

November 30, 2008

Unaudited - Prepared by Management

(Presented In US Dollars)















2

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Santos Resource Corp.



Nov. 30, 
			2008 
			(Unaudited)
			
			Feb. 29, 
			2008AssetsCurrent AssetsCash
			$
			43,190
			$
			132,303GST Receivable
			
			4,990
			
			320Total Assets
			$
			48,180
			$
			132,623Liabilities and
			Stockholders EquityCurrent LiabilitiesAccrued Payables
			$
			4,300
			$
			11,711Payable to Shareholders Note 3(b)
			
			8,085
			
			9,852Total Current
			Liabilities
			
			12,385
			
			21,563Stockholders'
			EquityCommon Stock (Note 5) 75,000,000 shares
			authorized, 
			$0.001 par value
			2008 - 32,076,500 shares issued
			
			32,077
			
			32,077Additional paid in capital
			
			149,871
			
			149,871Deficit accumulated during the
			exploration stage
			
			(146,153)
			
			(70,888)Total
			Stockholders' Equity
			
			35,795
			
			111,060Total
			Liabilities and Stockholders' Equity
			$
			48,180
			$
			132,623  On Behalf of the Board: /s/ Richard Pierce  Director /s/ Andrew Lee Smith  Director   The accompanying notes are an integral part of
	these financial statements 3  Santos Resource
	Corp.(an Exploration stage company)
	Statements of Operations
	(Expressed in US Dollars)
	(Unaudited)  Statement of
			Operations
			
			Three
			months
			Ended
			
			Three
			months
			Ended
			
			Nine
			months
			Ended
			
			Nine
			Months
			Ended
			
			Cumulative
			to(Expressed in US
			Dollars)
			
			November
			30,
			
			November
			30,
			
			November
			30,
			
			November
			30,
			
			November
			30,2008
			
			2007
			
			2008
			
			2007
			
			2008ExpensesGeneral and
			admin
			$
			(1,260)
			$
			19
			$
			(1,183)
			$
			314
			$
			(557)Mineral
			Property Costs
			
			24,094
			
			3,483
			
			27,594
			
			11,145
			
			59,174Professional
			Fees
			
			23,206
			
			-
			
			48,854
			
			4,768
			
			87,536Total Expenses
			
			46,040
			
			3,502
			
			75,265
			
			16,227
			
			146,153Net loss and
			comprehensive 
			loss
			$
			(46,040)
			$
			(3,502)
			$
			(75,265)
			$
			(16,227)
			$
			(146,153)Net loss per shareBasic and
			diluted
			$
			(0)
			$
			(0)
			$
			(0)
			$
			(0)Weighted average
			number ofshares outstanding - basic
			
			and
			diluted
			
			32,076,500
			
			31,115,000
			
			32,076,500
			
			31,115,000           The accompanying notes are an integral part of
	these financial statements


4

Santos Resource
	Corp.(an Exploration stage company)
	Statement of Stockholders' Equity
	At November 30, 2008
	(Expressed in US Dollars)
	(Unaudited) Common
			Stock
			Additional
			Paid-in
			Deficit
			Accumulated
			During the
			Exploration
			Total
			Shareholders'Number
			Par Value
			Capital
			Stage
			EquityBalance, May 24,
			2006
			(date of inception)
			
			-
			$         -
			$         -
			$         -
			$         -Net loss for the
			period ending
			  February 28, 2007
			
			-
			-
			-
			-
			-Balance,
			February 28, 2007
			
			-
			-
			-
			-
			-Capital Stock
			issued for subscriptions 
			receivable at $0.0005 per share and 
			services at
			$0.0005 per share
			19-Jun-07
			31,040,000
			31,040
			(15,520)
			-
			15,520Mineral Property
			Option 
			  - Starfire Minerals
			25-Jun07
			75,000
			75
			11,175
			-
			11,250Private Placement
			at $0.15 per share
			1-Feb-08
			961,500
			962
			143,264
			-
			144,226Private Placement
			Fees
			1-Feb-08
			-
			-
			(4,568)
			-
			(4,568)Net loss for the
			year ending
			  February 29, 2008
			
			-
			-
			15,520
			(70,888)
			(55,368)Balance,
			February 29, 2008
			
			32,076,500
			32,077
			149,871
			(70,888)
			111,060Net loss for the
			period ending
			  November 30, 2008
			
			
			-
			-
			(75,265)
			(75,265)Balance,
			November 30, 2008
			
			32,076,500
			$   32,077
			$   149,871
			$  (146,153)
			$  35,795  The accompanying notes are an integral part of
	these financial statements


5

Santos Resource
	Corp.(an Exploration stage company)
	Statements of Cash Flows
	(Expressed in US Dollars)
	(Unaudited) Three
			Months
			Ended
			November
			30,2008
			
			Three
			Months
			Ended
			November
			30,2007
			
			Nine
			Months
			Ended
			November
			30,2008
			
			Nine
			Month
			Ended
			November
			30,2007
			
			Cumulative
			to
			November
			30,2008Cash flows used
			in Operating ActivitiesNet loss for the
			period
			$
			(46,040)
			$
			(3,502)
			$
			(75,265)
			$
			(16,227)
			$
			(146,153)Adjustments to
			net loss for non-cash activitiesShares issued
			for property acquisition
			
			-
			
			-
			
			-
			
			-
			
			11,250Subscriptions
			receivable
			
			-
			
			-
			
			-
			
			15,520
			
			15,520Decrease
			(Increase) in GST Receivable
			
			(205)
			
			-
			
			(4,670)
			
			(320)
			
			(4,989)Increase
			(Decrease) in accrued payable
			
			(5,750)
			
			-
			
			(7,411)
			
			4,888
			
			4,300Net cash used in
			operating activities
			
			(51,995)
			
			(3,502)
			
			(87,346)
			
			3,861
			
			(120,072)Cash flows from
			financing activitiesCapital Stock
			issued
			
			-
			
			-
			
			-
			
			-
			
			159,745Private
			Placement Fees
			
			-
			
			-
			
			-
			
			-
			
			(4,568)Advances from
			shareholders
			
			(1,767)
			
			-
			
			(1,767)
			
			-
			
			8,085Net cash flows
			from financing activities
			
			(1,767)
			
			-
			
			(1,767)
			
			-
			
			163,262Cash increase
			(decrease) during the period
			
			(53,762)
			
			(3,502)
			
			(89,113)
			
			3,861
			
			43,190Cash beginning of
			the period
			
			96,952
			
			7,363
			
			132,303
			
			0
			
			0Cash end of the
			period
			$
			43,190
			$
			3,861
			$
			43,190
			$
			3,861
			$
			43,190Interest Paid in
			the period
			
			-
			
			-
			
			-
			
			-
			
			-Income Taxes Paid
			in the period
			$
			-
			$
			-
			$
			-
			$
			-
			$
			-    The accompanying notes are an integral part of
	these financial statements 6  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 1)         Nature of Operations and
	Continuance of Business Santos Resource Corp. (the "Company") was
	incorporated in the state of Nevada on May 24, 2006.  The Company is an
	Exploration Stage Company.  The Company's principal business is the
	acquisition and exploration of mineral properties.  The Company has not
	presently determined whether its properties contain mineral reserves that
	are economically recoverable. The accompanying financial statements have been
	prepared on a going concern basis, which implies the Company will continue
	to realize its assets and discharge its liabilities in the normal course of
	business. The Company has never generated revenues since inception and has
	never paid any dividends and is unlikely to pay dividends or generate
	earnings in the immediate or foreseeable future. The continuation of the
	Company as a going concern is dependent upon the continued financial support
	from its shareholders, the ability of the Company to obtain necessary equity
	financing to continue operations, confirmation of the Company's interests in
	the underlying properties, and the attainment of profitable operations. As
	at November 30, 2008, the Company has never generated any revenues and has
	an accumulated loss of $146,153, since inception. These factors raise
	substantial doubt regarding the Company's ability to continue as a going
	concern. These financial statements do not include any adjustments to the
	recoverability and classification of recorded asset amounts and
	classification of liabilities that might be necessary should the Company be
	unable to continue as a going concern. 2.         Summary of Significant Accounting
	Policies a)         Basis of Presentation These interim financial statements have been
	prepared in accordance with U.S. generally accepted accounting principles
	for interim financial information and with the instructions to Form 10-Q and
	Item 310(b) of Regulation S-B.  In the opinion of management, all
	adjustments (consisting of normal recurring accruals) considered necessary
	for a fair presentation have been included.  Operating results for the
	periods ended November 30, 2008 and 2007 are not necessarily indicative of
	the results that may be expected for any interim period or the entire year.
	These interim financial statements should be read in conjunction with the
	audited financial statements for the year ended February 29, 2008. b)         Use of Estimates The preparation of financial statements in
	conformity with U.S. generally accepted accounting principles requires
	management to make estimates and assumptions that affect the reported
	amounts of assets and liabilities and disclosure of contingent assets and
	liabilities at the date of the financial statements and the reported amounts
	of revenues and expenses during the reporting period. Actual results could
	differ from those estimates. 7  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 2.         Summary of Significant Accounting
	Policies (continued) c)         Basic and Diluted Net Income
	(Loss) Per Share The Company computes net income (loss) per share
	in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128
	requires presentation of both basic and diluted earnings per share (EPS) on
	the face of the income statement. Basic EPS is computed by dividing net
	income (loss) available to common shareholders (numerator) by the weighted
	average number of shares outstanding (denominator) during the period.
	Diluted EPS gives effect to all dilutive potential common shares outstanding
	during the period using the treasury stock method and convertible preferred
	stock using the if-converted method. In computing diluted EPS, the average
	stock price for the period would be used in determining the number of shares
	assumed to be purchased from the exercise of stock options or warrants.
	Diluted EPS excludes all dilutive potential shares if their effect is anti
	dilutive. There were no dilutive instruments outstanding at November 30,
	2008. d)         Comprehensive Loss SFAS No. 130, "Reporting Comprehensive Income,"
	establishes standards for the reporting and display of comprehensive loss
	and its components in the financial statements. As at November 30, 2008, the
	Company has no items that represent a comprehensive loss and, therefore, has
	not included a schedule of comprehensive loss in the financial statements. e)        Cash and Cash Equivalents The Company considers all highly liquid
	instruments with maturity of three months or less at the time of issuance to
	be cash equivalents. f)         Mineral Property Costs The Company has been in the exploration stage
	since its inception on May 24, 2006 and has not yet realized any revenues
	from its planned operations. It is primarily engaged in the acquisition and
	exploration of mining properties. Mineral property exploration costs are
	expensed as incurred. Mineral property acquisition costs are initially
	capitalized when incurred using the guidance in EITF 04-02, "Whether
	Mineral Rights Are Tangible or Intangible Assets". The Company assesses
	the carrying costs for impairment under SFAS No. 144, "Accounting for
	Impairment or Disposal of Long Lived Assets" at each fiscal quarter end.
	When it has been determined that a mineral property can be economically
	developed as a result of establishing proven and probable reserves, the
	costs then incurred to develop such property, are capitalized. Such costs
	will be amortized using the units-of-production method over the estimated
	life of the probable reserve. If mineral properties are subsequently
	abandoned or impaired, any capitalized costs will be charged to operations. g)        Long-lived Assets In accordance with SFAS No. 144, "Accounting
	for the Impairment or Disposal of Long-Lived Assets", the carrying value
	of long-lived assets is reviewed on a regular basis for the existence of
	facts or circumstances that may suggest impairment. The Company recognizes
	impairment when the sum of the expected undiscounted future cash flows is
	less than the carrying amount of the asset. Impairment losses, if any, are
	measured as the excess of the carrying amount of the asset over its
	estimated fair value. 8  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 2.         Summary of Significant Accounting
	Policies (continued) h)         Financial Instruments The fair values of financial instruments, which
	include cash and accrued liabilities and shareholder loans, were estimated
	to approximate their carrying values due to the immediate or short-term
	maturity of these financial instruments. The Company's mineral property is
	in Quebec and its administrative operation is in Canada, which results in
	exposure to market risks from changes in foreign currency rates. The
	financial risk is the risk to the Company's operations that arise from
	fluctuations in foreign exchange rates and the degree of volatility of these
	rates. i)          Income Taxes Potential benefits of income tax losses are not
	recognized in the accounts until realization is more likely than not. The
	Company has adopted SFAS No. 109 "Accounting for Income Taxes" and
	Interpretation No. 48 "Accounting for Uncertainty in Income Taxes - an
	Interpretation of FASB Statement No,. 109" ("FIN No. 48") as of its
	inception. Pursuant to this guidance the Company is required to compute tax
	asset benefits for net operating losses carried forward. The potential
	benefits of net operating losses have not been recognized in these financial
	statements because the Company cannot be assured it is more likely than not
	it will utilize the net operating losses carried forward in future years. 
	FIN 48 prescribes a recognition and measurement model for uncertain tax
	positions taken or expected to be taken in the Company's tax returns. FIN 48
	provides guidance on recognition, classification, presentation, and
	disclosure of unrecognized tax benefits. j)          Foreign Currency Translation The Company's functional and reporting currency
	is the United States dollar. Monetary assets and liabilities denominated in
	foreign currencies are translated in accordance with SFAS No. 52 "Foreign
	Currency Translation", using the exchange rate prevailing at the balance
	sheet date. Non-monetary assets are translated at historical exchange rates,
	and revenue and expense items at the average rate of exchange prevailing
	during the period. Gains and losses arising on settlement of foreign
	currency denominated transactions or balances are included in the
	determination of income. Foreign currency transactions are primarily
	undertaken in Canadian dollars. The Company has not, to the date of these
	financial statements, entered into derivative instruments to offset the
	impact of foreign currency fluctuations. k)         Recent Accounting Pronouncements The Financial Accounting Standards Board has
	issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments -
	an amendment of FASB Statements No. 133 and 140" and No. 156 "Accounting for
	Servicing of Financial Assets - an amendment of FASB Statement No. 140", but
	they are not expected to have a material effect in the Company's results of
	operations or financial position. 9  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 2.         Summary of Significant Accounting
	Policies (continued) l)          Newly Adopted Accounting
	Standards In February, 2007, the FASB 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 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 has adopted the Fair Value option of measuring financial assets
	and liabilities. In September 2006, the FASB issued SFAS No. 157,
	"Fair Value Measurements" ("SFAS No. 157").  SFAS 157 establishes framework
	for measuring fair value and expands disclosures about fair value
	measurements.  The changes to current practice resulting from the
	application of this statement relate to the definition of fair value, the
	methods used to measure fair value, and the expanded disclosures about fair
	value measurements.  The statement is effective for fiscal years beginning
	after November 15, 2007 and periods within those fiscal years.  The Company
	adopted SFAS 157 effective February 1, 2008. The adoption of these new pronouncements does
	not have a material impact on the Company's financial position or results of
	operations. 3.         Related Party Transactions a)         On June 25, 2007, the Company
	issued 75,000 shares of common stock at $0.15 per share to Starfire Minerals
	as part of its contract to Option to Purchase Property in Quebec.  Richard
	Pierce, President of Santos Resource Corp. is a director on the board of
	each company. b)         A shareholder loaned the company
	US$8,085 (CAD$10,000) in April 2007. The loan is non interest bearing and
	unsecured and is payable upon request from the shareholder. 4.         Mineral Properties On June 25, 2007 the Company signed an option
	agreement to acquire a 75%  interest in 18 mineral property claims in
	Northern Quebec known as the Lordeau Property, with Starfire Minerals Inc.
	("Starfire"). Santos was granted an option to acquire 75% of the right,
	title and undivided interest in the property (subject to the NSR Royalty
	reserved to Starfire). Terms and conditions are as follows: a)         $10,000 cash payment by Santos: (i)       $10,000 on execution of this agreement
	(paid); b)        
	75,000 common shares of Santos to be allotted and issued and certificates
	therefore delivered to Starfire as follows: (i)       75,000 common shares (issued June 25,
	2007) 10  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 4.         Mineral Properties (continued) c)         Exploration expenditures paid (i)       $24,092 on September 19, 2008; d)         Exploration expenditures to be
	incurred: (i)       $25,000 on or before July 25, 2009 In the event that the Company fails to incur the
	full amount of Expenditures in a given period, the Company may, within 45
	days of the end of such period pay Starfire an amount equal to the
	outstanding balance to be incurred by way of 50% cash and 50% shares (valued
	at the weighted average trading price for during the 10 trading days
	preceding the period end date). In addition, any shares delivered, cash payments
	made, or Expenditures incurred toward the option price that is over and
	above that required to be made during a particular time shall be carried
	forward and applied against the required payment in subsequent periods. Santos will pay Starfire a 3% net smelter return
	royalty ("NSR Royalty").  Santos may purchase in the aggregate up to
	two-thirds (i.e., 2% NSR Royalty) of the NSR Royalty on the basis of one
	hundred thousand dollars for each one-tenth percent of the NSR Royalty
	(i.e., $100,000 per 0.1% NSR Royalty) acquired on the first one-half of the
	NSR Royalty (i.e., the first 1% NSR Royalty), and one hundred fifty
	($150,000) dollars for each one-tenth percent of the NSR Royalty (i.e.,
	$150,000 per 0.1% NSR Royalty) thereafter for the remaining NSR Royalty
	(i.e., the remaining 1% NSR Royalty).  To exercise its option to purchase
	the NSR Royalty or any portion thereof, Santos must provide the Owner with
	at least 30 days advance written notice of its intention to do so, and must
	close upon each purchase within 60 days of each notice. 5.         Common Stock On June 19, 2007, the Company issued 31,040,000
	shares of common stock at $0.0005 per share for cash proceeds of $15,520 and
	contributed services of $15,520, to Directors, officers and a relative of a
	Director. On June 25, 2007 the Company issued 75,000
	shares of common stock to Starfire Minerals at $0.15 per share for proceeds
	of $11,250, as part of its contract to Option to purchase Property in
	Quebec. On February 1, 2008, the Company issued 961,500
	shares of common stock at $0.15 per share for proceeds of $144,225, all
	collected in fiscal 2008.  11  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 6.          Commitments On July 16, 2007, we entered into a services
	retainer agreement with Fraser and Company LLP, to provide legal services to
	Santos.  Pursuant to the agreement, Fraser and Company LLP will provide
	legal services in connection with the organization and set up of Santos and
	the preparation and filing of a registration statement with the SEC for a
	fee of approximately $50,000 (CAD$50,000).  An initial payment of $30,000
	(CAD$30,000) has been paid for filing of the initial registration statement,
	and the balance of $20,000 (CAD$20,000) was paid upon the registration
	statement being declared effective by the SEC on December 8, 2008. 7.          Financial Instruments The Company's financial instruments consist of
	cash, shareholder loans and accrued liabilities unless otherwise noted, it
	is management's opinion that the Company is not exposed to significant
	interest, currency, or credit risks arising from these financial
	instruments. The fair values of these financial instruments approximate
	their carrying value, unless otherwise noted. Currency risk is the risk to the Company's
	earnings that arises from fluctuations of foreign exchange rates and the
	degree of volatility of these rates. The Company does not use derivative
	instruments to reduce its exposure to foreign currency risk. At November 30, 2008 the Company had the
	following financial assets and liabilities in Canadian dollars: USD equivalent
			
			CDN DollarsCash on deposit
			Due to Shareholder
			$
			$
			43,188
			8,085
			$
			$
			53,419
			10,000Accounts payable and accrued
			liabilities
			$
			4,300
			$
			5,319 At November 30, 2008 US dollar amounts were converted at a rate of $0.80848
	Canadian dollars to $1.00 US dollar.  12  Santos Resource Corp.(an exploration stage company)
	Notes to the Financial Statements
	For the period ending November 30, 2008
	(Expressed in U.S. dollars) 8.        Income Taxes Potential benefits of income tax losses are not
	recognized in the accounts until realization is more likely than not. The
	Company has a net operating loss of $70,888, which expires in 2028. Pursuant
	to SFAS No. 109, the Company is required to compute tax asset benefits for
	net operating losses carried forward. The potential benefits of net
	operating losses have not been recognized in these financial statements
	because the Company cannot be assured it is more likely than not it will
	utilize the net operating losses carried forward in future years. The components of the net deferred tax asset at
	February and the statutory tax rate, the effective tax rate and the elected
	amount of the valuation allowance are scheduled below: Nine months
			ended
			November 30,
			2008
			$
			
			February 28,
			2007
			$Net Loss
			75,265
			
			70,888Statutory Tax Rate
			35%
			
			35%Deferred Tax Asset
			26,343
			
			24,811Valuation Allowance
			(26,343)
			
			(24,811)Net Deferred Tax Asset
			-
			
			-


13

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Item 2.  Management's Discussion and Analysis of Financial Condition and
	Results of Operations

THE FOLLOWING PRESENTATION OF MANAGEMENT'S
DISCUSSION AND ANALYSIS OF SANTOS RESOURCE CORP. SHOULD BE READ IN CONJUNCTION
WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Overview

Santos Resource Corp. (the "Company" or "Santos")
was incorporated under the laws of the state of Nevada on May 24, 2006.  We have
not commenced business operations and we are considered an exploration stage
company.  We are defined as a "shell company" under the Rule 405 of the
Securities Act and Rule 12b-2 of the Exchange Act because we have nominal
operations and nominal assets.  To date, our activities have been limited to
organizational matters, obtaining a geological report on the Lourdeau Claims and
the preparation and filing of a registration statement on Form S-1.

Lourdeau Claims

Under the Property Option Agreement entered into in
June 2007, and amended in May 2008, we acquired an option to acquire a 75%
interest in and to 18 mineral claims called the Lourdeau Claims from Starfire
Minerals Inc., the registered owner of the Lourdeau Claims.  The Lourdeau Claims
consist of 18 mineral claims covering approximately 900.75 hectares (9.01 km2),
located in the La Grande geological area of Quebec in the James Bay Territory
about 620 miles (1,000 km) north of Montreal, Quebec.

Under the Property Option Agreement, Starfire
Minerals Inc. has a 3% Net Smelter Return ("NSR") royalty interest in the
Lourdeau Claims, if and when Santos exercises its option to acquire a 75%
interest in the Lourdeau Claims by making the required cash and share payments. 
NSR means the actual proceeds received from the sale of ore, metals or
concentrated products from the Lourdeau Property derived from commercial
production as recorded by the producer and net of any smelting and refining
charges, penalties, costs of transportation of ores, metals or concentrates from
the Lourdeau Property to any mint, smelter or other purchaser, cost of insurance
of the products, and any export and import taxes levied with respect to
production from the Lourdeau Property.

Santos also has the right to purchase up to
two-thirds of the NSR royalty (i.e. 2% of the NSR royalty) on the basis of
$100,000 for each 0.1% of the NSR royalty (i.e. $100,000 per 0.1% NSR royalty)
acquired on the first one-half of the NSR royalty, and $150,000 for each 0.1% of
the NSR royalty (i.e. $150,000 per 0.1% NSR royalty) thereafter for the
remaining NSR royalty (i.e. the remaining 1% NSR royalty).  To exercise its
option to purchase the NSR royalty or any portion thereof, Santos must provide
Starfire with at least 30 days advance written notice of its intention to do so,
and must close upon each purchase within 60 days of each notice.

Under the Property Option Agreement, Santos is
required to make all filings related to the Lourdeau Property and to maintain
the Lourdeau Claims in good standing by preparing and filing the assessment
reports, paying taxes and keeping the Lourdeau Property free and clear of all
liens and encumbrances.  The Lourdeau Claims are in good standing until
July 18, 2009 and have been assigned tenure
numbers 87500, 87501, 87502, 87503, 87504, 87505, 87506, 87507, 87508, 87509,
87510, 87511, 87512, 87513, 87514, 87515, 87516 and 87517 by the Province of
Quebec.

In order to exercise the Option and to earn its 75%
interest in the Property, Santos has to pay Starfire $10,582 (CAD$10,000) in
cash payment and issue 75,000 shares to Starfire, and incur an aggregate of
CAD$50,000) in expenditures before July 25, 2009, within the following time
schedule:

(a)        pay $10,582 (CAD$10,000) upon signing of
the Property Option Agreement (paid);

(b)        issue and deliver 75,000 shares within 10
business days of the date of approval of the Property Option Agreement by the
board of directors of Santos (issued);

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(c)        incur $24,094 (CAD$25,000) of
	expenditures on the Lourdeau Property on or before September 30, 2008
	(Santos paid Starfire cash of $24,094 instead of incurring expenditures on
	the property); and

(d)        incur additional expenditures of
approximately $20,212 (CAD$25,000) on the Lourdeau Property on or before July
25, 2009.

Any shares delivered, cash payments made, or
expenditures incurred toward the option price that is over and above that
required to be made during a particular time shall be carried forward and
applied against the required payment in subsequent periods.

If Santos does not incur the full amount of
expenditures within the set time period, Santos may, within 45 days after the
end of the period, pay Starfire the outstanding balance to be incurred for that
specific year by way of either 100% cash or 50% cash and 50% shares (valued at
the weighted average trading price during the 10 trading days preceding the
period ended).  After these payments, the option from Starfire remains in good
standing and Santos will be deemed to have acquired 75% of the Lourdeau Claims
from Starfire.

Plan of Operation

Our business plan is to proceed with the exploration
of the Lourdeau Claims to determine whether there are commercially exploitable
reserves of base and precious metals.  We presently have funds to meet our
general operating expenses and to meet our obligations under the Property Option
Agreement.  We do not have the funds to conduct the recommended exploration
program.  Due to extreme weather conditions, exploration activities can only be
conducted between June and August of each year.  We are still attempting to
raise additional money, and have not started the exploration program.  If we are
able to raise additional money, we can only conduct the exploration program
recommended by Mr. Michel Boily in the summer of 2009.  We anticipate the
recommended program will cost approximately $84,223 (CAD$107,570).

Mr. Michel Boily, Ph.D., P. Geo. was hired by Santos
to provide a Technical Report in July 2007 on the Lourdeau Claims. 
Mr. Boily does not have any interest in the Lourdeau
Property or the Company.  The report is based on published and private reports,
maps and data provided by the Company and in the public domain.

Mr. Boily recommends a systemic surface sampling
program of the Lourdeau Vein site and its vicinity, and the northern edge of the
Lourdeau Hill, incorporating grab and channel sampling, in order to get a solid
geochemical assay database.  Mr. Boily recommends obtaining a helicopter-borne
geophysical survey to cover the rest of the Lourdeau Property.  Mr. Boily
recommends the geophysical magnetic and radiometric surveys to be done on a 100
m spaced grid.

Depending on the results of this program, the next
phase could involve a drilling campaign which would define the targets acquired
during the geophysical surveys and sampling campaign.  The focus of the drilling
will be the uranium-mineralized sandstones at the Lourdeau Hill, with the gold,
copper and silver-mineralized metavolcanic constituting secondary targets.

In the event that we require additional funding, we
anticipate that such funding will be in the form of equity financing from the
sale of our common stock.  However, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund additional phases of the exploration program should we
decide to proceed. We believe that debt financing will not be an alternative for
funding any further phases in our exploration program. The risky nature of this
enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated. We do not
have any arrangements in place for any future equity financing.

Risk Factors

An investment in Santos's common stock involves a
number of very significant risks.  Prospective investors should refer to all the
risk factors disclosed in Santos's Form S-1 filed on November 26, 2008.

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Financial Condition

As at November 30, 2008, Santos had a cash balance
of $43,190.  Management does not anticipate generating any revenue for the
foreseeable future.  When additional funds become required, the additional
funding will come from equity financing from the sale of Santos' common stock. 
If Santos is successful in completing an equity financing, existing shareholders
will experience dilution of their interest in Santos.  Santos does not have any
financing arranged and Santos cannot provide investors with any assurance that
Santos will be able to raise sufficient funding from the sale of its common
stock.  In the absence of such financing, Santos' business will fail.

Based on the nature of Santos' business, management
anticipates incurring operating losses in the foreseeable future.  Management
bases this expectation, in part, on the fact that very few mineral claims in the
exploration stage ultimately develop into producing, profitable mines.  Santos'
future financial results are also uncertain due to a number of factors, some of
which are outside its control.  These factors include, but are not limited to:

- Santos' ability to raise additional funding;
- the
	market price for minerals; and
- the
	results of Santos' proposed exploration programs on its exploration mineral
	properties.

Due to Santos' lack of operating history and present
inability to generate revenues, Santos' auditors have stated their opinion that
there currently exists a substantial doubt about Santos' ability to continue as
a going concern.  This means that there is substantial doubt whether Santos can
continue as an on going business for the next 12 months unless we obtain
additional capital to pay our bills.  We presently do not have the funds to
conduct the recommended exploration program.  Further, even if Santos completes
its current exploration program, we will require additional funds in order to
place the Lourdeau Claims into commercial production.

Liquidity

Santos' internal sources of liquidity will be loans
that may be available to Santos from management.  Although Santos has no written
arrangements with any of directors and officers, Santos expects that the
directors and officers will provide Santos with internal sources of liquidity,
if it is required.

Also, Santos' external sources of liquidity will be
private placements for equity conducted outside the United States.  Since
inception on May 24, 2006 to November 30, 2008, Santos did not complete any
definitive arrangements for any external sources of liquidity, except for a
private placement in February 2008 where the Company issued 961,500 shares of
common stock at $0.15 per share for proceeds of $144,226.

## Capital Resources

As of November 30, 2008,
Santos had total assets of $48,180 and total liabilities of $12,385 for a net
working capital of $35,795, compared with a net working capital of $111,060 as
of February 29, 2008.

There are no assurances that Santos will be able to
achieve further sales of its common stock or any other form of additional
financing.  If Santos is unable to achieve the financing necessary to continue
its plan of operations, then Santos will not be able to continue its exploration
programs and its business will fail.

Management estimates that Santos' current cash will
be sufficient to meet our general operating expenses through November 2009 and
to meet our obligations under the Property Option Agreement.  We do not have the
funds to conduct the recommended exploration program which is estimated to cost
approximately $87,827 (CAD$107,570).  We need to raise additional money to
conduct our exploration program.  If we are able to raise additional money, we
plan to conduct our exploration program in the summer of 2009.

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Results of Operations

We did not earn any revenues for the nine months
ended November 30, 2008 and from inception on May 24, 2006 to February 29,
2008.  We do not anticipate earning revenues until such time as we have entered
into commercial production of our mineral properties. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.

We incurred operating expenses in the amount of
$46,040 for the three months ended November 30, 2008, and operating expenses in
the amount of $75,265 during this fiscal year for the nine months ended November
30, 2008.  These operating expenses comprised mainly of mineral property costs
of $24,094 and accounting and legal expenses of $23,206 for the three months
ended November 30, 2008, and mineral property costs of $27,594 and accounting
and legal expenses of $48,854 during this fiscal year for the nine months ended
November 30, 2008.

We incurred a loss in the amount of $46,040 for the
three months ended November 30, 2008, and a loss in the amount of $75,265 during
this fiscal year for the nine months ended November 30, 2008.  Our loss was
attributable to general and administrative expenses and professional fees.

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly report contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about our expectations, beliefs, intentions
or strategies for the future, which we indicate by words or phrases such as
"anticipate," "expect," "intend," "plan," "will," "we believe," "our company
believes," "management believes" and similar language. These forward-looking
statements are based on our current expectations and are subject to certain
risks, uncertainties and assumptions, including those set forth in the following
discussion, including under the heading "Risk Factors". Our actual results may
differ materially from results anticipated in these forward-looking statements.
We base our forward-looking statements on information currently available to us,
and we assume no obligation to update them. In addition, our historical
financial performance is not necessarily indicative of the results that may be
expected in the future and we believe that such comparisons cannot be relied
upon as indicators of future performance. Other important factors that could
cause actual results to differ materially include the following: business
conditions, the price of precious metals, ability to attract and retain
personnel; the price of the Company's stock; and the risk factors set forth from
time to time in the Company's SEC reports, including but not limited to its
annual report on Form 10-K; its quarterly reports on Form 10-Q; and any current
reports on Form 8-K.  In addition, the Company disclaims any obligation to
update or correct any forward-looking statements in all the Company's annual
reports and SEC filings to reflect events or circumstances after the date
hereof.

Item 3.  Quantitative and Qualitative
Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures

Under the supervision and with the participation of
the Company's management, including the Company's principal executive officer
and principal financial officer, the Company has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e) and Rule 15d-15(e) as of the end of the period
covered by this quarterly report.  Based on that evaluation, the principal
executive officer and principal financial officer have identified that the lack
of segregation of accounting duties as a result of limited personnel resources
is a material weakness of its financial procedures.  Other than for this
exception, the principal executive officer and principal financial officer
believe the disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in

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the Securities and Exchange Commission's rules
	and forms and that our disclosure and controls are designed to ensure that
	information required to be disclosed by us in the reports that we file or
	submit under the Exchange Act is accumulated and communicated to our
	management, including our principal executive officer and principal
	financial officer, or persons performing similar functions, as appropriate
	to allow timely decisions regarding required disclosure. There were no
	significant changes in the Company's internal controls or in other factors
	that could significantly affect internal controls subsequent to the date of
	their evaluation and there were no corrective actions with regard to
	significant deficiencies and material weaknesses.





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PART II  -  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not
applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits



|            |                                                                                                                                             |                | Incorporated by reference
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------
|Exhibit No. | Description of Exhibit                                                                                                                      | Filed herewith | Form                     
|3.1         | Articles of Incorporation                                                                                                                   |                | S-1                      
|3.1         | Bylaws                                                                                                                                      |                | S-1                      
|4.1         | Specimen Stock Certificate                                                                                                                  |                | S-1                      
|31.1        | Certifications of Principal
		Executive Officer and Principal Financial Officer Pursuant to Section
		302 of the Sarbanes-Oxley Act of 2002 | X              |                          
|32.1        | Certifications of Principal
		Executive Officer and Principal Financial Officer Pursuant to Section
		906 of the Sarbanes-Oxley Act of 2002 | X              |                          

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SIGNATURES

In accordance with the requirements 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.

|                        | SANTOS
		RESOURCE CORP.                                                          
|----------------------- | ---------------------------------------------------------------------------------
|Date:  January 14, 2009 | By:/s/ Richard
		PierceRichard Pierce
		        Director, President and Treasurer