UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
SANTOS RESOURCE CORP.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
803022102
(CUSIP Number)
Randall W. Heinrich
8 Greenway Plaza, Suite 818
Houston, Texas 77046
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 13, 2012
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 13d-1(e), Sections 13d-1(f), or Sections 13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 803022102
________________________________________________________________________________
1) Names of Reporting Person
Keith J. McKenzie
S.S. or I.R.S. Identification No. of Above Person
(entities only)
_______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds:
PF
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
N/A
________________________________________________________________________________
6) Citizenship or place of Organization:
Canada
________________________________________________________________________________
(7) Sole Voting Power
Number of 20,005,460
Shares
Bene-
ficially _____________________________________________________________________
owned by (8) Shared Voting Power
Each -0-
Report-
ing Person______________________________________________________________________
With (9) Sole Dispositive Power
20,005,460
______________________________________________________________________
(10) Shared Dispositive Power
-0-
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,005,460
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes certain shares:
[X]
________________________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
36.1%
________________________________________________________________________________
14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, $.001 par value per share (the "Common Stock"), issued by Santos
Resource Corp., a Nevada corporation (the "Company"), which has its principal
executive offices at One Riverway Drive, Suite 1700, Houston, Texas 77056.
ITEM 2. Identity and Background
This Statement is being filed by Keith J. McKenzie (the "Reporting
Person"), whose principal business address is One Riverway Drive, Suite 1700,
Houston, Texas 77056. The Reporting Person is principally engaged as the CEO of
Star Oil Company a private start-up oil and gas exploration and production
company he founded in September 2009 to acquire oil and gas resources in the
United States. The Reporting Person is a Canadian citizen. During the last
five years, the Reporting Person has not been convicted in a criminal
proceeding. During the last five years, the Reporting Person has not has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired the shares of Common Stock giving rise to the
filing of this statement directly from the Company in a private transaction with
five stockholders of the Company for the payment of an aggregate purchase price
of $2,532 with the use of the Reporting Person's own funds. As of the date of
this filing, the Reporting Person acquired 18,240,000 shares, of which 5,304,540
were immediately transferred to two persons at cost upon the immediate exercise
of outstanding options. The Reporting Person has the right to acquire within 60
days after the date of this filing an additional 7,070,000 shares, bringing the
number of shares that the Reporting Person to a total of 20,005,460.
ITEM 4. Purpose of Transaction
The Reporting Person acquired the shares of Common Stock that are the
subject of this Schedule 13D in connection with a series of transactions
involving the Company. The transactions include the following:
* The Company adopted a significant change in its corporate direction
by deciding to focus its efforts on the acquisition of the
Prospect, and the exploration, development and production of oil
and gas on the Prospect
* The Company expanded its Board of Directors from one member to two
members and elected the Reporting Person to fill the newly created
vacancy. The Company is expected, promptly after it has fully
complied with Rule 14f-1 under the Securities Exchange Act of
1934, to increase the number of directors constituting its Board
of Directors and to elect Keith D. Spickelmier to fill the vacancy
created by such increase. Moreover, upon such events, Richard Bruce
Pierce has agreed to resign from his seat on the Board of Directors,
and William E. Begley is expected to be elected to fill the
vacancy created by such resignation.
* The Company elected a new slate of officers including the Reporting
Person as its Chief Executive Officer.
* The Company raised "seed" capital in the amount of approximately
$375,000 in connection with a private placement of 3.0 million
shares of the Company's common stock.
The Reporting Person acquired, and the Reporting Person intends to hold,
his shares of Common Stock for investment, and does not have any present plans
or proposals which relate to or would result in: (i) any acquisition by any
person of additional securities of the Company, or any disposition of securities
of the Company; (ii) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) any sale or transfer of a material amount of assets of the Company or any
of its subsidiaries; (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board, except that
Keith D. Spickelmier and William E. Begley are expected to be elected to the
Company's Board of Directors as described above; (v) any material change in the
present capitalization or dividend policy of the Company; except the Reporting
Person may vote as a director and as a stockholder in favor of any proposal to
increase the Company's authorized common share or to reverse split outstanding
common shares, (vi) any other material change in the Company's business or
corporate structure; (vii) any changes in the Company's charter, by-laws, or
other instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) any delisting from a
national securities exchange or any loss of authorization for quotation in an
inter-dealer quotation system of a registered national securities association of
a class of securities of the Company; (ix) any termination of registration
pursuant to section 12(g)(4) of the Act of a class of equity securities of the
Company; or (x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may determine to change
his investment intent with respect to the Company at any time in the future.
In reaching any conclusion as to his future course of action, the Reporting
Person will take into consideration various factors, such as the Company's
business and prospects, other developments concerning the Company, other
business opportunities available to the Reporting Person, developments with
respect to the business of the Reporting Person, and general economic and stock
market conditions, including, but not limited to, the market price of the Common
Stock. The Reporting Person may, depending on other relevant factors, acquire
additional shares of Common Stock in open market or privately negotiated
transactions, dispose of all or a portion of his holdings of shares of Common
Stock or change his intention with respect to any or all of the matters referred
to in this Item.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person individually owns outright 12,935,460 shares of Common
Stock for which he is the beneficial owner as he has sole voting and investment
power over all of these shares. The Reporting Person has the right to acquire
within 60 days after the date of this filing an additional 7,070,000 shares. As
a result, the Reporting Person is deemed to be the beneficial owner of these
shares as well, bringing the number of shares with respect to which the
Reporting Person is the beneficial owner to a total of 20,005,460. Except for
the acquisition of Common Stock as reported herein, the Reporting Person has not
effected any transaction in or with respect to the Common Stock during the past
60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 23, 2012
/S/KEITH J. MCKENZIE
----------------------
Name/Title__________________________________________
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
(SEE 18 U.S.C. 1001).