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

FORM 10-K



|(Mark One)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                    |                                           |  
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | For the fiscal year ended                                                          | April 30, 2010                           
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|[  ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from  [  ]  to  [  ]                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Commission file number                                                             | 000-53382                                
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|OCEAN ENERGY, INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                                                                                                                                                                                               
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|Nevada                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                    | 26,2210011                               
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|(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                    | (I.R.S. Employer Identification No.)     
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|1984 Isaac Newton Square West, Suite 202, Reston, VA                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                    | 20190                                    
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|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                    | (Zip Code)                               
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|Registrant's telephone number, including area code:                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                    | 703.888.9622                             
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|Securities registered pursuant to Section 12(b) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                          
|Title of Each Class                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                    | Name of Each Exchange On Which Registered
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|N/A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                    | N/A                                      
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|Securities registered pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                          
|Common Stock, par value of $0.001                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|(Title of class)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.                                                                                                                                                                                                                                                                                                                                                                 
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|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act                                                                                                                                                                                                                                                                                                                                                          
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|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 last 90 days.                                                                                                                             
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 No                              
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|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                                                
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|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)  is not contained herein, and will not 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-K or any amendment to this Form 10-K.                                                                                                                    
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|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 definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                                                                                                                                                       
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                   | Accelerated filer                         | 
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                   | Smaller reporting company                 | ý
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|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                                                                                                                                                                     
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 No                              
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|State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.                                                                                                                                                   
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|The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 23, 2010 was $477,500 computed by reference to the price of $.05 the price of the last private placement of common equity.  For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
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|Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.                                                                                                                                                                                                                                                                                                                                                     
|12,200,000 shares of common stock issued & outstanding as of August 23, 2010                                                                                                                                                                                                                                                                                                                                                                                                         
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|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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TABLE OF CONTENTS





|Item 1.  | Business                                                                                           | 4 
|-------- | -------------------------------------------------------------------------------------------------- | --
|Item 1A. | Risk Factors                                                                                       | 8 
|Item 1B. | Unresolved Staff Comments                                                                          | 9 
|Item 2.  | Properties                                                                                         | 9 
|Item 3.  | Legal Proceedings                                                                                  | 10
|Item 4.  | [Removed and Reserved]                                                                             | 10
|Item 5.  | Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 10
|Item 6.  | Selected Financial Data                                                                            | 10
|Item 7.  | Management's Discussion and Analysis of Financial Condition and Results of Operations              | 10
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                         | 17
|Item 8.  | Financial Statements and Supplementary Data                                                        | 17
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure               | 27
|Item 9A. | Controls and Procedures                                                                            | 27
|Item 9B. | Other Information                                                                                  | 28
|Item 10. | Directors, Executive Officers and Corporate Governance                                             | 28
|Item 11. | Executive Compensation                                                                             | 30
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     | 31
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                          | 32
|Item 14. | Principal Accountants Fees and Services                                                            | 32
|Item 15. | Exhibits, Financial Statement Schedules                                                            | 33



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PART I



Item 1.Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.



Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to "common shares" refer to the common shares in our capital stock.



As used in this annual report, the terms "we", "us", "our company", mean Ocean Energy, Inc. a Nevada corporation, unless otherwise indicated.



Corporate History

We were incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters ("OPC") and supplying them to seashore consumers. This innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the Chief Executive Officer of the Company. Nine prototypes of OPC have been manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. After this was completed, an official letter regarding the successful realization of the project was issued. Interest in the development of the engineering of sea wave power was revealed by the South Pacific Geoscience Application Commission - SOPAC (Fiji) and by the governments of Nauru, Kiribati, Tonga, Tuvalu, Samoa, Bahamas, and others.



We do not have any subsidiaries.



Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.



Our Current Business



INDUSTRY BACKGROUND



Worldwide total electrical power consumption reached about 100 GW by 2005. Electrical generation capacity grows at approximately 5% per year, while demand is growing by more than 10% per year. This has led to an increase in electricity prices of approximately 5 - 10% per year.



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The oceans have a tremendous amount of energetic potential and are close to many, if not most, of the world's most concentrated populations. Some believe that ocean power will provide a substantial amount of new renewable energy around the world. Difficulties arising from marine life attaching to energy systems in the sea require these generators to be easily cleanable.



Wave power refers to the energy of ocean surface waves and the capture of that energy to do useful work, including electricity generation, desalination, and the pumping of water into reservoirs. Wave power is a form of renewable energy and is one of the most environmentally friendly forms of energy currently available. Wave energy has been included as a Renewable Energy source by the latest U.S. Federal Regulations. It is emission-free and its placement reduces the destructive effect of waves on the coastline. Though often co-mingled, wave power is distinct from the diurnal flux of tidal power and the steady gyre of ocean currents.



Good wave power locations have a flux of about 50 kW per meter of shoreline. Using present-day technology, a maximum of about 20% of that energy, or 10 kW per meter, could be converted into useful electricity. According to the Palo-Alto based EPRI (Electric Power Research Institute, http://www.epri.com/) and their document Assessment of Waterpower Potential and Development Needs, "An average of 37,000 megawatts of energy dissipates on California's 1,200 kilometers (745 miles) of coastline".



Assuming large scale deployment of wave power technology, coverage of 5000 kilometers of shoreline (worldwide) is plausible. Therefore, the potential for shoreline-based wave power is about 50 GW. Deep water wave power resources are truly enormous. The potential of energy flux of waves that wash against shores is about 3 TW.



The Energy Independence and Security Act of 2007[H.R.6] (Subtitle C - Marine and Hydrokinetic Renewable Energy Technologies) pays a great deal of attention to the development of Wave energy technologies.



The Energy Policy Act of 2005 and The Energy Independence and Security Act of 2007 were designed to reduce dependence upon foreign energy sources (which has now grown to over 50% of total energy consumption) by relying on energy generated by domestically-produced, environmentally-friendly sources. These energy sources are specifically designated under law and include natural gas, propane, ethanol, methanol, hydrogen, electricity, and biodiesel.



As of March 2006, 22 U.S. states and the District of Columbia have enacted renewable portfolio standards (RPS) laws and goals, which require up to 25% of the electricity sold in the state to be generated by renewable resources by specified dates in the future. Outside of the U.S., some 43 countries have a national target for renewable energy supply. The European Union (EU) has been particularly aggressive in creating policies to increase renewable energy production and use. In fact, the EU has issued a directive requiring that the member countries collectively generate 21% of their electricity and 12% of their total energy from renewable sources by 2010. In the U.S., RPS's have typically been established via state legislation, mandates issued by state public utility commissions, and in one case, a 2004 statewide ballot initiative in Colorado. The eligible renewable energy sources and other RPS policies vary from state to state, and generally, though not always, favor the renewable energy resource that is least costly within each state.



Wave power generation is not a widely employed technology, and no commercial wave farm has yet been established, but there are several development-stage projects.



AquaEnergy's Makah Bay Offshore Wave Energy Pilot Project is a proposed 1 MW pilot wave energy project located off the coast of Washington State. The project will consist of four buoys generating 250 kW each. The project is currently in the FERC (Federal Energy Regulatory Commission) licensing process.



Ocean Power Technologies' (OPT) Reedsport Wave Park is a proposed 50 MW project off the coast of Oregon. The FERC preliminary permit application was accepted in July 2006 and issuance of a permit based on the application filed July 14, 2006 is pending.



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While the U.S. program has consisted of efforts primarily by individual waterpower developers, ocean energy research in the United Kingdom has received significant government funding. This funding provides a benchmark of the level of effort that the U.S. may need to invest to develop technologies to access its ocean energy resources. According to a personal communication with Gary Shanahan, Director of Emerging Technologies for the UK Department of Trade & Industries, the UK has invested and completed ocean energy research amounting to:



|· | 25 million pounds from 199 to 2005 (approximately $47 million USD)                                                  
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|· | 50 million pounds from 2006 to 2008 (approximately $95 million USD)                                                 
|· | 42 million pounds to support developed prototypes (not R&D) (approximately $80 million USD)                         
|· | 8 million pounds to support infrastructure projects and address environmental issues (approximately $15 million USD)



PRODUCT BACKGROUND

The energy of sea waves increases in proportion to the third power of amplitude; therefore, each 10-meter wave generates 150 kW per meter of wave front. In this case, a 1000 meter-coastline power plant can produce 15 MW with 10% efficiency, enough power to supply a small town of 30,000 inhabitants. The winter energy consumption of Great Britain (30 GW) can be satisfied by a wave power plant situated in the North Atlantic behind Hebrides. The exceptionally large waves in that area move energy production into the range of a large power plant; one to two thousand meter coastlines are capable of producing 150-200 MW of power. Smaller customers can be provided with proportionately smaller units to produce an appropriate power supply; with 10 to 20 meters of coastline available, 10 to 20 kW of power can be produced.



The best material for wave unit production on the industrial scale is plastic - polyethylene, polypropylene, and so on. Such material isn't expensive, especially recycled - about $100 USD per ton. There are a lot of machines currently available for blowing and extrusion of different parts of the wave energy device. Taking these figures into account, the cost of a small-scale plastic wave power plant will be $150-$160 USD per kW, with the costs of a large-scale plant being even lower. The service life of plastic wave devices is 3-5 years, depending on solar radiation resistance. Since the pay-back term of each plant is approximately three to four months, the cost of the plant will be returned 12-15 times over its service lifetime, which is quite profitable for the energy sector.



A prototype of our wave power station, consisting of a rotor converter of sea-wave energy attached to a conventional energy generator, was tested. Our OPC consists of rotors with work cells located on their side surface. The rotors are attached to a hard frame in parallel and are connected to conventional electrical generators for transmission.



Work cells are equipped with unidirectional valves, which allow air and water to flow in one direction only inside the cells. Sea water is oscillating and passing through the cells on one side only, creating an inequality in the gravitational force and causing rotation according to Archimedes' Principle.



While afloat when there are waves on the sea, the wave power station generates electric current and directs it through a cable to a consumer (a settlement on the sea shore, a vessel or a producing enterprise). Unlike most other alternative energy sources, our OPC can produce electricity according to any international electricity standards, which can be used by any existing electrical apparatus without the need for any additional converters and modifications.



OPC / WEPP (Wave Electric Power Plant) units not only produce electricity but also dissipate the force of storm waves and provide coastline protection.



The full-size pilot wave power device (5m x 10m) with a capacity up to 3 kW will be assembled and installed on the shore of the Ha'apai Islands in Tonga under the Project. This power unit will be used for autonomous energy supply of an FM transmitter with a power of approximately 1 kW.



Floating parts of the device are made from recycled plastic: work cells from HDPE, and work rotors from PVC. After assembling, the device will be toweled and moored in the deep water off the coast on concrete anchors. The device is connected to the electricity consumer by underwater cable. There is an accumulator battery to allow non-stop energy supply regardless of current weather conditions.



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BUSINESS MODEL

|1. | Research, development, and production of OPC and WEPP. We plan to develop a model row of WEPP with different electric power:
|-- | ----------------------------------------------------------------------------------------------------------------------------
|   | a.                                                                                                                          
|   | b.                                                                                                                          
|   | c.                                                                                                                          
|2. | Development of sales and service of OPC/WEPP through a network of local representatives and installers.                     
|3. | Further research, development, and manufacture of wave energy converters.                                                   



Dependence on One or a Few Major Customers

Our revenues are not dependent on one or a few major customers.

Raw Materials

We are not dependent on any one supplier for our raw materials.

Employees

Our directors and officers are our only employees.

Research and Development

We have not spent any amounts on which has been classified as research and development activities in our financial statements during the last two fiscal years.



Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Subsidiaries

We have do not have any subsidiaries.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request.  We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission.  Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.



The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC  20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  We are an electronic filer.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The Internet address of the site is http://www.sec.gov.



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Item 1A.Risk Factors



Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.



Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".



We Are A "Shell" Company And Our Shares Are Subject To Restrictions On Resale.



As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell company," we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.



We Incur Increased Costs As A Result Of Being A Public Company, Which Could Affect Our Profitability And Operating Results.



The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Nasdaq National Market and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These costs could affect profitability and our results of operations.



Nevada Law And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.



Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.



Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.



It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.



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If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.



In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of



In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.



Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.



Trends, Risks and Uncertainties



We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.



Item 1B.Unresolved Staff Comments

As a "smaller reporting company", we are not required to provide the information required by this Item.



Item 2.Properties

We do not own any real property.  Our administrative office is located at 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190 and support are currently provided by entities controlled by one of our stockholders at no charge. There is no formal agreement to continue this arrangement.



We also have an office in Ukraine. Office located at 35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine, telephone number (38057)3120306.



We believe that our current arrangements provide adequate space for our foreseeable future needs.



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Item 3.Legal Proceedings



We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.



Item 4.[Removed and Reserved]



PART II



Item 5.Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



Our shares of common stock were listed on the OTC Bulletin Board on November 6, 2008 under the trading symbol "OCEE".  To date there have been no trades of our common stock.



Our common shares are issued in registered form. Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014  (Telephone: 702-818-5898; Facsimile: 702-974-1444) is the registrar and transfer agent for our common shares.



On August 19, 2010, the list of stockholders for our shares of common stock showed 40 registered stockholders and 12,200,000  shares of common stock outstanding.



Dividends



We have not declared any dividends on our common stock since the inception of our company on November 28, 2007.  There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock.  However, we do not anticipate declaring and paying dividends to our shareholders in the near future.



Equity Compensation Plan Information



We currently do not have a stock option plan or any equity compensation plans.



Purchase of Equity Securities by the Issuer and Affiliated Purchasers



We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2010.



Recent Sales of Unregistered Securities



None.



Item 6.Selected Financial Data



As a "smaller reporting company", we are not required to provide the information required by this Item.



Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations



The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2010 and April 30, 2009 that appear elsewhere in this annual report.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page *of this annual report.



|10
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|  



Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.



Plan of Operation



Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.



We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.



In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.



We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.



We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.



At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity, or whether the opportunity's operations will be profitable.



As of the date hereof, we have not been successful in our business development efforts.  Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.



If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.



Assuming that we proceed with our current business plan, which in unlikely given the capital requirements and our inability to raise capital to date, we had planed the following development stages for our enterprise:



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|  





|A. | Stage One                          
|-- | -----------------------------------
|   | a.                                 
|   | b.                                 
|   | c.                                 
|   | d.                                 
|   | Stage Duration:  10 months         
|   | Required Investment:  $360,000 USD.
|   |                                    
|B. | Stage Two                          
|   | a.                                 
|   | b.                                 
|   | c.                                 
|   | d.                                 



Sizes of WEPP Units



|WEPP Power Unit | Diameter of Rotor
(in meters) | WEPP Size
(in square meters)
|--------------- | ----------------------------- | ----------------------------
|1 kW            | 1                             | 3 m x 8 m = 24 m2           
|3 kW            | 1.5                           | 5 m x 10 m = 50 m2          
|5 kW            | 1.5                           | 7 m x 10 m = 70 m2          
|10 kW           | 1.5                           | 15 m x 10 m = 150 m2        
|20 kW           | 3                             | 10 m x 30 m = 300 m2        
|50 kW           | 3                             | 25 m x 30 m = 750 m2        
|100 kW          | 3                             | 50 m x 30 m = 1500 m2       





|   | Stage Duration:  24 months         
|-- | -----------------------------------
|   | Required Investment:  $900,000 USD.
|   |                                    
|C. | Stage Three                        
|   | a.                                 
|   | b.                                 

The installation price of OPC/WEPP is approximately $1,250 to $1,500USD per kW of installed power, comparable with the installation cost of a wind power generator or a gasoline mini power station.



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|--
|  





Estimated Price of WEPP Units (excluding delivery and assemblage)



|WEPP Unit Capacity | Estimated Price (USD)
|------------------ | ---------------------
|3 kW               | $3,600               
|10 kW              | $11,000              
|20 kW              | $21,000              
|50 kW              | $51,000              
|100 kW             | $100,000             

According to materials of correspondence with potential buyers, at the given sale prices, the estimated annual sales volumes are as follows:





| | a. | Fiji, Nauru, Kiribati, Vanuatu and the Solomon Islands - $500,000 USD
| | -- | ---------------------------------------------------------------------
| | b. | Chile and the Bahamas - $2,000,000 USD                               
| | c. | North Sea Oil Platforms - $1,000,000,000 USD                         

We plan to raise additional funds through joint venture partnerships, project debt financings or through future sales of our common stock, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance that we will be successful in raising additional capital or achieving profitable operations. Our financial statements do not include any adjustments that might result from the outcome of these uncertainties.



We will need financing within 12 months to execute our business plan. The total time period between the arrangement of financing and a production launch is estimated at 18 to 24 months.



Capital Expenditures



We do not intend to invest in capital expenditures during the twelve-month period ending April 30, 2010.



General and Administrative Expenses



We expect to spend $60,000 during the twelve-month period ending April 30, 2010 on general and administrative expenses including legal and auditing fees, rent, office equipment and other administrative related expenses.



Product Research and Development



We do not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending April 30, 2010.



Purchase of Significant Equipment



We do not intend to purchase any significant equipment over the twelve months ending April 30, 2010.



Personnel Plan



We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.



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Results of Operations for the Years Ended April 30, 2010 and 2009



The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2010 and 2009.



Our operating results for the years ended April 30, 2010 and 2009 are summarized as follows:



|                   | Year Ended
April 30
|------------------ | -------------------
|                   | 2010               
|                   |                    
|Revenue            | $                  
|Operating Expenses | $                  
|Net Loss           | $                  

Operating Expenses

Our operating expenses for the year ended April 30, 2010 and April 30, 2009 are outlined in the table below:



|                                 | Year Ended
April 30
|-------------------------------- | -------------------
|                                 | 2010               
|                                 |                    
|General and administrative       | $                  
|Consulting, Legal and Accounting | $                  

The decrease in operating expenses for the year ended April 30, 2010, compared to the same period in fiscal 2009, was mainly due to a decrease in all expenses.



Liquidity and Financial Condition

As of April 30, 2010, our total assets were $25,017and our total current liabilities were $54,991 and we had a working capital deficit of $29,974. Our financial statements report a net loss of $18,632 for the year ended April 30, 2010, and a net loss of $70,974 for the period from November 28, 2007 (date of inception) to April 30, 2010.



We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.





|Cash Flows                                          |                           |          |                           |   |         
|--------------------------------------------------- | ------------------------- | -------- | ------------------------- | - | --------
|                                                    | Year Ended
April 30, 2010 |          | Year Ended
April 30, 2009
|                                                    |                           |          |                           |   |         
|Net Cash (Used in) Operating Activities             | $                         | (14,292) |                           | $ | (29,342)
|Net Cash Provided by (Used In) Investing Activities | $                         | Nil      |                           | $ | Nil     
|Net Cash Provided by Financing Activities           | $                         | 39,110   |                           | $ | 10,400  
|Cash (decrease) increase during the year            | $                         | 24,818   |                           | $ | (19,302)

We had cash in the amount of $25,017 as of April 30, 2010 as compared to $199 as of April 30, 2009. We had a working capital deficit of $29,974 as of April 30, 2010 compared to working capital deficit of $11,342 as of April 30, 2009.



Our principal sources of funds have been from sales of our common stock.



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Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.



Going Concern



The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.



Inflation



The effect of inflation on our revenue and operating results has not been significant.



APPLICATION OF CRITICAL ACCOUNTING POLICIES



Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.



Cash and Cash Equivalents



Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of three months or less. As of April 30, 2010, our company cash balance is $25,017.



Earnings per Share



The basic earnings (loss) per share is calculated by dividing our company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in our company.



Stock Based Compensation



We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges our equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and our related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. Our company has not adopted a stock option plan and has not granted any stock options. Our company granted stock awards, at par value, to our officers, directors and advisors for services rendered in our formation. Accordingly, stock-based compensation has been recorded to date.



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Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

In October 2009, the FASB issued Accounting Standards Update No. 2009-13 ("ASU 2009-13") "Revenue Recognition (ASC 605), Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force ("EITF"). This ASU provides amendments to the criteria in FASB ASC 605-25 for separating consideration in multiple-deliverable arrangements. ASU 2009-13 changes existing rules regarding recognition of revenue in multiple deliverable arrangements and expands ongoing disclosures about the significant judgments used in applying our guidance. It will be effective for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010. Early adoption is permitted on a prospective or retrospective basis. The adoption of FASB ASU 2009-13 did not have a material impact on our financial statements.



In June 2009, the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and annual reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on our financial statements.



On July 1, 2009, our company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards CodificationTM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.



In January 2010, the Financial Accounting Standards Board ("FASB") issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our financial statements.



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In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on our company's financial statements.



On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic of the FASC to provide updates including: (1) requiring our company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the "Subsequent Events" topic to include the definition of "SEC filer" and exclude the definition of "Public entity"; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact our company's results of operations of financial condition.



Our company has implemented all new accounting pronouncements that are in effect and that may impact our financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.



Item 7A.Quantitative and Qualitative Disclosures About Market Risk

As a "smaller reporting company", we are not required to provide the information required by this Item.



Item 8.   Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.



The following audited financial statements are filed as part of this annual report:
          Independent Auditor's Report, dated August 26, 2010.
          Audited Balance Sheet as at April 30, 2010.
          Audited Statements of Operations for the year ended April 30, 2010 and for the year ended April 30, 2009.
          Audited Statements of Changes in Stockholders' Equity for the year ended April 30, 2010 and for the year ended April 30, 2009.
          Audited Statements of Cash Flows for the year ended April 30, 2010 and for the year ended April 30, 2009.
          Notes to the Financial Statements.



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|
|



Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders
Ocean Energy, Inc.



We have audited the accompanying balance sheets of Ocean Energy, Inc. (A Development Stage "Company") as of April 30, 2010 and 2009 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended April 30, 2010 and 2009, and for the period from November 28, 2007 (inception) to April 30, 2010. 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 audits.

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.  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 Ocean Energy, Inc. as of April 30, 2010 and 2009, and the result of its operations and its cash flows for the years then ended April 30, 2010 and 2009 and for the period from November 28, 2007 (inception) to April 30, 2010 in conformity with U.S. generally accepted accounting principles.



The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





---

August 26, 2010
San Diego, CA. 92108



Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board





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Ocean Energy, Inc.





|                                                                                                                                                                       | April 30,
2010 |          | April 30,
2009
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------- | --------------
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               
|ASSETS                                                                                                                                                                 |                |          |               
|Current Assets                                                                                                                                                         |                |          |               
|Cash                                                                                                                                                                   | $              | 25,017   |               
|                                                                                                                                                                       |                |          |               
|Total Assets                                                                                                                                                           | $              | 25,017   |               
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                   |                |          |               
|Current liabilities                                                                                                                                                    |                |          |               
|Accounts payable and accrued expenses                                                                                                                                  | $              | 5,840    |               
|Loan from related party                                                                                                                                                | $              | 49,151   |               
|                                                                                                                                                                       |                |          |               
|Total Current Liabilities                                                                                                                                              | $              | 54,991   |               
|                                                                                                                                                                       |                |          |               
|Stockholders' Equity (Deficit)                                                                                                                                         |                |          |               
|Common Stock, 75,000,000 shares authorized at $0.001 par value, 
          12,200,000 shares issued and outstanding as of 
          April 30, 2010 and April 30, 2009 | $              | 12,200   |               
|Additional Paid in Capital                                                                                                                                             |                | 28,800   |               
|Deficit Accumulated During Development Stage                                                                                                                           |                | (70,974) |               
|                                                                                                                                                                       |                |          |               
|Total Stockholders' Equity (Deficit)                                                                                                                                   |                | (29,974) |               
|                                                                                                                                                                       |                |          |               
|Total liabilities and stockholders' equity (deficit)                                                                                                                   | $              | 25,017   |               
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               
|                                                                                                                                                                       |                |          |               



The accompanying notes are an integral part of these financial statements





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|  



Ocean Energy, Inc.(A Development Stage Company)STATEMENTS OF OPERATIONS



|                                                   | For the
Year
Ended
April 30, 
2010 |          | For the
Year
Ended
April 30, 
2009 |   | From Inception
November 28,
2007
through
April 30, 
2010
|-------------------------------------------------- | ---------------------------------- | -------- | ---------------------------------- | - | --------------------------------------------------------
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|Revenue:                                           |                                    |          |                                    |   |                                                         
|Revenue                                            | $                                  | -        |                                    | $ | -                                                       
|                                                   |                                    |          |                                    |   |                                                         
|Total Revenue                                      |                                    | -        |                                    |   | -                                                       
|                                                   |                                    |          |                                    |   |                                                         
|Expenses:                                          |                                    |          |                                    |   |                                                         
|General and Administrative                         |                                    | 1,832    |                                    |   | 6,342                                                   
|Consulting, Legal and Accounting                   |                                    | 16,800   |                                    |   | 24,500                                                  
|                                                   |                                    |          |                                    |   |                                                         
|Total expenses                                     |                                    | 18,632   |                                    |   | 30,842                                                  
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|Loss before income taxes                           |                                    | (18,632) |                                    |   | (30,842)                                                
|                                                   |                                    |          |                                    |   |                                                         
|Provision for income taxes                         |                                    | -        |                                    |   | -                                                       
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|Net loss                                           | $                                  | (18,632) |                                    | $ | (30,842)                                                
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|Basic and Diluted Earnings (Loss) per Common Share | $                                  | (0.00)   |                                    | $ | (0.00)                                                  
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|Weighted Average Number of Common Shares           | 12,200,000                         |          | 12,200,000                         |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         
|                                                   |                                    |          |                                    |   |                                                         



The accompanying notes are an integral part of these financial statements





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|  



Ocean Energy, Inc.(A Development Stage Company)STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(From November 28, 2007 (Inception) through April 30, 2010)



|                                                                                                           |  | Common Stock |  | Additional 
Paid in Capital |        | Deficit Accumulated 
during the 
development stage |   | Total Equity
|---------------------------------------------------------------------------------------------------------- |  | ------------ |  | --------------------------- | ------ | -------------------------------------------------- | - | ------------
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  | Shares       |  | Amount                      |        |                                                    |  
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Balance at Inception, November 28, 2007                                                                    |  | 0            |  | $                           | 0      |                                                    | $ | 0           
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Common Shares issued to Founders at $0.001 per share (par value) on January 15, 2008 for services rendered |  | 9,000,000    |  |                             | 9,000  |                                                    |   | 0           
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Common Shares issued for cash at $0.01 per share (par value $0.001) on April 15, 2008                      |  | 3,200,000    |  |                             | 3,200  |                                                    |   | 28,800      
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Net (loss) for the period from inception on November 28, 2007 through April 30, 2008                       |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Balance, April 30, 2008                                                                                    |  | 12,200,000   |  |                             | 12,200 |                                                    |   | 28,800      
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Net (loss) for the year ended April 30, 2009                                                               |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Balance, April 30, 2009                                                                                    |  | 12,200,000   |  |                             | 12,200 |                                                    |   | 28,800      
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Net (loss) for the year ended April 30, 2010                                                               |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|Balance, April 30, 2010                                                                                    |  | 12,200,000   |  |                             | 12,200 |                                                    |   | 28,800      
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             
|                                                                                                           |  |              |  |                             |        |                                                    |   |             



The accompanying notes are an integral part of these financial statements





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|  



Ocean Energy, Inc.(A Development Stage Company)STATEMENTS OF CASH FLOWS



|                                                     |                                                     | For the Year
Ended
April 30,
2010 |        | For the Year
Ended
April 30,
2009 |   | From Inception
November 28,
2007 through
April 30,
2010
|---------------------------------------------------- | --------------------------------------------------- | --------------------------------- | ------ | --------------------------------- | - | -------------------------------------------------------
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Operating Activities:                                |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Net income (loss)                                   |                                   | $      | (18,632)                          |   | $                                                      
|                                                     | Stock issued for services                           |                                   |        |                                   |   |                                                        
|                                                     | Increase (decrease) in accounts payable             |                                   |        | 4,340                             |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Net cash provided by (used in) operating activities |                                   |        | (14,292)                          |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Investing Activities:                                |                                                     |                                   |        |                                   |   |                                                        
|                                                     | (Purchases)/disposal of equipment                   |                                   |        | -                                 |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Cash (used) in investing activities                 |                                   |        | -                                 |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Financing Activities:                                |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Loan from to related party                          |                                   |        | 39,110                            |   |                                                        
|                                                     | Proceeds from the sale of Stock                     |                                   |        | -                                 |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Net cash provided by (used in) financing activities |                                   |        | 39,110                            |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Net increase (decrease) in cash and cash equivalents |                                                     |                                   | 24,818 |                                   |   | (19,302)                                               
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Cash at beginning of the year ended                  |                                                     |                                   | 199    |                                   |   | 19,501                                                 
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Cash at end of the year ended                        |                                                     | $                                 | 25,017 |                                   | $ | 199                                                    
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Supplemental Information:                            |                                                     |                                   |        |                                   |   |                                                        
|Interest                                             |                                                     | $                                 | -      |                                   | $ | -                                                      
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Taxes                                                |                                                     | $                                 | -      |                                   | $ | -                                                      
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|Non-cash transactions:                               |                                                     |                                   |        |                                   |   |                                                        
|                                                     | Stock Issued for Services                           |                                   | $      | -                                 |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        
|                                                     |                                                     |                                   |        |                                   |   |                                                        



The accompanying notes are an integral part of these financial statements





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Ocean Energy, Inc.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

April 30, 2010

NOTE 1.  GENERAL ORGANIZATION AND BUSINESS



Ocean Energy, Inc. was incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters ("OPC") and supplying them to seashore consumers. This innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the Chief Executive Officer of the Company. Nine prototypes of OPC have been manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. After this was completed, an official letter regarding the successful realization of the project was issued. Interest in the development of the engineering of sea wave power was revealed by the South Pacific Geoscience Application Commission - SOPAC (Fiji) and by the governments of Nauru, Kiribati, Tonga, Tuvalu, Samoa, Bahamas, and others.



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The relevant accounting policies and procedures are listed below.



Accounting Basis

The financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US Dollars. The Company's fiscal year end is April 30.

Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of three months or less. As of April 30, 2010, the Company cash balance is $25,017.



Earnings per Share



The basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.





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Dividends



The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.



Stock Based Compensation



We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been recorded to date.



Income Taxes



The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.



Development Stage Enterprise



The Company's financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.



NOTE 3.  GOING CONCERN



The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses from inception to April 30, 2010 of $70,974.



Losses are expected to continue for the immediate future. In addition, the Company's cash flow requirements have been met by the generation of capital through private placements of the Company's common stock and loans. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company's equity instruments will be sufficient to meet its capital needs. However; the company is in process of following through with its business plan with sufficient capital at present to meet its business plan.



The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet it's obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to generate revenues.





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NOTE 4.  PROVISION FOR INCOME TAXES



Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results  from  the net  change  during  the  year of  deferred  tax  assets  and liabilities.



Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



No provision was made for Federal income tax.  The provision for income taxes consists of the state minimum tax imposed on corporations.



NOTE 5.  STOCKHOLDERS EQUITY



The Company is authorized to issue 75,000,000 common shares with a $0.001 par value. As of April 30, 2010, 12,200,000 shares were issued and outstanding.



On January 15, 2008, the Company issued 7,500,000 shares of its $0.001 par value common stock to Valentyna Stupenko, CEO and a Founder, for services rendered.



On January 15, 2008, the Company issued 1,500,000 shares of its $0.001 par value common stock to Yuiy Milkov, CTO (Chief Technology Officer) and a Founder, for services rendered.



On April 15, 2008, the Company issued 3,200,000 restricted shares of common stock for $32,000 cash at $0.01 per share.



NOTE 6.  RELATED PARTY TRANSACTIONS



On April 30, 2010 the Company concluded a Personal Loan Agreements with the CEO, Valentyna Stupenko. The loan is in the amount of $24,171and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing and remains outstanding.



On March 24, 2010 the company took a loan in the amount $24,980.

As of April 30, 2010, the balance of Loan from related party is $49,151.

On May 3, 2010, the Company paid back loan from related party $24,950.



NOTE 7.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.



In October 2009, the FASB issued Accounting Standards Update No. 2009-13 ("ASU 2009-13") "Revenue Recognition (ASC 605), Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force ("EITF"). This ASU provides amendments to the criteria in FASB ASC 605-25 for separating consideration in multiple-deliverable arrangements. ASU 2009-13 changes existing rules regarding recognition of revenue in multiple deliverable arrangements and expands ongoing disclosures about the significant judgments used in applying its guidance. It will be effective for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010. Early adoption is permitted on a prospective or retrospective basis. The adoption of FASB ASU 2009-13 did not have a material impact on our financial statements.





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In June 2009, the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and annual reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on our financial statements.



On July 1, 2009, the Company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards CodificationTM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.



In January 2010, the Financial Accounting Standards Board ("FASB") issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our financial statements.



In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company's financial statements.



On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic of the FASC to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the "Subsequent Events" topic to include the definition of "SEC filer" and exclude the definition of "Public entity"; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact the Company's results of operations of financial condition.



`The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.`

NOTE 8.  SUBSEQUENT EVENT



The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.





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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.



Item 9A.Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



As of April 30, 2010, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.



Management's Report on Internal Control over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.





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Inherent limitations on effectiveness of controls



Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Changes in Internal Control over Financial Reporting



There have been no changes in our internal controls over financial reporting that occurred during the three month period ended April 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.



Item 9B.Other Information

None.



PART III



Item 10.Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors and executive officers, their ages, positions held, and duration as such, are as follows:



|                   |                                                                          |     |                                
|------------------ | ------------------------------------------------------------------------ | --- | -------------------------------
|Name               | Position Held with the Company                                           | Age | Date First Elected
or Appointed
|                   |                                                                          |     |                                
|Valentyna Stupenko | President, Chief Executive Officer, Chief Financial Officer and Director | 41  | March, 2008                    
|Yury Milkov        | Chief Technology Officer                                                 | 63  | November, 2007                 
|                   |                                                                          |     |                                

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Valentyna Stupenko - President, Chief Executive Officer, Chief Financial Officer and Director

Ms. Valentyna Stupenko joined us in March 2008. From December 2006 through March 2008, Ms. Stupenko served as Deputy Director of Metinvestconsulting, Ltd. From September 2003 through December 2006, Ms. Stupenko occupied a position of lead economist of Privat Intertrading Company. From April 2002 to September 2003, Ms. Stupenko was employed as an engineer by Sea Electrical Generators Ltd., a company developing ocean wave electric convertors and power plants. From 1998 through 2003, Ms. Stupenko served in various capacities at Privat Intertrading Company, a producer of ferroalloys. Ms. Stupenko received M.A. degree from Dniepropetrovsk State University and M.A. degree from Dniepropetrovsk Building Academy.





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Yury Milkov - Chief Technology Officer

Milkov is primarily responsible for the development of the ocean wave electric convertors. From 1992 till 2005, Mr. Milkov was employed as Chief Maintenance Engineer of Audi Center in Dniepropetrovsk. Since 2005 to the date of this report, Mr. Milkov has held the position of Chief Maintenance Engineer at Coral Invest Technologies, Ltd.



Family Relationships



There are no family relationships among our directors or officers.



Involvement in Certain Legal Proceedings



Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:



|1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);                                                                                                                                                     
|3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
|4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.                                     

Section 16(a) Beneficial Ownership Compliance



Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.  Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2010, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.



Audit Committee and Audit Committee Financial Expert



Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.



We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.





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Item 11.Executive Compensation



The particulars of the compensation paid to the following persons:



|· | our principal executive officer;                                                                                                                                                                                            
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2010 and 2009; and                                                                
|· | up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2010 and 2009,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:



|SUMMARY COMPENSATION TABLE                                                    
|------------------------------------------------------------------------------
|Name
and Principal Position                                                   
|Valentyna Stupenko President, Chief Executive Officer, Chief Financial Officer
|Yury MilkovChief Technology Officer                                           

Stock Options/SAR Grants

During the period from inception (November 28, 2007) to April 30, 2010, we did not grant any stock options to our executive officers.



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values



There were no options exercised during our fiscal year ended April 30, 2010 or April 30, 2009 by any officer or director of our company.



Outstanding Equity Awards at Fiscal Year End



No equity awards were outstanding as of the year ended April 30, 2010.



Compensation of Directors



We reimburse our directors for expenses incurred in connection with attending board meetings.  We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to April 30, 2010.





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We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.



Employment Contracts and Termination of Employment and Change in Control Arrangements



We have not entered into any employment agreement or consulting agreement with our directors and executive officers.



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The following table sets forth, as of August 19, 2010, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.





|Name and Address of Beneficial Owner                                                          | Amount and Nature of Beneficial Owner(1) | Percentage of Class
|--------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------------
|Valentyna Stupenko
35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine | 7,500,000                                | 61.5%              
|Yury Milkov
35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine        | 1,500,000                                | 12.3%              
|All Officers and Directors
As a Group                                                         | 9,000,000                                | 73.8%              

(1)





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Changes in Control



We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.  There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.



Item 13.Certain Relationships and Related Transactions, and Director Independence



Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.



The promoters of our company are our directors and officers.



Director Independence



We currently act with one director, consisting of Valentyna Stupenko. We have determined that our director is not "independent directors" as defined in NASDAQ Marketplace Rule 4200(a)(15).



We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity.  We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.



Item 14.Principal Accountants Fees and Services



The aggregate fees billed for the most recently completed fiscal year ended April 30, 2010 and for fiscal year ended April 30, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:





|                   | Year Ended
April 30
|------------------ | -------------------
|                   | 2010
($)           
|Audit Fees         | 7,300              
|Audit Related Fees | *                  
|Tax Fees           | *                  
|All Other Fees     | *                  
|Total              | 7,300              

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.



Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.





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PART IV



Item 15.Exhibits, Financial Statement Schedules

Exhibits required by Item 601 of Regulation S-K



|Exhibit 
Number | Description                                                                                                                               
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|(3)             | Articles of Incorporation and Bylaws                                                                                                      
|3.1             | Articles of Incorporation (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007)
|3.2             | By-laws (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007)                  
|(31)            | Section 302 Certification                                                                                                                 
|31.1*           | Section 302 Certification under Sarbanes-Oxley Act of 2002                                                                                
|(32)            | Section 906 Certification                                                                                                                 
|32.1*           | Section 906 Certification under Sarbanes-Oxley Act of 2002 of Hassan Hans Badreddine                                                      

*Filed herewith.





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| | OCEAN ENERGY, INC.                                                                                                                                                   
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                      
| | /S/  Valentyna Stupenko                                                                                                                                              
| |                                                                                                                                                                      
| | Valentyna Stupenko                                                                                                                                                   
| | President, Chief Executive Officer, Chief Financial Officer and Director 
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
| |                                                                                                                                                                      
| | Date:  August 26, 2010                                                                                                                                               

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



|Signature               | Title                                                                    | Date           
|----------------------- | ------------------------------------------------------------------------ | ---------------
|                        |                                                                          |                
|/S/  Valentyna Stupenko | President, Chief Executive Officer, Chief Financial Officer and Director | August 26, 2010
|                        |                                                                          |                
|Valentyna Stupenko      |                                                                          |                





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