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



FORM 10-K/A



[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2009



[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from N/A to N/A



Commission File No.  333-151747



OCEAN ENERGY, INC.





|Nevada                                                         |  | 26-2210011                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)





|1984 Isaac Newton Square West, Suite 202,Reston, VA 20190
|---------------------------------------------------------
|(Address of Principal Executive Offices)                 



Copies of communications to:

JOSEPH I. EMAS
1224 WASHINGTON AVENUE
MIAMI BEACH, FLORIDA 33139
TELEPHONE NO.: (305) 531-1174
FACSIMILE NO.: (305) 531-1274



Registrant's Telephone Number, including area code:  (703) 888-6922



Securities Registered Pursuant to Section 12(b) of the Act:  None



Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, Par Value $0.001 per Share(Title of each class)





|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  [ ]    No  [X]                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  [ ]    No  [X]                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]    No  [ ]                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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).  Yes  [ ]    No  [X]                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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.  Yes  [X]    No  [ ]                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                                                                                                                                                                                                               
|Large accelerated filer [  ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Non-accelerated filer [  ]
(Do not check if a smaller reporting company)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  [X]    No  [ ]                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price of $.05 the price of the last private placement of common equity:  $477,500.                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.
12,200,000 issued and outstanding as of September 21, 2009.                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|DOCUMENTS INCORPORATED BY REFERENCE:  None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|EXPLANATORY NOTE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|On August 27, 2009, the Public Company Accounting Oversight Board  ("PCAOB") revoked the registration of Moore and Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule lOb-5 thereunder, and noncooperation with a Board investigation. You can find a copy of the order at http: http://www.pcaobus.org/Enforcement/Disciplinary Proceedings/2009/0827 Moore.pdf
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|As Moore is no longer registered with the PCAOB, we may not include Moore's audit reports or consents in our filings with the Securities and Exchange Commission. Thus, we have re-audited and published herein our annual report for the years ended April 30, 2009 and April 30, 2008, audited by Chang G. Park, CPA, our new independent registered public accountant firm.                                                                                                                                                                     





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Ocean Energy Inc.



FORM 10-K/A ANNUAL REPORT
FOR THE FISCAL YEAR ENDED APRIL 30, 2009



|                                                                                                                      |  |                                                                                                              |  | Page
Numbers
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------
|                                                                                                                      |  |                                                                                                             
|PART I                                                                                                                |  | 3                                                                                                           
|                                                                                                                      |  |                                                                                                             
|ITEM 1.                                                                                                               |  | Business                                                                                                     |  | 3           
|ITEM 1A.                                                                                                              |  | Risk Factors                                                                                                 |  | 6           
|ITEM 1B.                                                                                                              |  | Unresolved Staff Comments                                                                                    |  | 8           
|ITEM 2.                                                                                                               |  | Properties                                                                                                   |  | 8           
|ITEM 3.                                                                                                               |  | Legal Proceedings                                                                                            |  | 8           
|ITEM 4.                                                                                                               |  | Submission Of Matters To a Vote Of Securities Holders                                                        |  | 9           
|                                                                                                                      | 
|PART II                                                                                                               |  | 9                                                                                                           
|                                                                                                                      |  |                                                                                                             
|ITEM 5.                                                                                                               |  | Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities |  | 9           
|ITEM 6.                                                                                                               |  | Selected Financial Data                                                                                      |  | 9           
|ITEM 7.                                                                                                               |  | Management's Discussion And Analysis Of Financial Condition And Results Of Operation                         |  | 9           
|ITEM 7A                                                                                                               |  | Quantitative And Qualitative Disclosures About Market Risk                                                   |  | 11          
|ITEM 8.                                                                                                               |  | Financial Statements And Supplementary Data                                                                  |  | 11          
|ITEM 9.                                                                                                               |  | Changes In And Disagreements With Accountants On Accounting And Financial Disclosure                         |  | 12          
|ITEM 9A.                                                                                                              |  | Controls And Procedures (ITEM 9A(T))                                                                         |  | 12          
|ITEM 9B.                                                                                                              |  | Other Information                                                                                            |  | 13          
|                                                                                                                      |  |                                                                                                              |  |             
|PART III                                                                                                              |  |                                                                                                              |  | 14          
|                                                                                                                      |  |                                                                                                              |  |             
|ITEM 10.                                                                                                              |  | Directors, Executive Officers And Corporate Governance                                                       |  | 14          
|ITEM 11.                                                                                                              |  | Executive Compensation                                                                                       |  | 15          
|ITEM 12.                                                                                                              |  | Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters               |  | 16          
|ITEM 13.                                                                                                              |  | Certain Relationships And Related Transactions, And Director Independence                                    |  | 16          
|ITEM 14.                                                                                                              |  | Principal Accounting Fees And Services                                                                       |  | 17          
|                                                                                                                      |  |                                                                                                              |  |             
|PART IV                                                                                                               |  |                                                                                                              |  | 18          
|                                                                                                                      |  |                                                                                                              |  |             
|ITEM 15.                                                                                                              |  | Exhibits, Financial Statements Schedules                                                                     |  | 18          
|                                                                                                                      |  |                                                                                                              |  |             
|SIGNATURES                                                                                                            |  | 19                                                                                                          
|                                                                                                                      |  |                                                                                                              |  |             
|CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002                                           |  | 20                                                                                                          
|                                                                                                                      |  |                                                                                                              |  |             
|CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |  | 22                                                                                                          

<index>
2

PART I



ITEM 1.  BUSINESS

Ocean Energy, Inc. was incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters (OPC) supplying seashore consumers. This innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the CEO of our 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



The next full scale prototype, a 2 kW OPC, was manufactured and tested in the Black Sea at the Experimental division of the Sevastopol Marine Hydrophysical Institute. An official letter from the Institute confirms that OPC is an effective and reliable device for power production derived from sea waves.



Further development of the construction of Ocean Power Converters has led to the creation of a simpler, more reliable, less expensive OPC device. In October of 2007, the trade association IPC filed a Patent Cooperation Treaty application to install a new model of OPC. Estimated costs of electrical power produced by improved OPCs do not exceed 3 cents per kWh, with an expected lifetime of no less than 15 years. The estimated resource of the world's ocean wave energy potential is about 100TW.

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.



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".

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3



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.



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:

·

·

·

·

<index>
4

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.

<index>
5



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.  Coastal, connected to the grid;

b.  Small-sized power units for remote customers (such as sea oil platforms); and

c.  An energy source for moving vessels.

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.

Reports to Security Holders

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, N.E., Room 1580, Washington, D.C. The public may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which may be viewed at http://www.sec.gov/.



ITEM 1A.  RISK FACTORS

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.



VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.



As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.



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.





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THERE IS NO PUBLIC (TRADING) MARKET FOR OUR COMMON STOCK AND THERE IS NO ASSURANCE THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE OR DEALERS' NETWORK; THEREFORE, OUR INVESTORS MAY NOT BE ABLE TO SELL THEIR SHARES.

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock. We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. Neither we nor our selling stockholders have engaged an underwriter for this offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities. A trading market may not develop in the future, and if one does develop, it may not be sustained. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:



|· | variations in our quarterly operating results;                                                                                                      
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|· | changes in general economic conditions and in the biofuel industry;                                                                                 
|· | changes in market valuations of similar companies;                                                                                                  
|· | announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments;
|· | loss of a major customer, partner or joint venture participant; and                                                                                 
|· | the addition or loss of key managerial and collaborative personnel.                                                                                 

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.



ONCE PUBLICLY TRADING, THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE SHARES. THE SECURITIES AND EXCHANGE COMMISSION HAS ADOPTED RULE 3A51-1 WHICH ESTABLISHES THE DEFINITION OF A "PENNY STOCK," FOR THE PURPOSES RELEVANT TO US, AS ANY EQUITY SECURITY THAT HAS A MARKET PRICE OF LESS THAN $5.00 PER SHARE OR WITH AN EXERCISE PRICE OF LESS THAN $5.00 PER SHARE, SUBJECT TO CERTAIN EXCEPTIONS. FOR ANY TRANSACTION INVOLVING A PENNY STOCK, UNLESS EXEMPT, RULE 15G-9 REQUIRE:





|· | that a broker or dealer approve a person's account for transactions in penny stocks; and                                                                         
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:



|· | obtain financial information and investment experience objectives of the person; and                                                                                                                                                                 
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:



|· | sets forth the basis on which the broker or dealer made the suitability determination; and                                                                                                                                                         
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | that the broker or dealer received a signed, written agreement from the investor prior to the transaction.                                                                                                                                         
|· | Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.





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SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.



Special Note Regarding Forward-Looking Statements

This filing contains forward-looking statements about our business, financial condition and prospects that reflect our management's assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict. When used in this filing, words such as, "believes," "expects", "intends", "plans", "anticipates", "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.



ITEM 2.  PROPERTIES.

The Company previously leased offices in 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190.  The monthly rent was $ 154 per month.



The Company's administrative office (at 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190) and support are currently provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.



Also the company has an office in Ukraine. Office is located at 35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine. Telephone number is (38057)3120306.



ITEM 3.  LEGAL PROCEEDINGS.

Since inception, none of the following have occurred with respect to a present or former director or executive officer of the Company: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





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ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.



No matters were submitted to shareholders for the year ended April 30, 2009.



PART II



ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common shares are not currently quoted on any exchange.

Holders

We have approximately 40 record holders of our common stock as of April 30, 2009.

Dividend Policy

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development of our business.

Equity Compensation Plan Information

Stock Option Plan

The Company, at the current time, has no stock option plan or any equity compensation plans.



ITEM 6.  SELECTED FINANCIAL DATA.

Not required.



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-K/A, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.



Management's Discussion and Analysis of Results of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the financial statements included herein.





|<index> | 9 | 
|------- | - | 
|       

PLAN OF OPERATION

We plan the following development stages for our enterprise:



|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.



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 consolidated 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.





|<index> | 10 | 
|------- | -- | 
|       



RECENT DEVELOPMENTS

As previously noted, a prototype of our unique technology of sea wave energy to electricity conversion, a result of 15 years of work improving the rotors, was tested at Suva, Fiji Islands, by the University of the South Pacific, and patented in 2005.



More recently, a full scale prototype of the Ocean Power Converter (OPC) with installed power up to 2 kW was manufactured and tested at the Experimental division of the Sevastopol Marine Hydrophysical Institute, Black Sea, Crimea Peninsula.



Further development of the construction of the OPC has led to the creation of a simpler, more reliable, less expensive OPC prototype. Estimations show that the costs of electrical power produced by the improved OPC does not exceed three cents per kWh. The pay-back term of each plant is approximately three to four months; therefore, the cost of each plant will be returned 12-15 times over its service lifetime.

RESULTS OF OPERATIONS

Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.

Revenue for the year ended April 30, 2009 was $0. We are in a development stage. We were organized in November 28, 2007 and have not generated revenues to date.

For the year ended April 30, 2009, the Company has recorded anet loss of $30,842. We incurred operating expense of $30,842 and these expenses consisted of General and Administrative expenses $6,342 and Professional expenses $24,500.



For the period from November 28, 2007 to April 30, 2009, the Company has recorded a net loss of $52,342. We incurred operating expense of $52,342 and these expenses consisted of General and Administrative expenses $15,342 and Professional expenses $37,000.



OFF-BALANCE SHEET ARRANGEMENTS



We have not entered into any 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 and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the extension of credit to the Company.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements, together with the Report thereon of Moore & Associates, Chartered, independent certified public accountants, are included elsewhere in Item 15 as F-1 through F-10.





|<index> | 11 | 
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|       



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended April 30, 2009 or any interim period.



We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.



ITEM 9A.  CONTROLS AND PROCEDURES (ITEM 9A(T))

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:





|- | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;                                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                           
|- | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|  |                                                                                                                                                                                                                                                                                                                                                                           
|- | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.                                                                                                                                                              



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  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.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.



As of the year ended April 30, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





|<index> | 12 | 
|------- | -- | 
|       



The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of the year ended April 30, 2009.



Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.



This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.



Management's Remediation Initiatives



In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:



We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.



Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.



We anticipate that these initiatives will be at least partially, if not fully, implemented by October 31, 2009.  Additionally, we plan to test our updated controls and remediate our deficiencies by October 31, 2009.



Changes in internal controls over financial reporting



There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.



ITEM 9B.  OTHER INFORMATION

None.





|<index> | 13 | 
|------- | -- | 
|       

PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth certain information with respect to our directors, executive officers and key employees.





|Name               | Age | Position                                                                 
|------------------ | --- | -------------------------------------------------------------------------
|Valentyna Stupenko | 40  | President, Chief Executive Officer,  Chief Financial Officer and director
|Yury Milkov        | 62  | Chief Technology Officer                                                 



VALENTYNA STUPENKO, President, Chief Executive Officer, Chief Financial Officer and Sole 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.



YURY MILKOV, Chief Technology Officer - Mr. 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.

Mr. Milkov is a graduate of the Dniepropetrovsk Metallurgical Institute (M.S. degree in 1979).



Compensation of Directors



We do not pay our Directors any fees in connection with their role as members of our Board. Directors are not paid for meetings attended at our corporate headquarters or for telephonic meetings Our Directors are reimbursed for travel and out-of-pocket expenses in connection with attendance at Board meetings. Each board member serves for a one year term until elections are held at each annual meeting.



Directors are elected at the Company's annual meeting of Stockholders and serve for one year until the next annual Stockholders' meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company reimburses all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.



Family Relationships



There are no family relationships on the Board of Directors.



Involvement In Certain Legal Proceedings



To the best of our knowledge, during the past five years, none of the following have occurred with respect to a present or former director or executive officer of the Company: (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 offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





|<index> | 14 | 
|------- | -- | 
|       



ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table



The following table sets forth for the fiscal year ended April 30, 2009, the compensation awarded to, paid to, or earned by, our Chief Executive Officer and our Chief Technology Officer whose total compensation was zero.



|Name and Principal Position                                            | Year      | Salary
($) | Bonus
($) | Stock Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($) | All Other
Compensation
($) | Total
($)
|---------------------------------------------------------------------- | --------- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | --------------------------------------------------------------------------- | -------------------------- | ---------
|VALENTYNA STUPENKO, President and Chief Executive Officer and director | 2008
2009 | -
-        | -
-       | -
-              | -
-               | -
-                                        | -
-                                                                         | -
-                        | -
-      
|YURY MILKOV, Chief Technology Officer                                  | 2008
2009 | -
-        | -
-       | -
-              | -
-               | -
-                                        | -
-                                                                         | -
-                        | -
-      

Outstanding Equity Awards At Fiscal Year-End Table

None.

Option Exercises And Stock Vested Table

None.

PENSION BENEFITS TABLE

None.

Nonqualified Deferred Compensation Table

None.

All Other Compensation Table

None.

Perquisites Table

None.

Potential Payments Upon Termination Or Change In Control Table

None.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.





|<index> | 15 | 
|------- | -- | 
|       



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding beneficial ownership of the common stock as of April 30, 2009, by (i) each person who is known by the Company to own beneficially more than 5% of the any classes of outstanding Stock, (ii) each director of the Company, (iii) each officer and (iv) all directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the address of each person is 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190.





|Title Of Class   | Name, Title and Address of Beneficial Owner of Shares              | Amount of Beneficial Ownership | Percent of Class
|---------------- | ------------------------------------------------------------------ | ------------------------------ | ----------------
|Before
Offering  | After
Offering                                                    
|Common Stock (1) | Valentyna StupenkoPresident, 
Chief Executive Officer and director | 7,500,000                      | 61.5 %          
|                 | Yury MilkovChief Technology Officer                                | 1,500,000                      | 12.3 %          

(1)   Based on 12,200,000 issued and outstanding shares of common stock.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.



There have been no material transactions during the past two years between us and any officer, director or any stockholder owning greater than 5% of our outstanding shares, nor any of their immediate family members except that the Company's administrative office (at 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190) and support are currently provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.





|<index> | 16 | 
|------- | -- | 
|       



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES



The following table sets forth fees related to services performed by Moore & Associates Chartered in 2008 and 2009:





|                       | 2009   | 2008  
|---------------------- | ------ | ------
|Audit Fees (1)         | $5,000 | $6,500
|Audit-Related Fees (2) | 0      | 0     
|Tax Fees (3)           | 0      | 0     
|All Other Fees (4)     | 0      | 0     
|                       |        |       
|Total                  | $5,000 | $6,500

(1)   Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.
  (2)   During 2008 and 2009, we did not incur fees for assurance services related to the audit of our financial statements and for services in connection with audits of our benefit plans, which services would be reported in this category.
  (3)   Tax fees principally included tax advice, tax planning and tax return preparation.
  (4)   Other fees related to registration statement reviews and comments.



Our Board of Directors have approved the inclusion of the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K/A for its fiscal year ended April 30, 2009 for filing with the SEC.



Pre-Approval Policies



The Board's policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.



The Board pre-approved all fees described above.





|<index> | 17 | 
|------- | -- | 
|       

PART IV



ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES



|3.1  | Articles of Incorporation (1)                                                                           
|---- | --------------------------------------------------------------------------------------------------------
|     |                                                                                                         
|3.2  | By-laws (1)                                                                                             
|     |                                                                                                         
|31.1 | Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
|     |                                                                                                         
|31.2 | Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)  
|     |                                                                                                         
|32.1 | Section 1350 Certification of the Chief Executive Officer (2)                                           
|     |                                                                                                         
|32.2 | Section 1350 Certification of the Chief Financial Officer (2)                                           

(1)   Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007.





|<index> | 18 | 
|------- | -- | 
|       



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of September 21, 2009.





| | By:  /s/ Valentyna Stupenko                                                 
| | ----------------------------------------------------------------------------
| | ____________________________Valentyna Stupenko President, CEO, CFO, Director



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.



|Signatures                                                              | Title                                                                 | Date              
|----------------------------------------------------------------------- | --------------------------------------------------------------------- | ------------------
|By:   /s/ Valentyna Stupenko________________________
Valentyna Stupenko | President, Chief Executive Officer, Chief Financial Officer, Director | September 21, 2009





|<index> | 19 | 
|------- | -- | 
|       



Ocean Energy Inc.





|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1
|------------------------------------------------------- | ---
|                                                        |    
|FINANCIAL STATEMENTS                                    | F-2
|                                                        |    
|BALANCE SHEETS                                          | F-2
|                                                        |    
|STATEMENTS OF OPERATIONS                                | F-3
|                                                        |    
|STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)            | F-4
|                                                        |    
|STATEMENTS OF CASH FLOWS                                | F-5
|                                                        |    
|NOTES TO FINANCIAL STATEMENTS                           | F-6





|<index> | 20 | <Financial TOC>
|------- | -- | ---------------
|       



Chang G. Park, CPA, Ph. D.·





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, 2009 and 2008 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended April 30, 2009 and 2008, and for the period from November 28, 2007 (inception) to April 30, 2009. 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, 2009 and 2008, and the result of its operations and its cash flows for the years then ended April 30, 2009 and 2008 and for the period from November 28, 2007 (inception) to April 30, 2009 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.









---



September 17, 2009
San Diego, CA. 92108









|<index> | F - 1
21 | <Financial TOC>
|------- | -------- | ---------------
|       



OCEAN ENERGY, INC.(A Development Stage Company)BALANCE SHEETS



|                                             |                                                                                                                                       |          | April 30, |        | April 30,
|-------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | -------- | --------- | ------ | ---------
|                                             |                                                                                                                                       |          | 2009      |        | 2008     
|                                             |                                                                                                                                       |          |           |        |          
|ASSETS                                       |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|Current Assets                               |                                                                                                                                       |          |           |        |          
|                                             | Cash                                                                                                                                  |          | $         | 199    |          
|                                             |                                                                                                                                       |          |           |        |          
|Total Assets                                 |                                                                                                                                       | $        | 199       |        | $        
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|LIABILITIES AND STOCKHOLDERS' EQUITY         |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|Current Liabilities                          |                                                                                                                                       |          |           |        |          
|                                             | Accounts payable and accrued expenses                                                                                                 |          | $         | 1 500  |          
|                                             | Loan from related party                                                                                                               |          | $         | 10 041 |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             | Total Current Liabilities                                                                                                             |          | $         | 11 541 |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|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, 2009 and 2008 | $        | 12 200    |        | $        
|                                             | Additional Paid in Capital                                                                                                            |          |           | 28 800 |          
|                                             |                                                                                                                                       |          |           |        |          
|Deficit Accumulated During Development Stage |                                                                                                                                       | (52 342) |           |        | (21 500) 
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|Total Stockholders' Equity (Deficit)         |                                                                                                                                       |          | (11 342)  |        |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|Total liabilities and stockholders' equity   |                                                                                                                                       | $        | 199       |        |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          
|                                             |                                                                                                                                       |          |           |        |          

The accompanying notes are an integral part of these statements





|<index> | F - 2
22 | <Financial TOC>
|------- | -------- | ---------------
|       



OCEAN ENERGY, INC.(A Development Stage Company)STATEMENTS OF OPERATIONS



|                                                    | For the year
ended
April 30,
2009 |            | From Inception
November 28,
2007 through
April 30,
2008 |   | From Inception
November 28,
2007 through
April 30,
2009
|--------------------------------------------------- | --------------------------------- | ---------- | ------------------------------------------------------- | - | -------------------------------------------------------
|                                                    |                                   |            |                                                         |   |                                                        
|Revenue:                                            |                                   |            |                                                         |   |                                                        
|                                                    | Revenue                           | $          | -                                                       |   | $                                                      
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    | Total Revenue                     |            | -                                                       |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|Expenses:                                           |                                   |            |                                                         |   |                                                        
|                                                    | General and Administrative        |            | 6 342                                                   |   |                                                        
|                                                    | Consulting, Legal and Accounting  |            | 24 500                                                  |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    | Total expenses                    |            | 30 842                                                  |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    | Loss before income taxes          |            | (30 842)                                                |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|Provision for income taxes                          |                                   | -          |                                                         |   | -                                                      
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    | Net loss                          | $          | (30 842)                                                |   | $                                                      
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|Basic and Diluted Earnings (Loss) per  Common Share | $                                 | (0.00)     |                                                         | $ | (0.00)                                                 
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|Weighted Average Number of Common Shares            |                                   | 12 200 000 |                                                         |   | 6 506 494                                              
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        
|                                                    |                                   |            |                                                         |   |                                                        

The accompanying notes are an integral part of these statements





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OCEAN ENERGY INC.(A Development Stage Company)STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)From Inception November 28, 2007 through April 30, 2009





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

The accompanying notes are an integral part of these statements





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OCEAN ENERGY INC.(A Development Stage Company)STATEMENTS OF CASH FLOWS



|                                                     | For the year ended
April 30, 2009                   |   | From Inception
November 28, 2007
through
April 30, 2008 |          | From Inception
November 28, 2007
through
April 30, 2009
|---------------------------------------------------- | --------------------------------------------------- | - | ------------------------------------------------------- | -------- | -------------------------------------------------------
|                                                     |                                                     |   |                                                         |          |                                                        
|Operating Activities:                                |                                                     |   |                                                         |          |                                                        
|                                                     | Net income (loss)                                   |   | $                                                       | (30 842) |                                                        
|                                                     | Stock issued for services                           |   |                                                         | -        |                                                        
|                                                     | Increase (decrease) in accounts payable             |   | $                                                       | 1 500    |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     | Net cash provided by (used in) operating activities |   |                                                         | (29 342) |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Investing Activities:                                |                                                     |   |                                                         |          |                                                        
|                                                     | (Purchases)/disposal of equipment                   |   |                                                         | -        |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     | Cash (used) in investing activities                 |   |                                                         | -        |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Financing Activities:                                |                                                     |   |                                                         |          |                                                        
|                                                     | Loan from to related party                          |   |                                                         | 10 040   |                                                        
|                                                     | Proceeds from the sale of Stock                     |   |                                                         | -        |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     | Net cash provided by (used in) financing activities |   |                                                         | 10 040   |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Net increase (decrease) in cash and cash equivalents |                                                     |   | (19 302)                                                |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Cash at beginning of the period                      |                                                     |   | 19 501                                                  |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Cash at end of the period                            |                                                     | $ | 199                                                     |          | $                                                      
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Supplemental Information:                            |                                                     |   |                                                         |          |                                                        
|Interest                                             |                                                     | $ | -                                                       |          | $                                                      
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Taxes                                                |                                                     | $ | -                                                       |          | $                                                      
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|Non-cash transactions:                               |                                                     |   |                                                         |          |                                                        
|                                                     | Stock Issued for Services                           |   |                                                         | -        |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        
|                                                     |                                                     |   |                                                         |          |                                                        

The accompanying notes are an integral part of these statements





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



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 CEO of our 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 Sates of America and are presented in US Dollars. The Company's fiscal year end is April 30.



Cash Balance



The Company account is in aBB&T Bank, Virginia, USA. As of April 30, 2009 the Company cash balance in bank is $ 199.00.



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, 2009 there were no cash equivalents.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



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.



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



The Company accounts for its stock based compensation based upon provisions in SFAS No. 123, Accounting for Stock-Based Compensation.  In this statement stock based compensation is divided into two general categories, based upon who the stock receiver is, namely: employees/directors and non-employees/directors.  The employees/directors category is further divided based upon the particular stock issuance plan, namely compensatory and non-compensatory.  The employee/directors non-compensatory securities are recorded at the sales price when the stock is sold.  The compensatory stock is calculated and recorded at the securities' fair value at the time the stock is given.  SFAS 123 also provides that stock compensation paid to non-employees be recorded with a value which is based upon the fair value of the services rendered or the value of the stock given, whichever is more reliable.  The Company has selected to utilize the fair value of the stock issued as the measure of the value of services obtained.



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 is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7.  The Company's planned principal operations have not fully commenced.



Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



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, 2009 of $52,342.



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.



NOTE 4.  PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.  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 be not 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:  RELATED PARTY TRANSACTIONS



As of April 30, 2009 the Company has concluded a Personal Loan Agreements with CEO Valentyna Stupenko and with Artem Madatov. The loan is in the amount of $10,041 and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



NOTE 6.  STOCKHOLDERS EQUITY



The Company is authorized to issue 75,000,000 common shares with a $0.001 par value. As of April 30, 2009, 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 7.  OFFICE LEASE

TheCompany leased offices in Las Vegas, Nevada from Davinci Company. The term of the lease was 12 months and terminated February 21, 2009. The monthly rent was $ 154 per month.

The Company's administrative office and support are provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.



NOTE 8.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) and their effect on the Company.



In April 2009, the FASB issued FSP No. FAS 157-4, "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" ("FSP FAS 157-4").  FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.



In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities."  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company's results of operations, financial condition or cash flows.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



NOTE 8.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)



In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").  FSP FAS 132(R)-1 requires additional fair value disclosures about employers' pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.



In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company's results of operations, financial condition or cash flows.



In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities," and  FASB  Interpretation 46 (revised December 2003), "Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51," as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company's financial statements.  The changes would be effective March 1, 2010, on a prospective basis.



In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



NOTE 8.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)



In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles".  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time.



In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.



In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.





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OCEAN ENERGY INC.(A Development Stage Company)NOTES TO FINANCIAL STATEMENTSApril 30, 2009



NOTE 8.  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)



In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations'.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.



In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its financial statements.





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