**Exhibit 31.2**

** **

**CERTIFICATIONS**

 

I, Steven Sanit, certifythat:

 

1.                       I have reviewedthis quarterly report on Form 10-QSB of Ocean Resources, Inc.

 

2.                       Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report.

 

3.                       Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report.

 

4.                       The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Actrules 13a-14 and 15d-l6) for the registrant and have:

 

A)                          designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

B)                            evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the “evaluationdate”); and

C)                            presented inthis quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the evaluation date.

 

5.                       The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent functions):

 

A)                          all significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

B)                            any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls.

 

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6.                       The registrant’sother certifying officers and I have indicated in this quarterly report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
|  Date:  November 19, 2004 |   |
|--------------------------------|--------|
|                           |   |
| */s/*Steven Sanit              |   |
| Steven  Sanit                  |   |
| Chief  Financial Officer       |   |

 

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