U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: September 30, 2002

Commission file no.:   000-49750


                              Ocean Resources, Inc.
          ------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Delaware                                            33-0857223
------------------------------------                    -----------------------
(State or other jurisdiction of                         (I.R.S.Employer
incorporation or organization)                               Identification No.)

232A Royal Palm Way
Palm Beach, Florida                                             33480
------------------------------------------              -----------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number:  (561) 822-9995

Securities registered under Section 12(b) of the Act:

     Title of each class                                 Name of each exchange
                                                           on which registered
         None                                                   None
-----------------------------------                -----------------------------

Securities registered under Section 12(g) of the Act:

                    Common Stock, $0.0001 par value per share
            --------------------------------------------------------
                                (Title of class)

Copies of Communications Sent to:

           Mintmire & Associates               Carmine Bua, Esq.
           265 Sunrise Avenue, Suite 204       3838 Camino Del Rio N, Suite 333
           Palm Beach, FL 33480                San Diego, CA 92108
           Tel: (561) 832-5696                 Tel: (619) 280 8000
           Fax: (561) 659-5371                 Fax: (619) 280 8001



<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 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
                      ----             ----

     As of September 30, 2002,  there were 25,008,407  shares of voting stock of
the registrant issued and outstanding.
















<PAGE>



                                     PART I

                              FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

     The  consolidated  financial  statements  of  Ocean  Resources,   Inc.  and
subsidiaries  (collectively,  the  "Company"),  included  herein were  prepared,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission.  Because certain information and notes normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America were  condensed or omitted  pursuant to
such  rules  and  regulations,  these  financial  statements  should  be read in
conjunction  with the financial  statements  and notes  thereto  included in the
audited  financial  statements of the Company as included in the Company's  Form
10- KSB for the year ended June 30, 2002.


                          INDEX TO FINANCIAL STATEMENTS



Consolidated Balance Sheets..................................................F-2

Consolidated Statements of Operations and Comprehensive Operations...........F-3

Consolidated Statements of Stockholders' Deficit.............................F-4

Consolidated Statements of Cash Flows........................................F-5

Notes to Consolidated Financial Statements...................................F-6

















                                       F-1

<PAGE>




<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                           Consolidated Balance Sheets



                                                                                   Three Months
                                                                                       Ended          Year Ended
                                                                                September 30, 2002   June 30, 2002
                                                                                ------------------- ---------------
                                                                                    (unaudited)
                                     ASSETS
<S>                                                                             <C>                 <C>
CURRENT ASSETS
   Cash                                                                         $            97,206 $         6,689
   Accounts receivable                                                                          488             619
                                                                                ------------------- ---------------

           Total Current Assets                                                              97,694           7,308
                                                                                ------------------- ---------------

PROPERTY AND EQUIPMENT
   Equipment                                                                                620,400         609,806

      Less: Accumulated depreciation                                                       (125,546)       (110,936)
                                                                                ------------------- ---------------

            Total Property and Equipment                                                    494,854         498,870
                                                                                ------------------- ---------------

Total Assets                                                                    $           592,548 $       506,178
                                                                                =================== ===============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable                                                             $           107,279 $        95,255
   Short-term loans                                                                       1,102,452         891,518
                                                                                ------------------- ---------------

            Total Current Liabilities                                                     1,209,731         986,773
                                                                                ------------------- ---------------

Total Liabilities                                                                         1,209,731         986,773
                                                                                ------------------- ---------------

STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value, authorized 20,000,000 shares;
     none issued                                                                                  0               0
   Common stock, $0.0001 par value, authorized 150,000,000 and
       1,000,000 shares; 25,008,407 issued and outstanding                                    2,500           2,500
   Additional paid-in capital                                                                (2,150)         (2,150)
   Accumulated comprehensive income (loss)                                                  (33,867)        (25,371)
   Accumulated deficit                                                                     (583,666)       (455,574)
                                                                                ------------------- ---------------

            Total Stockholders' Deficit                                                    (617,183)       (480,595)
                                                                                ------------------- ---------------

Total Liabilities and Stockholders' Deficit                                     $           592,548 $       506,178
                                                                                =================== ===============
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>






<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
       Consolidated Statements of Operations and Comprehensive Operations
                        Three Months Ended September 30,
                                   (Unaudited)




                                                                   2002                2001
                                                            ------------------- ------------------

<S>                                                         <C>                 <C>
REVENUES                                                    $                 0 $          418,007

COST OF SALES                                                                 0            173,441
                                                            ------------------- ------------------

          Gross margin                                                        0            244,566
                                                            ------------------- ------------------

OPERATING EXPENSES
   General and administrative                                           115,536            124,054
   Depreciation                                                          12,557             12,678
                                                            ------------------- ------------------

          Total operating expenses                                      128,093            136,732
                                                            ------------------- ------------------

Operating income (loss)                                                (128,093)           107,834
                                                            ------------------- ------------------

OTHER INCOME (EXPENSE)
   Interest income                                                            0                  7
   Gain (loss) on sale of fixed assets                                        0                  0
   Foreign currency transaction gain (loss)                                   0                  0
                                                            ------------------- ------------------

          Total other income (expense)                                        0                  7
                                                            ------------------- ------------------

Net income (loss)                                                      (128,093)           107,841

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                              (8,496)            (6,031)
                                                            ------------------- ------------------

Comprehensive income (loss)                                 $          (136,589)$          101,810
                                                            =================== ==================

Net loss per weighted average share, basic                  $             (0.01)$           143.79
                                                            =================== ==================

Weighted average number of shares                                    25,008,407                750
                                                            =================== ==================
</TABLE>













     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>






<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                Consolidated Statements of Stockholders' Deficit



                                                                                      Accumulated
                                         Number                          Additional      Comp.                       Total
                                            of      Preferred  Common     Paid-in       Income      Accumulated  Stockholders'
                                         Shares       Stock     Stock     Capital        (Loss)      Deficit        Deficit
                                        ----------- -------- ----------- ---------- --------------- ------------ --------------

BEGINNING BALANCE,
<S>                                     <C>         <C>      <C>         <C>        <C>             <C>          <C>
June 30, 2000                                     0 $      0 $         0 $        0 $             0 $          0 $            0

Year Ended June 30, 2001:
------------------------
   Shares issued for cash                       750        0         151          0               0            0            151
   Other comprehensive income (loss)              0        0           0          0           6,167            0          6,167

Net loss                                          0        0           0          0               0     (191,915)      (191,915)
                                        ----------- -------- ----------- ---------- --------------- ------------ --------------

BALANCE, June 30, 2001                          750        0         151          0           6,167     (191,915)      (185,597)

Year Ended June 30, 2002:
   Reverse merger                        10,741,636        0         922       (723)              0            0            199
   Shares contributed to the company     (7,400,000)       0        (740)       740               0            0              0
   7.5 for 1 forward split               21,666,021        0       2,167     (2,167)              0            0              0
   Other comprehensive income (loss)              0        0           0          0         (31,538)           0        (31,538)

Net loss                                          0        0           0          0               0     (263,658)      (263,658)
                                        ----------- -------- ----------- ---------- --------------- ------------ --------------

BALANCE, June 30, 2002                   25,008,407        0       2,500     (2,150)        (25,371)    (455,573)      (480,594)

Three Months Ended September 30, 2002:
(unaudited)
   Other comprehensive income (loss)              0        0           0          0          (8,496)           0         (8,496)

Net loss                                          0        0           0          0               0     (128,093)      (128,093)
                                        ----------- -------- ----------- ---------- --------------- ------------ --------------

ENDING BALANCE, September 30, 2002,
unaudited                                25,008,407 $      0 $     2,500 $   (2,150)$       (33,867)$   (583,666)$     (617,183)
                                        =========== ======== =========== ========== =============== ============ ==============
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                      Consolidated Statements of Cash Flows
                        Three Months Ended September 30,
                                   (Unaudited)



                                                                              2002                2001
                                                                       ------------------  -------------------
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
<S>                                                                    <C>                 <C>
Net loss                                                               $         (128,093) $           107,841
Adjustments to reconcile net loss to net cash used for development
activities
   Depreciation                                                                    12,557               12,678
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                         141               35,610
   Increase (decrease) in accounts payable                                         11,389               52,926
                                                                       ------------------  -------------------

Net cash used by development activities                                          (104,006)             209,055
                                                                       ------------------  -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                   0              (39,416)
   Disposal of property and equipment                                                   0                    0
                                                                       ------------------  -------------------

Net cash used by investing activities                                                   0              (39,416)
                                                                       ------------------  -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loan                                                  193,510                    0
   Payments on short-term debt                                                          0              (79,697)
   Stock sold for cash                                                                  0                    0
                                                                       ------------------  -------------------

Net cash provided by financing activities                                         193,510              (79,697)
                                                                       ------------------  -------------------

Effect of exchange rates on cash                                                    1,013                2,920
                                                                       ------------------  -------------------

Net increase (decrease) in cash                                                    90,517               92,862

CASH, beginning of period                                                           6,689               28,418
                                                                       ------------------  -------------------

CASH, end of period                                                    $           97,206  $           121,280
                                                                       ==================  ===================
</TABLE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Non-Cash Financing Activities:   None








     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements
               (Information with regard to the three months ended
                      September 2002 and 2001 is unaudited)


(1) Summary of Significant Accounting Principles
     The Company Ocean Resources, Inc. is a Delaware chartered corporation which
     conducts business from its headquarters in Palm Beach, Florida. The Company
     was  incorporated  on April 14, 1999. On May 23, 2002, the Company  changed
     its name to Ocean Resources,  Inc. The Company's  operations  encompass all
     aspects of maritime salvage.

     The financial  statements  have been prepared in conformity with accounting
     principles  generally  accepted  in the United  States.  In  preparing  the
     financial  statements,   management  is  required  to  make  estimates  and
     assumptions  that affect the reported  amounts of assets and liabilities as
     of the date of the statements of financial condition and operations for the
     period  then ended.  Actual  results  may differ  significantly  from those
     estimates.

     The  following  summarize  the more  significant  accounting  and reporting
     policies and practices of the Company:

     a) Use of estimates In preparing  the  consolidated  financial  statements,
     management is required to make  estimates and  assumptions  that affect the
     reported amounts of assets and liabilities as of the date of the statements
     of financial condition,  and revenues and expenses for the year then ended.
     Actual results may differ significantly from those estimates.

     b) Significant  acquisitions On April 22, 2002, the Company entered into an
     agreement to acquire 100% of the issued and  outstanding  common  shares of
     Danepath,  Ltd., a United Kingdom company, and Titanic Explorations,  Ltd.,
     (TEL), a British Virgin Islands  Company,  in exchange for 2,333,334 shares
     of common stock of the Company, in a reverse merger, which is accounted for
     as a recapitalization of Danepath and TEL.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include  the  accounts  of  Ocean  Resources,  Inc.  and its  subsidiaries.
     Inter-company   balances  and  transactions   have  been  eliminated.   The
     historical  financial  statements of Danepath  have been  presented for the
     period prior to the reverse merger.

     d) Net loss per share Basic is  computed  by  dividing  the net loss by the
     weighted average number of common shares outstanding during the period.

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives, generally three, five or
     seven  years,  using  the  10%  declining  balance  method.  Upon  sale  or
     retirement,  the costs and related accumulated  depreciation are eliminated
     from their respective accounts,  and the resulting gain or loss is included
     in the results of operations.  Repairs and maintenance charges which do not
     increase  the  useful  lives of the assets are  charged  to  operations  as
     incurred. Depreciation expense was $12,557 and $12,678 for the three months
     ended September 30, 2002 and 2001, respectively.

     f) Foreign currency transaction and translation gains(losses) The principal
     operations  of  the  Company  are  located  in  the  United  Kingdom.  On a
     consolidated basis the Company's reporting currency is the US Dollar.





                                       F-6

<PAGE>



                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles (Continued)

     g)  Comprehensive  income  The  Company  reports  comprehensive  income  in
     accordance with FASB Statement No. 130. "Reporting  Comprehensive  Income".
     This statement establishes standards for reporting  comprehensive income in
     financial   statements.    Material   components   of   Accumulated   Other
     Comprehensive  Income must also be disclosed.  This statement only modifies
     disclosures, including financial statement disclosures, and does not result
     in other  changes to the  results or  financial  position  of the  Company.
     Accordingly,   Comprehensive   Income  is  included  in  the  Statement  of
     Operations, while Accumulated Other Comprehensive (Loss) Income is included
     in the  Shareholders'  Deficit  section of the balance  Sheet.  Amounts are
     reported  net of tax and  include  gains  and  losses on  foreign  currency
     translation adjustments.

     h) Interim  financial  information  The financial  statements for the three
     months  ended  September  30, 2002 and 2000 are  unaudited  and include all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the three months are not indicative of a full year results.

(2)  Stockholders'  Equity The  Company  has  authorized  150,000,000  shares of
     $0.0001 par value  common stock and  20,000,000  shares of $0.001 par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     8,400,000 and no shares of common and preferred stock, respectively, issued
     and  outstanding  at  September  30, 2001.  On April 22, 2002,  the Company
     issued 2,333,333  shares of common stock to effect the reverse  acquisition
     of Danepath  and TEL. On April 22, 2002,  7,400,000  shares of common stock
     were  contributed  back to the  Company.  On June  27,  2002,  the  Company
     completed a 7.5 for 1 forward split of its common stock.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  has  net  operating  loss
     carry-forwards for income tax purposes of approximately $583,700,  expiring
     $128,100, $263,700, $191,900 at June 30, 2023, 2022 and 2021, respectively.

     The amount  recorded as  deferred  tax assets as of  September  30, 2002 is
     $117,000,   which  represents  the  amount  of  tax  benefit  of  the  loss
     carryforward.  The Company has  established a valuation  allowance  against
     this  deferred  tax asset,  as the  Company  has no  history of  profitable
     operations.

(4)  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.  As shown in
     the accompanying consolidated financial statements,  the Company incurred a
     net loss of $446,000 for the period since  inception  ended  September  30,
     2002.  The  ability  of the  Company  to  continue  as a going  concern  is
     dependent upon commencing  profitable  operations and obtaining  additional
     capital and financing.  The Company expects to raise additional funds via a
     private placement of either equity or debt. The financial statements do not
     include any adjustments that might be necessary if the Company is unable to
     continue as a going concern.

(5)  Short-Term Note Payable In fiscal 2001, the Company's subsidiary received a
     $672,000  short-term,  non-interest bearing demand loan from a third party.
     During  fiscal 2002,  unrelated  parties  loaned the Company  approximately
     $146,000 as short-term,  non-interest  bearing  demand notes.  In the first
     quarter of fiscal  2003,  the Company  received  approximately  $284,000 as
     short-term, non-interest bearing demand notes.


                                       F-7

<PAGE>


                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements



(6)  Commitments and  Contingencies The Company currently leases warehouse space
     in the United Kingdom on a month-to-month basis, at a rate of approximately
     $455 per month, or $5,460 per year.

     Under the terms of the Joint Venture,  International  Recovery Group,  LLC,
     (IRG),  through its wholly owned subsidiary,  TEL, the Company is committed
     to  providing  the  research  and  exploration  vessel  and  personnel  and
     equipment expertise.  The Company intends to utilize the SV Explorer, owned
     by its other wholly owned subsidiary, Danepath, for this Joint Venture. IRG
     is required to raise sufficient funds to fund the Joint Venture's expenses.
     The Company  currently  expects to move the SV Explorer to the Jamaica area
     in November 2002, in anticipation of the beginning of this Joint Venture.

(7)  Related  Parties In March 2002,  Argosy  International,  LLC  assigned  its
     membership  interest in IRG to Titanic  Explorations,  Ltd.,  (TEL),  a now
     wholly owned subsidiary of the Company.




                                       F-8




<PAGE>



Item 2. Management's Discussion and Analysis

General

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-QSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.

Discussion and Analysis

     The Company was originally incorporated as Clip 'N Pierce Fashions, Inc. on
April 14, 1999. It changed its name to the current name in  connection  with the
acquisition of Danepath Ltd., a United Kingdom company  ("Danepath") and Titanic
Explorations  Limited (BVI), a British Virgin Islands  company  ("TEL") on April
22, 2002 (the  "Agreement").  The Company's  common stock is presently quoted on
the Over the Counter Bulletin Board. Its executive offices are presently located
at the office of its Chief Financial  Officer Stephen Durland at 232A Royal Palm
Way, Palm Beach,  Florida 33480.  Its telephone number is (561) 822-9995 and its
facsimile number is (561) 822-9942.

     Danepath is in the business of deep water exploration and owns and operates
ships,  Remote  Operated  Vehicles  and  employs  a  professional  team who have
collaborated in several successful maritime recovery projects.

     The TEL assets include a proprietary  library of research and  intelligence
on shipwrecks which define the detail of their valuable cargo. TEL is also a 50%
participant  in  International  Recovery  Group LLC, a Nevis  Limited  Liability
Company  ("IRG") a joint  venture  established  for the purpose of locating  and
recovering valuable cargo from various shipwrecks.

                                       13

<PAGE>



Subsidiaries and Joint Ventures

     Danepath Ltd. was established in June 2000 as a wholly owned United Kingdom
subsidiary of RMS Titanic,  Inc.  Danepath Ltd.  acquired the 178 foot, 1050 ton
research  vessel SV Explorer that was utilized in the 2000 expedition to the RMS
Titanic  wreck  site.  The vessel was built by and  purchased  from the  Natural
Environment  Research Council, a British  governmental  agency.  During the 2000
Titanic expedition,  RMS Titanic,  Inc. utilized the SV Explorer for fifty-three
days. At the end of the 2000 Titanic expedition, the SV Explorer was utilized in
other search and recovery operations conducted by RMS Titanic,  Inc. In 2002 and
2001, Danepath Ltd. contracted and successfully  completed  specialized recovery
work for several major European companies.

     IRG  was  established  in  March  2002  for the  purpose  of  locating  and
recovering  valuable  cargo  from  important  shipwrecks.  TEL  will  contribute
expertise and  equipment to IRG projects and as Project  Manager will manage all
aspects of recovery operations of all IRG projects. IRG will engage in a minimum
of three government projects; the first covers the territorial waters of Jamaica
and is  progressing  into its first on-site  stage.  IRG also holds an exclusive
license to the proprietary ATLIS technology platform.

     In September 2002,  Ocean  Resources,  Inc., a Delaware  corporation,  (the
"Company" or "ORI") issued 60,000  shares of its  restricted  common stock to IC
Capital, LLC, who was engaged to perform investor relations consulting on behalf
of the Company.  For such offering,  the Company relied upon Section 4(2) of the
Act, the 506 Exemption  and Section  11.602 of the Maryland  Code,  although the
Company  failed to file any form with the Office of Maryland  Attorney  General,
Division of Securities.

     Results of Operations  -For the Three Months Ending  September 30, 2002 and
     September 30, 2001

Financial Condition, Capital Resources and Liquidity

     For the  first  quarter  ended  September  30,  2002 and  2001 the  Company
recorded revenues of $0 and $418,000, respectively.

     For the first  quarter  ended  September  30, 2002 and 2001 the Company had
salary expenses of $10,000 and $0, respectively.

     For the first quarter ended September 30, 2002 and 2001, the Company had on
a consolidated  unaudited basis general and administrative  expenses of $105,500
and $124,000, respectively.

     For the first quarter ended September 30, 2002 and 2001, the Company had on
a  consolidated  unaudited  basis  total  operating  expenses  of  $128,100  and
$136,700, respectively.

Net Losses


                                       14

<PAGE>



     For the first  quarter  ended  September  30,  2002 and 2001,  the  Company
reported a net loss and net income from operations  excluding  foreign  currency
translation of $128,100 and $107,800, respectively.

     There can be no  assurance  that the  Company's  financial  condition  will
improve.  The Company is expected to continue to have minimal working capital or
a working capital deficit as a result of current liabilities.

     The Company is  currently  evaluating  its  options for raising  additional
working capital via a private placement of either debt or equity.

Employees

     At  September  30, 2002,  the Company had a total of 4 employees.  None are
represented by a labor union for purposes of collective bargaining.  The Company
considers its relations with its employees to be excellent. The Company plans to
employ additional personnel as needed.

Research and Development Plans

     There are no plans for research and development in the foreseeable  future,
nor are any expenses in connection with research and development expected.

         Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

                                       15

<PAGE>



Item 3.  Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Quarterly Report on Form 10-QSB contains any untrue statement of a
     material  fact or omits  to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     Quarterly Report on Form 10-QSB, and

     (ii) the financial statements,  and other financial information included in
     this  Quarterly  Report on Form  10-QSB,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company as of, and for, the periods  presented in this Quarterly Report
     on Form 10- QSB.

     There have been no significant  changes in the Company's  internal controls
or in other  factors since the date of the Chief  Executive  Officer's and Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

PART II

Item 1. Legal Proceedings.

         None.

Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

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

     No matter was  submitted,  during the quarter  ending  September  30, 2002,
covered by this report,  to a vote of the  Company's  shareholders,  through the
solicitation of proxies or otherwise.

Item 5. Other Information

         None.




                                       16

<PAGE>


Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.             Description
----------------------------------------------------------------------
99.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *       Sarbanes-Oxley Certification by Chief Financial Officer.
--------------------------------------------------

*    Filed herewith

     (b) No Reports on Form 8-K have been filed.




                                   SIGNATURES

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

                              Ocean Resources, Inc.
                             ---------------------
                                  (Registrant)

Date: November 18, 2002    By:/s/ Graham Jessop
                           --------------------------------------------------
                           Graham Jessop, Chairman, Chief Executive Officer
                           and President

                           By:/s/ Stephen Durland
                           --------------------------------------------------
                           Stephen Durland, Chief Financial Officer

<PAGE>

I, Graham Jessop, certify that:

     1. I have reviewed this quarterly report on form 10-QSB of Ocean Resources,
Inc.

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

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

A)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

B)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

A)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

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

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors  thatcould  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

/s/ Graham Jessop
-----------------------------------------
Graham Jessop
Chief Executive Officer (or equivalent)


<PAGE>


I, Stephen Durland, certify that:

     1. I have reviewed this quarterly report on form 10-QSB of Ocean Resources,
Inc.

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

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

A)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

B)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

A)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

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

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 15, 2002

/s/ Stephen Durland
---------------------------------------
Stephen Durland
Chief Executive Officer (or equivalent)