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: March 31, 2003

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.)

P.O. Box 1175
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
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696
                                      Fax: (561) 659-5371



<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 March 31, 2003,  there were 25,008,407  shares of voting stock of the
registrant issued and outstanding.







































<PAGE>



PART I

Item 1. Financial Statements

                          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



                                                                              Nine Months
                                                                                 Ended          Year Ended
                                                                             March 31, 2003    June 30, 2002
                                                                           ------------------ --------------
                                                                            (unaudited)
<S>                                                                        <C>                <C>
     ASSETS
CURRENT ASSETS
   Cash                                                                    $                0 $        6,689
   Accounts receivable                                                                     96            619
                                                                           ------------------ --------------

           Total Current Assets                                                            96          7,308
                                                                           ------------------ --------------

PROPERTY AND EQUIPMENT
   Equipment                                                                          182,684        609,806

      Less: Accumulated depreciation                                                  (31,995)      (110,936)
                                                                           ------------------ --------------

            Total Property and Equipment                                              150,689        498,870
                                                                           ------------------ --------------

Total Assets                                                               $          150,785 $      506,178
                                                                           ================== ==============

     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Bank overdraft                                                          $           26,313 $            0
   Accounts payable                                                                   203,172         95,255
   Accrued salaries                                                                   165,658              0
   Short-term loans                                                                    56,176        891,518
                                                                           ------------------ --------------

            Total Current Liabilities                                                 451,319        986,773
                                                                           ------------------ --------------

Total Liabilities                                                                     451,319        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                                                          (2,149)        (2,150)
   Accumulated comprehensive income (loss)                                            (35,175)       (25,371)
   Accumulated deficit                                                               (265,710)      (455,574)
                                                                           ------------------ --------------

            Total Stockholders' Deficit                                              (300,534)      (480,595)
                                                                           ------------------ --------------

Total Liabilities and Stockholders' Deficit                                $          150,785 $      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
                                   (Unaudited)




                                                       Three Months Ended                    Nine Months Ended
                                                            March 31,                            March 31,
                                               ----------------------------------- --------------------------------------
                                                    2003              2002                2003               2002
                                               --------------- ------------------- ------------------ -------------------

<S>                                            <C>             <C>                 <C>                <C>
REVENUES                                       $             0 $                 0 $          525,069 $           503,245

COST OF SALES                                              354              52,731            471,837             348,831
                                               --------------- ------------------- ------------------ -------------------

          Gross margin                                    (354)            (52,731)            53,232             154,414
                                               --------------- ------------------- ------------------ -------------------

OPERATING EXPENSES
   Salaries                                             75,000                   0            165,658                   0
   General and administrative                           68,432              20,440            214,023             187,868
   Depreciation                                          3,618               9,026             29,138              34,522
                                               --------------- ------------------- ------------------ -------------------

          Total operating expenses                     147,050              29,466            408,819             222,390
                                               --------------- ------------------- ------------------ -------------------

Operating income (loss)                               (147,404)            (82,197)          (355,587)            (67,976)
                                               --------------- ------------------- ------------------ -------------------

OTHER INCOME (EXPENSE)
   Interest income                                           0                   1                  0                  11
   Gain (loss) on sale of fixed assets                 545,451                   0            545,451                (574)
   Foreign currency transaction gain (loss)                  0                   0                  0                   0
                                               --------------- ------------------- ------------------ -------------------

          Total other income (expense)                 545,451                   1            545,451                (563)
                                               --------------- ------------------- ------------------ -------------------

Net income (loss)                                      398,047             (82,196)           189,864             (68,539)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)             12,025               4,075             (9,804)             (4,226)
                                               --------------- ------------------- ------------------ -------------------

Comprehensive income (loss)                    $       410,072 $           (78,121)$          180,060 $           (72,765)
                                               =============== =================== ================== ===================

Net loss per weighted average share, basic     $          0.02 $           (109.60)$             0.01 $            (91.38)
                                               =============== =================== ================== ===================

Weighted average number of shares                   25,008,407                 750         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    (191,916)     (191,916)
                                            ---------- --------- --------- --------- -------------- ----------- -------------

BALANCE, June 30, 2001                             750         0       151         0          6,167    (191,916)     (185,598)

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)   (455,574)     (480,595)

Nine Months Ended March 31, 2003: unaudited
   Other comprehensive income (loss)                 0         0         0         0         (9,804)          0        (9,804)

Net income                                           0         0         0         0              0     189,864       189,864
                                            ---------- --------- --------- --------- -------------- ----------- -------------

ENDING BALANCE, March 31, 2003,
unaudited                                   25,008,407 $       0 $   2,500 $  (2,150)$      (35,175)$  (265,710)$    (300,535)
                                            ========== ========= ========= ========= ============== =========== =============
</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
                           Nine Months Ended March 31,
                                   (Unaudited)



                                                                                     2003           2002
                                                                                -------------   ------------
<S>                                                                             <C>             <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net income (loss)                                                               $     189,864   $    (68,539)
Adjustments to reconcile net loss to net cash used for development
activities
   Depreciation                                                                        29,138         34,522
   (Gain) loss on sale of fixed assets                                               (545,451)           574
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                             538         44,120
   Increase (decrease) in accrued salaries                                            165,658              0
   Increase (decrease) in accounts payable                                            106,764        (21,899)
                                                                                -------------   ------------

Net cash used by development activities                                               (53,489)       (11,222)
                                                                                -------------   ------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                       0        (51,349)
   Disposal of property and equipment                                                       0            576
                                                                                -------------   ------------

Net cash used by investing activities                                                       0        (50,773)
                                                                                -------------   ------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from cash overdraft                                                        26,204              0
   Proceeds from short-term loan                                                       32,080         38,253
   Payments on short-term debt                                                              0              0
   Stock sold for cash                                                                      0              0
                                                                                -------------   ------------

Net cash provided by financing activities                                              58,284         38,253
                                                                                -------------   ------------

Effect of exchange rates on cash                                                      (11,484)          (103)
                                                                                -------------   ------------

Net increase (decrease) in cash                                                        (6,689)       (23,845)

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

CASH, end of period                                                             $           0   $      4,573
                                                                                =============   ============
</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 nine months
                   ended March 31, 2003 and 2002 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 $29,138 and $34,522 for the nine months
     ended March 31, 2003 and 2002, 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.

     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.


                                       F-6

<PAGE>



                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements


(1)  Summary of Significant Accounting Principles (Continued)

     h) Interim  financial  information  The financial  statements  for the nine
     months  ended  March  31,  2003 and  2002 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 nine 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  $265,700,  expiring
     ($189,900),   $263,900,   $191,700  at  June  30,  2023,   2022  and  2021,
     respectively.

     The amount recorded as deferred tax assets as of March 31, 2003 is $66,425,
     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 $265,700 for the period since  inception  ended March 31, 2003.
     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
     $263,000 as short-term,  non-interest  bearing  demand notes.  In the first
     half  of  fiscal  2003,  the  Company  received  approximately  $32,000  as
     short-term,  non-interest  bearing  demand notes.  On January 17, 2003, the
     Company, through its wholly-owned subsidiary Danepath, Ltd., entered into a
     Settlement Agreement with RMS Titanic, Inc., Argosy International, Ltd. and
     Graham Jessop. Under the terms of this Agreement,  Danepath transferred the
     SV  Explorer,  a  salvage  vessel,  to RMS  Titanic  in  exchange  for  the
     cancellation  of a  short-term  debt owed by Danepath to RMS  Titanic.  The
     Company carried the Explorer at a net book value of $348,657. The debt owed
     to RMS Titanic  was  $907,505 at  December  31,  2002.  As a result of this
     Agreement, the Company recorded a net gain of $545,451 in its third quarter
     financials.

(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

                                       F-7

<PAGE>


                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements


(6)  Commitments  and  Contingencies  (Continued)  equipment  expertise.  IRG is
     required to raise  sufficient  funds to fund the Joint Venture's  expenses.
     The Company had planned to utilize the SV Explorer for this Joint  Venture,
     however  since the Company no longer owns the  Explorer,  (see note 8), the
     Company will rent another salvage vessel in its place.

(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.

(8)  Fixed  Asset  Disposal  On January  17,  2003,  the  Company,  through  its
     wholly-owned subsidiary Danepath, Ltd., entered into a Settlement Agreement
     with RMS Titanic, Inc., Argosy International, Ltd. and Graham Jessop. Under
     the  terms of this  Agreement,  Danepath  transferred  the SV  Explorer,  a
     salvage  vessel,  to RMS  Titanic in  exchange  for the  cancellation  of a
     short-term  debt owed by Danepath to RMS Titanic.  The Company  carried the
     Explorer at a net book value of $348,657.  The debt owed to RMS Titanic was
     $907,505 at December 31, 2002. As a result of this  Agreement,  the Company
     will recorded a net gain of $545,451 in its third quarter financials.

                                       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 P.O. Box 1175,
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  owning and
operating  salvage 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.

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


<PAGE>



     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.  In January 2003, the Explorer was transferred to RMS
Titanic, Inc. in exchange for the cancellation of debt owed to RMS Titanic, Inc.
by Danepath.

     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.

Results of Operations -For the Three Months Ending March 31, 2003 and 2002

Financial Condition, Capital Resources and Liquidity

     In the third  quarter  ended March 31,  2003 and 2002 the Company  recorded
revenues of $0 and $0, respectively.

     In the third  quarter  ended March 31, 2003 and 2002 the Company had salary
expenses  of  $75,000  and $0,  respectively.  In  October  2002,  the  Board of
Directors approved three year employment  agreements for the Company's President
and CFO.  These  agreements  call for salaries of $15,000 and $10,000 per month,
beginning on September 1, 2002.

     In the third quarter  ended March 31, 2003 and 2002,  the Company had, on a
consolidated basis, general and administrative  expenses of $68,400 and $20,400,
respectively.  The majority of the $48,000  increase is related to  professional
fees as a result of the Company being a public company.

     In the third quarter  ended March 31, 2003 and 2002,  the Company had, on a
consolidated   basis,   total  operating   expenses  of  $147,100  and  $29,500,
respectively.  The  $118,000  increase is  primarily  due to the new  employment
agreements and professional fees.

Net Income/Loss

     In the third quarter ended March 31, 2003 and 2002, the Company  reported a
net income and loss from operations,  excluding foreign currency translation, of
$410,400  and  ($78,100),   respectively.   The  2003  net  income  is  entirely
attributable to the gain on retiring the debt from RMS Titanic, Inc. in exchange
for the SV Explorer, which was a non-cash transaction.

     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.  The Company
has no commitments for such at this time.


<PAGE>



Results of Operations -For the Nine Months Ending March 31, 2003 and 2002

Financial Condition, Capital Resources and Liquidity

     For the nine months  ended  March 31,  2003 and 2002 the  Company  recorded
revenues of $525,100 and $503,200, respectively.

     For the nine  months  ended  March 31, 2003 and 2002 the Company had salary
expenses  of  $165,700  and $0,  respectively.  In  October  2002,  the Board of
Directors approved three year employment  agreements for the Company's President
and CFO.  These  agreements  call for salaries of $15,000 and $10,000 per month,
beginning on September 1, 2002.

     For the nine months  ended March 31, 2003 and 2002,  the Company  had, on a
consolidated  basis,  general  and  administrative   expenses  of  $214,000  and
$187,900,  respectively.  The $26,000  increase is primarily due to professional
fees related to being a public company.

     For the nine months  ended March 31, 2003 and 2002,  the Company  had, on a
consolidated   basis,   total  operating  expenses  of  $355,600  and  $222,400,
respectively.  The  $133,000  increase is  primarily  due to the new  employment
agreements.

Net Income / Loss

     For the nine months ended March 31, 2003 and 2002,  the Company  reported a
net income and loss from operations,  excluding foreign currency translation, of
$189,900  and  ($68,500),   respectively.   The  2003  net  income  is  entirely
attributable to the gain on retiring the debt from RMS Titanic, Inc. in exchange
for the SV Explorer, which was a non-cash transaction.

     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.  The Company
has no commitments for such at this time.

Employees

     At  March  31,  2003,  the  Company  had a total of 2  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,


<PAGE>



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.

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.



<PAGE>

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

     No matter was submitted,  during the quarter ending March 31, 2003, covered
by  this  report,  to  a  vote  of  the  Company's  shareholders,   through  the
solicitation of proxies or otherwise.

Item 5. Other Information

     On January 17, 2003,  the  Company,  through its  wholly-owned  subsidiary,
Danepath,  Ltd.,  entered into a settlement  agreement  with RMS Titanic,  Inc.,
Argosy International, Inc. and Graham Jessop. Under the terms of this agreement,
Danepath  transferred  the SV Explorer,  a salvage  vessel,  to RMS Titanic,  in
exchange  for the  cancellation  of  short-term  debt  owed by  Danepath  to RMS
Titanic.  The Company  carried the  Explorer at a net book value of $348,657 and
the debt owed to RMS Titanic was  $907,505 at December  31,  2002.As a result of
this agreement the Company  recorded a net gain of $545,450 in its third quarter
financials.

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
---------     -----------------------
10.1          Settlement Agreement between Danepath, Ltd., RMS Titanic, Inc.,
              Argosy International, Ltd. and Graham Jessop.

10.2          Employment Agreement of Graham Jessop

10.3          Employment Agreement of Stephen H. Durland

99.1      *   Sarbanes-Oxley Certification by Chief Executive Officer.

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

     (b) A Current Report on Form 8-K was filed on 5 December  2002,  disclosing
the  resignation  of  a  director.  Such  director  did  not  resign  due  to  a
disagreement  with the  Registrant  on any matter  relating to the  Registrants'
operations, policies or practices.








<PAGE>


                                   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: May 17, 2003    By:/s/ Graham Jessop
                      ----------------------------------------
                      Graham Jessop, Chairman, Chief Executive
                      Officer and President

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




<PAGE>

                                 Certifications

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 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: May 17, 2003

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





<PAGE>



I, Stephen H. 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: May 17, 2003

/s/ Stephen H. Durland
Stephen H. Durland
Chief Financial Officer (or equivalent)