**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I,J. Mark Ariail, certify that:

 

1.               I have reviewed this quarterly report on Forml0-QSB of Ocean Resources, Inc.

 

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

 

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

 

4.               The registrant’s other certifying officers andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act rules 13a-14 and 15d-l4) for theregistrant and have:

 

A)                                  designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterlyreport is being prepared;

B)                                    evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “evaluation date”); and

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

 

5.               The registrant’s other certifying officers andI have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

A)                                  all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

B)                                    any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’sinternal controls.

 

6.               The registrant’s other certifying officers andI have indicated in this quarterly report whether or not there were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 
| Date:                    | November 24,  2003 |
|--------------------------|-------------------------|
|                     |
| */s/*J. Mark Ariail      |                    |
| J.  Mark Ariail          |
| Chief  Financial Officer |
|                          |                         |  |

 

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