U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB


(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the year ended June 30, 2003

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934


Commission File No.  000-49750

                              Ocean Resources, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

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

2705 Canton Street
Dallas, Texas                                                   75226
-------------------------------                         ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number: (469) 227 7806


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

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


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

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


Copies of Communications Sent to:

                                Roger A. Crabb, Esq.
                                Scheef & Stone, LLP
                                5956 Sherry Lane, Suite 1400
                                Dallas, Texas 75225
                                Phone: (214) 706 4200 Fax: (214) 706 4242

<PAGE>



Check  whether  the  registrant  (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  [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [_]

State registrant's revenues for its most recent fiscal year. $528,915.

Of  the  27,767,892  shares  of  voting  stock  of  the  registrant  issued  and
outstanding as of June 30, 2003,  10,064,127 shares are held by  non-affiliates.
The aggregate market value of the voting stock held by non-affiliates as of June
30, 2003 was $1,710,902.






<PAGE>



                                     PART I

This  Annual  Report on Form 10-KSB  contains  forward-looking  statements.  The
statements  regarding Ocean Resources,  Inc. and its  subsidiaries  contained in
this report that are not historical in nature,  particularly  those that utilize
terminology such as "may," "will," "should," "likely," "expects," "anticipates,"
"estimates,"   "believes"   or   "plans,"   or   comparable   terminology,   are
forward-looking  statements based on current  expectations and assumptions,  and
entail various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward-looking statements.  Given these
uncertainties,  readers of this Form 10-KSB and  investors  are cautioned not to
place undue reliance on such forward-looking statements.

Important  factors  known to us that could cause such material  differences  are
identified  in this report and in our "Risk  Factors" in Item 1. We undertake no
obligation  to correct or update any  forward-looking  statements,  whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any future  disclosures we make on related subjects in future reports
to the SEC.

Item 1. Description of Business

(a) Business Development

Ocean Resources,  Inc. (the "Company") was incorporated in the State of Delaware
on April 14, 1999.  The Company was  originally  incorporated  as Clip 'N Pierce
Fashions, Inc., and changed its name to Ocean Resources, Inc. in connection with
an April 22, 2002  agreement  (the  "Agreement")  involving the  acquisition  of
Danepath Ltd., a United Kingdom company  ("Danepath")  and Titanic  Explorations
Limited (BVI), a British Virgin Islands company  ("Titanic  Explorations").  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
Executive Officer,  Dennis McLaughlin at 2705 Canton Street,  Dallas, Texas. Its
telephone number is (469) 227-7806 and its facsimile number is (469) 227-7955.

The Company was  initially  formed with the  contemplated  purpose of designing,
manufacturing  and marketing a line of jewelry  products.  The  incorporator was
unable to implement  the proposed  business  plan.  Consequently,  the Company's
business  focus  changed to deep water  exploration  and recovery at the time it
acquired Danepath and Titanic Explorations.

In April 2002, pursuant to the Agreement, the Company acquired all of the issued
and  outstanding  shares  of  Danepath  and  Titanic  Explorations  from  Argosy
International,  Ltd., a Turks and Caicos  Islands  corporation  affiliated  with
Graham Jessop,  an officer and director of the Company,  in exchange for a total
of 2,333,334  shares of common stock of the Company.  As a result,  Danepath and
Titanic  Explorations became wholly-owned  subsidiaries of the Company.  Also in
connection  with the  Agreement,  Ed Myers,  former sole officer of the Company,
agreed to surrender 7,400,000 restricted shares back to the Company. The Company
relied upon Section 4(2) of the Act and the 506 Exemption for the share issuance
to Argosy.  No state  exemption was  required,  as the issuance was to a foreign
entity.  See Part III,  Item 12,  entitled  "Certain  Relationships  and Related
Transactions."

In May 2002, when the Company amended its Certificate of Incorporation to change
its name to Ocean  Resources,  Inc.,  the Company also  increased  its number of
authorized  shares to one hundred fifty million  (150,000,000)  shares of common
stock with a par value of $.0001 per share.


                                       3
<PAGE>


The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated  thereunder (the "Rule 506"
exemption) for several  transactions  regarding the issuance of its unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  had such knowledge and experience in financial and
business  matters  that he was  capable of  evaluating  the merits and risks the
prospective  investment,  or the issuer reasonably believed immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitations on resale and (vi) each of the
parties was a sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the
due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction.

In June 2002, the Company conducted a 7.5 for 1 forward share split.

In September  2002, the Company  issued 60,000 shares of its  restricted  common
stock to IC Capital,  LLC, which had been 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.

(b) Business of Issuer

The Company has  previously  been  engaged,  and will  continue to engage in the
business of deep water research, exploration, survey, and recovery operations of
valuable shipwrecks  throughout the world. Through its Vice President of Salvage
Recovery  Operations,  noted deep-ocean  shipwreck  explorer Graham Jessop,  the
Company has years of collective  experience  and  professional  expertise in the
fields of research,  location,  and recovery of shipwreck  artifacts  and cargo.
Consequently,  the Company is  well-positioned  to achieve its goals through the
use of technologies,  exclusive  exploration  permits,  intelligence of existing
shipwreck cargos,  proprietary  research libraries,  and partnerships with third
parties  that  bolster the existing  intellectual  property of the Company.  The
Company is focused on producing  revenues  through the sale of  recovered  cargo
from deep-ocean  shipwrecks  located in international  waters, and has initially
targeted  wrecks of five World War II-era cargo ships that carried  thousands of
tons of base, precious, and strategic metals.

Graham Jessop most recently directed and conducted  recovery  operations for RMS
Titanic, Inc., the  salvor-in-possession  of the RMS Titanic wreck. Mr. Jessop's
maritime salvage credentials include the recovery of valuable artifacts from the
RMS Titanic,  the recovery of  $74,000,000 in gold bullion from the wreck of the
WWII warship HMS Edinburgh in conjunction  with the governments of Great Britain
and Russia,  and the salvage of the USS John Barry,  a WWII  Liberty  ship which
sank in the Persian Gulf with a secret cargo of 1,000 tons of silver  ingots and
3 million silver coins.

The  assets  of  Titanic  Explorations,   acquired  in  April  2002,  include  a
proprietary  library of research and intelligence on shipwrecks which define the
detail of their valuable cargo.

The Company will utilize archival shipwreck research which is proprietary to the
Company,  as well as research  which was  developed by Mr. Jessop over a 20-year
period.  This program of shipwreck  research,  representing the culmination of a
lifetime's  work for Mr.  Jessop,  details  hundreds  of  millions of dollars of
valuable cargo and precious  metals.  In addition,  the Company has  contractual
relationships and partnerships with third party shipwreck researchers within the
network of historical maritime and deep-ocean survey communities,  which provide
a  collective  base of  knowledge  from  which  to  launch  successful  recovery
projects.


                                       4
<PAGE>


One of these shipwreck  researchers is Blue Water Recoveries Limited,  which was
instrumental in the 2001 discovery of the HMS Hood in the Denmark Strait and the
Bismarck.  Determining  the precise  location of a shipwreck  is one of the most
difficult aspects of deep-water marine salvage and requires  considerable survey
and  discovery  resources.  The  Company  has the unique  advantage  of having a
backlog of shipwreck  recovery  projects for which the location work has already
been completed.

The  technologies  to be  employed  by  the  Company  will  allow  for  recovery
operations in waters much deeper than previously  possible.  These  technologies
include the search and recovery vessel M.V. Northern Horizon,  to be acquired by
the Company. The M.V. Northern Horizon is a dynamically positioned ship that has
seen service on high profile expeditions such as the discoveries of HMS Hood and
Bismarck.  Additional  technologies  to be acquired  by the  Company  consist of
Remotely  Operated Vehicles (ROVs) that operate in depths of up to 5,000 meters,
a "grab"  technology  that is  remotely  operated,  and the  latest in sonar and
global  positioning  equipment  and  software.  To place these  technologies  in
perspective,  competing marine salvage companies are typically limited to wrecks
at depths of less than 2,500 meters.

The Company  asserts that the vast majority of shipwreck  discoveries  have been
made in shallow waters (less than 500 feet). The Company's  initial projects are
concentrated  on 20th century  shipwrecks  whose cargo is well  documented,  and
whose locations are in international deep-ocean waters.

The Company's initial projects are World War II Axis and Allied cargo ships that
carried copper,  tin, and nickel, as well as metals such as cobalt,  silver, and
gold that were intended to support the war effort. The Company has a contractual
relationship  with Blue Water Recoveries  Limited,  as agents of Valurex,  SA, a
specialist  marine  operations  company  with  exceptional  expertise  in  wreck
location and survey,  who has already  located and  identified  several of these
wrecks.  Each of the  initial  targeted  wrecks has been fully  researched,  and
contains a  documented  cargo of metals that the Company will attempt to recover
using a  high-tech  grab  recovery  system  supported  by the  latest in salvage
technology. The combined estimated value of these first five cargos is in excess
of $60,000,000.

Deep ocean shipwrecks in international  waters present large  opportunities  for
the Company for several reasons. Because of the Company's expertise,  shipwrecks
that are in depths of up to 6,000 meters are  candidates  for  recovery.  To the
best of the Company's  knowledge,  no other marine salvor today operates similar
technology in 2,500-meter to 6,000-meter depths.

The M.V.  Northern  Horizon,  to be acquired by the  Company,  is a  dynamically
positioned,  (DP), ship. This means that the on-board computer system calculates
the vessels'  position with  reference to a global low orbit  satellite,  (GPS),
while at the same time  measuring  the winds,  tides and any other  factors that
cause the ship to move.  Using this  information,  the computer sends signals to
the  ship's  controls,  so they  adjust  to keep  the ship in  exactly  the same
position.  The  vessels'  position  is  maintained  by  an  array  of  thrusters
throughout the ship which are computer controlled.

Remote  operated  vehicles are used primarily as  observations  tools.  They can
recover  small objects from outside of wrecks,  but typically  they are not used
inside the wreck itself,  as the risk of loss is very high. The primary ROV used
by the Company for surveys and observation is the Abyssub 5000.

Built to operate at a maximum  working depth of 5,000  meters,  the Abbysub 5000
ROV is deployed from the ship by a reinforced  steel  umbilical  cable.  This 45
horsepower  vehicle propels itself according to instructions from a pilot on the
surface ship.  Mounted on the Abyssub 5000 are  specialized  lights and cameras,
which are used to 'see' and  create a record of the  shipwrecks  condition.  The
Abyssub 5000 ROV has two arms and sonar  equipment that are also controlled from
the surface ship.


                                       5
<PAGE>


The recovery  system will  incorporate  thrusters for increased  maneuverability
along with cameras and light systems.  The system will utilize the umbilical and
winch system from the Abyssub 5000 and be  controlled  by the Abyssub  telemetry
systems.  Once the grab system is in position  over the target  cargo area,  the
grab is lowered and the jaws closed  around the target.  The entire  assembly is
then either  winched to the surface for  unloading  or  maneuvered  to a waiting
cargo container on the ocean floor for later recovery

Titanic Explorations,  a subsidiary of the Company, is also a 50% participant in
International  Recovery Group LLC ("IRG"), a joint venture  established in March
2002 for the purpose of locating  and  recovering  valuable  cargo from  various
shipwrecks.

Titanic  Explorations  will contribute  expertise 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 of which covers
the territorial waters of Jamaica and is progressing into the on-site stage. IRG
also holds an exclusive license to the proprietary ATLIS technology platform for
a minimum  of three  government  projects.  The ATLIS  technology  platform  was
developed  in  cooperation  with NASA,  Georgia  Tech,  and the Sandia  National
Laboratories and has the ability to discover and to distinguish  between ferrous
and non- ferrous  anomalies  in a salt-water  environment.  The  technology  can
distinguish  gold and  silver  from iron  anchors  or  cannons.  This asset will
substantially expedite the discovery and evaluation of shipwreck cargo.

The Company,  through  operating  subsidiaries and with joint venture  partners,
plans to conduct or participate in several  projects  simultaneously.  Presently
there are several  shipwreck  projects  in various  stages of  development.  The
Company's projects are divided into two categories:

Projects  located in  International  waters where permission from a governmental
authority is not necessary.

Projects where  governmental  permission is necessary due to the location of the
wreck or some sovereign claim.

On September 8, 2003,  the Company  entered into a tri-party  license  agreement
with  Valurex,  SA of the  Panama  City,  Republic  of  Panama  and  Blue  Water
Recoveries  Limited of West Sussex,  UK. This agreement  relates to a commercial
cargo  ship  sunk  in 1942 by a  German  U-Boat.  The  manifested  cargo  has an
approximate  fair  market  value at current  spot  prices of  approximately  $30
million.  The  manifested  cargo  includes  copper,  tin,  cobalt,  uranium ore,
tantalite and cadmium sticks. Under the terms of the agreement,  the Company has
acquired  the rights and  information  as to the exact  location  of this wreck,
among other good and valuable  information.  This agreement was contingent  upon
the payment of a $75,000  license fee,  which the Company paid on September  12,
2003. The agreement  requires the Company to commence salvage  operations within
eighteen  months.  This  agreement  also gives the  Company  the first  right of
refusal to four other wrecks on which the counter  parties  control  information
relating to location and cargo.  The  agreement  requires the Company to pay the
counter parties $500,000 from the first $1 million of salvage proceeds and 5% of
the salvage proceeds thereafter until completion.

Market

The marine salvage  industry has recently  attracted  large media attention with
potentially  significant recent  discoveries.  Many scientists and archeologists
believe that the oceans hold more valuable metals from sunken ships than remains
to be mined on land.  This has  brought  many  parties  to the oceans to take on
high-risk,  high-return ventures.  This market is driven by changes and advances
in technology.  ROVs are one of today's top technological advances in this arena
as they allow for the  recovery and  exploration  of depths far beyond that of a
human.  There are only a few of these  machines  in the  marketplace  and only a
handful possess the ability to travel to the new,  un-recovered  areas at depths
as deep as 6,000 meters below sea level.


                                       6
<PAGE>


Competition

The Company  faces  competition  from  several  companies,  some of which may be
large,   well-established   companies  with  considerably   greater   financial,
marketing,  sales and technical  resources than those  available to the Company.
There can be no assurance that the Company will be able to compete  successfully
against  current  or  future  competitors  or that  competition  will not have a
material  adverse  effect on the  Company's  business,  financial  condition  or
results of operations.

Currently, the Company's competitors may include: Nauticos Corporation, Columbus
America  Discovery Group, RMS Titanic,  Inc., Deep Sea  Explorations,  Visa Gold
Explorations (operating in Cuban waters),  Odyssey Marine Exploration,  Inc. and
numerous small groups around the world  operating on individual  sites,  such as
Treasure  Salvors of Key West who  continue to search for remains of the Atocha.
The most notable of the  competitive  companies is Odyssey  Marine  Exploration,
Inc. Odyssey Marine  Exploration  recently brought the industry to the headlines
with its project to recover the English  warship HMS Sussex,  in a joint  effort
with National Geographic.

The Company has one major competitive  advantage to edge nearly all competition.
Many of the competitive  entities seek to retrieve assets from sunken vessels no
deeper than 2,500  meters.  However,  the Company  will acquire an ROV that will
reach depths as far as 5,000  meters.  This  competitive  advantage  narrows the
competition,  and also opens up potential recovery projects for the Company that
were once thought to be impossible.

Sources and Availability of Equipment

The specialized equipment needed to conduct deepwater exploration and salvage is
available  only  for  purchase  from  a  very  limited  number  of  third  party
manufacturers.  The cost of this equipment can be extremely high. While the high
costs  present  barriers to entry into the field of underwater  exploration  for
potential  competitors,  it also  translates  to large  outlays of  capital  for
retrofitting  seagoing  vessels with the latest  technology.  Additionally,  the
Company must rely on a very small number of suppliers and skilled technicians to
effectively  utilize this equipment.  The only alternative is for the Company to
rent ships and equipment from  third-party  owners/operators.  Generally,  since
there is a limited amount of such equipment  available for rent, the rental cost
is extremely  high,  potentially  greater than  purchasing  such  equipment.  In
addition,   renting  equipment  does  not  allow  for  the  development  of  the
technology, as it is owned by a third-party.

Research and Development

The Company believes that research and development is an important factor in its
future growth.  Therefore, the Company must continually invest in the technology
to provide the best possible  opportunity  to  capitalize on every  excursion it
leads. No assurance can be made that the Company will have  sufficient  funds to
purchase technological advances as they become available.  Additionally,  due to
the rapid advance rate at which technology advances, the Company's equipment may
be outdated quickly,  preventing or impeding the Company from realizing its full
potential profits.

Patents, Copyrights and Trademarks

The Company intends to protect its intellectual  property via patent,  copyright
and/or  trademark  filings,  as appropriate.  It has filed no applications as of
this date.

Governmental Regulation

To the  extent  that the  Company  engages  in  shipwreck  search  and  recovery
activities  in the  territorial,  contiguous  or  exclusive  economic  zones  of
countries,  the Company must comply with  applicable  regulations  and treaties.
Prior to engaging in any  project,  the Company  seeks legal advice to ascertain
what effect this may have on the financial returns of the operation. This factor


                                       7
<PAGE>


is taken into  account  in  determining  whether  to  proceed  with a project as
planned.  In addition,  the Convention for the Protection of Underwater Cultural
Heritage has recently been adopted by the United Nations Educational, Scientific
& Cultural  Organization.  This  Convention  could restrict access to historical
shipwrecks  throughout the world to the extent that it would require  compliance
with  certain   guidelines.   These  guidelines   require  adherence  to  strict
archaeological  practices, and the Company intends to follow these guidelines in
all projects to which the guidelines are applicable.

The  Convention  states that  artifacts may not be sold, but it also states that
this prohibition may not prevent the provision of archaeological  services.  The
Company  believes that the primary value of the cargoes it seeks are trade goods
(such as coins,  bullion  and  gems),  which are not  artifacts  of  historical,
archaeological  or cultural  significance and so will not be subject to the rule
prohibiting  sale.  The primary  countries  through  which the Company  plans on
obtaining  rights to shipwrecks  through  regulatory or legal means have already
indicated  that they will not sign the  Convention.  Nevertheless,  the  Company
believes that the proposed convention,  if adopted, could increase regulation of
shipwreck recovery operations and may result in higher costs.

Cost of Research and Development

For fiscal year 2003, the Company expended no measurable  amount on research and
development efforts.

Cost and Effects of Compliance with Environmental Laws

The Company will be subject to  environmental  laws and  regulation  by federal,
state and local authorities in connection with its planned recovery  activities.
The  Company  does not  anticipate  that the costs to comply  with such laws and
regulations will have any material effect on the Company's financial position.

Employees and Consultants

At June 30, 2003, the Company employed two (2) persons, choosing to engage other
personnel via consulting  arrangements.  The Company considers its relation with
its employees to be excellent.  In September 2002, the Company  employed Stephen
Durland  of  Durland & Co.,  CPAs,  P.A.  to be the  Company's  Chief  Financial
Officer.

Since June 30, 2003, the Company has engaged one (1) additional officer/employee
and three (3) additional members of the board of directors.

Risk Factors

Investors in shares of the our Common Stock should  consider the following  risk
factors, in addition to other information in this Report:

     1. Special Risks of the Business.  An investment in a business such as that
of the  Company  should be  considered  extremely  speculative  and very  risky.
Although  we have  access to a  substantial  amount of  research  and data,  the
quality and reliability of such research and data, like all research and data of
its nature,  is unknown.  Even if we are able to plan and obtain permits for our
various  projects,  there is a  possibility  that the  shipwrecks  may have been
salvaged,  or may not  have  had  anything  of value on board at the time of the
sinking.  Furthermore,  even if  objects  of  believed  value  are  located  and
recovered,  there is the  possibility  that others,  such as private parties and
governmental  entities,  may  challenge  our  rights to the  recovered  cargo by
asserting  conflicting  claims.  Additionally,  even  if we  are  successful  in
locating  and  retrieving  cargo from a shipwreck  and  establishing  good title
thereto, there can be no assurance as to the value that such cargo will bring at
sale.

     2.  Uncertain  Reliability of Research and Data. The success of a shipwreck
project  will be dependent  to a  substantial  degree upon the research and data
assimilated  by us. By its very  nature,  however,  all such  research  and data
regarding shipwrecks,  such as those sought by us, is imprecise,  incomplete and
unreliable  as it is often  composed of or  affected  by  numerous  assumptions,
rumors,   "legends,"  historical  and  scientific  inaccuracies  and  inaccurate
interpretations which have become a part of such research and data over time.


                                       8
<PAGE>


     3.  Dependence  on Others for Location of Wreck  Sites;  Access to Recovery
Equipment.  While the Company owns archival  shipwreck  research through Titanic
Explorations,  as well as research which was developed by Mr. Jessop, it will be
necessary to contract with third parties such as Blue Water  Recoveries  for any
additional  information  necessary for the location and recovery of wreck sites.
While the Company is currently  exploring  options for  acquisition  of the M.V.
Northern Horizon, an ROV and other recovery technologies,  the Company currently
owns none of this exploration and recovery equipment. The ability of the Company
to acquire ownership and/or use of specialized  recovery equipment is uncertain,
and will depend in part on cost, availability and access to sufficient financial
resources to acquire ownership and/or use of such equipment.

     4. Dependence on Key Personnel. The Company's success depends in large part
on Mr.  Graham  Jessop,  and on the  Company's  ability  to  attract  and retain
technically qualified and highly skilled management,  technical, and operational
employees.  The  loss of Mr.  Jessop  or an  inability  to  attract  and  retain
qualified  employees  could have a materially  adverse impact on the Company and
its operations.

     5. Natural Hazards. Underwater recovery operations are inherently difficult
and  dangerous  and may be delayed or suspended by weather,  sea  conditions  or
other natural  hazards.  Further,  such operations may be undertaken more safely
during certain months of the year than during others. There can be no assurances
that we will be able to  conduct  our search  and/or  recovery  operations  only
during such  favorable  periods.  In addition,  even though sea  conditions in a
particular search location may be somewhat  predictable,  the possibility exists
that unexpected  conditions in a search area may occur and adversely  affect our
operations.

     6. Uncertain  Title to Objects  Recovered.  Persons and entities other than
the Company  may claim title to the  shipwrecks.  Even if we are  successful  in
locating and recovering  shipwrecks,  there is no assurance that we will be able
to establish our rights to property recovered as against governmental  entities,
prior owners, insurance companies or others claiming an interest therein.

     7.  Uncertain  Market for and Value of  Recovered  Cargo.  Even if valuable
items can be located and  recovered,  it is  difficult to predict the price that
might  be  realized  for  these  items.   The  value  of  the  recovered  items,
particularly  precious and  strategic  metals,  will  fluctuate.  Moreover,  the
entrance  on the  market of a large  supply of  similar  items  from  shipwrecks
located and recovered by others could itself depress the market for these items.

     8. Delay in  Distribution  or Sale of  Recovered  Objects.  The methods and
channels,  which may be used in the  disposition  of the  recovered  items,  are
uncertain  at  present  and  may  include  one  or  a  combination   of  several
alternatives.  Ready access to buyers for  disposition of any artifacts or other
valuable  items  recovered,  however,  cannot  be  assured  and  delays  in  the
disposition of such items are very possible.

     9.  Theft.  If we locate a  shipwreck  and assert a valid claim to items of
value,  there is a risk of theft of such  items at sea,  both  before  and after
their  recovery,  by  "pirates"  or  poachers  and  while in  transit  to a safe
destination.

     10.  Competition.  There  are a number of  competing  entities  engaged  in
various  aspects  of the  shipwreck  business.  One or more of  these  competing
entities may locate and recover the shipwreck that we are planning to locate and
recover. In addition, these competing entities may be better capitalized and may
have greater resources to devote to their pursuit of the shipwreck.

     11.  Failure  to  Obtain  Permits.  It is  possible  that  we  will  not be
successful in obtaining title to, or permission to excavate the  shipwrecks.  In
addition,  permits for the projects may never be issued,  and if issued, may not
be legal or honored by the entities that issued them.

     12. Need for Additional Capital.  The Company has generated modest revenues
and is currently  exploring financing  alternatives.  Until we begin to generate
revenue from the sale of recovered  items,  we will need  additional  capital in
order to continue our projects.


                                       9
<PAGE>


     13.  Public  Market for the Company's  Common  Stock.  Although  there is a
limited  market  for our Common  Stock,  there can be no  assurance  that such a
market can be  sustained.  The  investment  community  could  show  little or no
interest in the Company in the future. As a result, purchasers of our securities
may have difficulty in selling such securities  should they desire to do so. The
Common Stock currently trades on the OTC Bulletin Board.

     14.  Control by Existing  Management.  The current  executive  officers and
directors of the Company control  approximately  34% of our  outstanding  voting
power. Accordingly, the current executive officers and directors do not have the
ability to significantly influence the outcome of elections of our directors and
other matters presented to a vote of shareholders.

     15.  Difficulty  Trading "Penny Stocks." Our securities may be subject to a
rule that imposes  additional sales practice  requirements on broker-dealers who
sell such securities to persons other than established  customers (as defined in
the  rule)  and  accredited   investors   (generally,   institutions   and,  for
individuals,  an investor  with assets in excess of  $1,000,000 or annual income
exceeding  $200,000 or  $300,000  together  with such  investor's  spouse).  For
transactions  covered  by this  rule,  the  broker-dealer  must  make a  special
suitability   determination  for  the  purchaser  and  must  have  received  the
purchaser's   written  consent  to  the  transaction   prior  to  the  purchase.
Consequently,  many brokers may be unwilling  to engage in  transactions  in our
securities because of the added disclosure requirements,  thereby making it more
difficult for shareholders to resell Common Stock.


Item 2. Description of Property

The Company maintains its executive offices at the office of its Chief Executive
Officer,  Dennis  McLaughlin,  at 2705 Canton Street,  Dallas,  Texas 75226. Its
telephone  number is (469) 227-7806 and its facsimile  number is (469) 227-7955.
The Company owns no real property or personal  property other than a proprietary
library of research and intelligence on shipwrecks. In May 2002, Danepath leased
storage  space in  England.  The cost is  approximately  $400 per month and is a
tenancy at will.

Item 3. Legal Proceedings

None.

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

No matters were submitted to the  shareholders for a vote during the fiscal year
ended June 30, 2003.

Item 5. Market for Common Equity and Related Stockholder Matters.

Shares of the Company's common stock are quoted on the Over the Counter Bulletin
Board under the symbol "OCRI."

The shares quoted are subject to the  provisions of Section 15(g) and Rule 15g-9
of the Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly
referred  to as the  "penny  stock"  rule.  Section  15(g)  sets  forth  certain
requirements for  transactions in penny stocks and Rule 15g9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The Commission  generally defines penny stock to be any equity security that has
a market price less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  Trading  in the  shares is subject  to  additional  sales  practice
requirements  on  broker-dealers  who sell penny  stocks to  persons  other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse.


                                       10
<PAGE>


For  transactions  covered by these  rules,  broker-dealers  must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

As of June 30,  2003,  there were 52 holders of record of the  Company's  common
stock.

As of June 30,  2003,  the Company  had  27,767,892  shares of its common  stock
issued and outstanding,  17,500,005 of which were restricted Rule 144 shares and
7,508,402  of which were  free-trading.  Of the Rule 144 shares,  none have been
held by affiliates of the Company for more than one (1) year.

The high,  low and average bid  information  for the Company's  common stock for
each quarter are as follows:


Quarter                 High Bid          Low Bid          Average Bid
------------------      ---------         -------          ------------
First Quarter 2003       $3.25             $0.03             $1.19
Second Quarter 2003      $2.00             $0.30             $0.80
Third Quarter 2003       $0.70             $0.16             $0.41
Fourth Quarter 2003      $0.38             $0.16             $0.24

Dividend Policy

The Company has never paid or declared  any  dividends  on its common  stock and
does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis

(a) Caution Regarding Forward-Looking Information

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 those  identified  under the heading "Risk Factors" in item
1.

Given  these  uncertainties,  readers  of this Form  10-KSB  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.

(b) Results of Operations

For the Years Ended June 30, 2003 and 2002

Financial Condition, Capital Resources and Liquidity

For the years ended June 30, 2003 and 2002,  the  Company  recorded  revenues of
$528,915 and $505,650 respectively.  The increase of $23,265 is due to increased
usage of the vessel SV Explorer,  formerly  owned by the Company.  For the years
ended June 30, 2003 and 2002,  the  Company  had cost of sales of  $475,292  and


                                       11
<PAGE>


$425,928  respectively.  The  increase of $49,364 is to  increased  usage of the
vessel.  For the years ended June 30, 2003 and 2002, the Company  recorded gross
margin of $53,623  and  $79,722,  respectively.  The  decrease  of  $26,099,  is
primarily due to increased maintenance and crew expenses.

For the years ended June 30, 2003 and 2002,  the Company had, on a  consolidated
basis,   general  and   administrative   expenses  of  $991,655  and   $290,798,
respectively.   The   increase  of  $700,857  is  due   primarily  to  increased
professional  fees and stock issued for services in lieu of cash, which expenses
are primarily the result of the Company being a publicly traded company.

For the years  ended June 30, 2003 and 2002,  the Company had on a  consolidated
basis total  operating  expenses of $1,024,559 and $342,815,  respectively.  The
increase of $681,744 is due primarily to increased  professional  fees and stock
issued for services in lieu of cash,  which expenses are primarily the result of
the Company being a publicly traded company.

Net Losses

For the years ended June 30, 2003 and 2002, the Company reported a net loss from
operations excluding currency translation of $560,139 and $263,658 respectively.
The  increase  of  $296,481  is  the  result  of the  increase  of  general  and
administrative  expenses and write-off of property and equipment,  less the gain
on sale of fixed assets.

At June 30, 2003, the Company had assets totaling $1,490 and an accumulated net
loss of $1,015,700.

Liquidity/Working Capital

At June 30, 2003, the Company had $543,644  working capital deficit  compared to
$979,465 at June 30,  2002.  The  decrease of $435,821 is  primarily  due to the
disposal  of  the  vessel  SV  Explorer  in  exchange  for  the  forgiveness  of
outstanding debt.

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.


Net Operating Loss Carry-forwards

The Company has net operating loss  carry-forwards  of approximately  $1,015,700
expiring  $560,100,  $191,900,  and $263,700 at June 30, 2023,  2022,  and 2021,
respectively.  The Company has a $355,000  deferred tax asset resulting from the
loss  carry-forwards,  for which it has established a one hundred percent (100%)
valuation allowance.  The Company may not be able to utilize such carry-forwards
as the Company has no history of profitable operations.

Item 7. Financial Statements

The Company's financial statements have been examined to the extent indicated in
their reports by Kempisty & Company,  Certified Public Accountants and have been
prepared  in  accordance  with  generally  accepted  accounting  principles  and
pursuant  to  Regulation  S-B as  promulgated  by the  Securities  and  Exchange
Commission and are included  herein,  on Page F-1 hereof in response to Part F/S
of this Form 10-KSB.


                                       12
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report.................................................F-2

Consolidated Balance Sheets..................................................F-3

Consolidated Statements of Operations and Comprehensive Operations...........F-4

Consolidated Statements of Stockholders' Deficit.............................F-5

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements...................................F-7






















                                   F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Ocean Resources, Inc.
Dallas, Texas

We have audited the accompanying consolidated balance sheets of Ocean Resources,
Inc.,  as of June  30,  2003 and June 30,  2002,  and the  related  consolidated
statements of operations and comprehensive operations, stockholders' deficit and
cash  flows  for the  years  then  ended.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Ocean Resources,  Inc., as of
June 30, 2003 and June 30, 2002,  and the results of its operations and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 4. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/Kempisty & Company, CPA, P.C.
Kempisty & Company
Certified Public Accountants, P.C.

New York, New York
October 14, 2002






                                       F-2

<PAGE>


<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                           Consolidated Balance Sheets
                                    June 30,




                                                                                     2003               2002
                                                                              ------------------ ------------------
<S>                                                                           <C>                <C>
                                    ASSETS
CURRENT ASSETS
   Cash                                                                       $                0 $            6,689
   Accounts receivable                                                                       538                619
   Prepaid expenses                                                                          952                  0
                                                                              ------------------ ------------------

           Total Current Assets                                                            1,490              7,308
                                                                              ------------------ ------------------

PROPERTY AND EQUIPMENT
   Equipment                                                                                   0            609,806
      Less: Accumulated depreciation                                                           0           (110,936)
                                                                              ------------------ ------------------

            Total Property and Equipment                                                       0            498,870
                                                                              ------------------ ------------------

Total Assets                                                                  $            1,490 $          506,178
                                                                              ================== ==================

                    LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Bank overdraft                                                             $           36,558 $                0
   Accounts payable                                                                      250,527             95,255
   Accrued expenses                                                                        8,853                  0
   Accrued salaries                                                                      225,658                  0
   Short-term loans                                                                       23,538            891,518
                                                                              ------------------ ------------------

            Total Current Liabilities                                                    545,134            986,773
                                                                              ------------------ ------------------

Total Liabilities                                                                        545,134            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
      27,777,892 and 25,008,407 issued and outstanding, respectively                       2,777              2,501
  Additional paid-in capital                                                             505,601             (2,150)
  Accumulated comprehensive income (loss)                                                (36,310)           (25,372)
  Accumulated deficit                                                                 (1,015,712)          (455,574)
                                                                              ------------------ ------------------

            Total Stockholders' Deficit                                                 (543,644)          (480,595)
                                                                              ------------------ ------------------

Total Liabilities and Stockholders' Deficit                                   $            1,490 $          506,178
                                                                              ================== ==================
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
       Consolidated Statements of Operations and Comprehensive Operations
                              Years Ended June 30,



                                                                                    2003                2002
                                                                             ------------------- ------------------
<S>                                                                          <C>                 <C>
REVENUES                                                                     $           528,915 $          505,650

COST OF SALES                                                                            475,292            425,928
                                                                             ------------------- ------------------

          Gross margin                                                                    53,623             79,722
                                                                             ------------------- ------------------

OPERATING EXPENSES
   General and administrative                                                            991,655            290,798
   Depreciation                                                                           32,904             52,017
                                                                             ------------------- ------------------

          Total operating expenses                                                     1,024,559            342,815
                                                                             ------------------- ------------------

Operating income (loss)                                                                 (970,936)          (263,093)
                                                                             ------------------- ------------------

OTHER INCOME (EXPENSE)
   Interest income                                                                             3                 12
   Gain (loss) on sale of fixed assets                                                   549,446               (577)
   Write-off of fixed assets                                                            (138,652)                 0
                                                                             ------------------- ------------------

          Total other income (expense)                                                   410,797               (565)
                                                                             ------------------- ------------------

Net loss                                                                                (560,139)          (263,658)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                              (10,938)           (31,539)
                                                                             ------------------- ------------------

Comprehensive loss                                                           $          (571,077)$         (295,197)
                                                                             =================== ==================

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

Weighted average number of shares                                                     27,777,892         25,008,407
                                                                             =================== ==================
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       F-4

<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
                                       ----------- ---------- --------- ---------- ------------- ------------ --------------
<S>                                    <C>         <C>        <C>       <C>        <C>           <C>          <C>
BEGINNING BALANCE,
June 30, 2001                                  750 $        0 $     151 $        0 $       6,167 $   (263,659)$     (257,341)

Year Ended June 30, 2002:
   Reverse merger                       10,741,636          0       923       (723)            0            0            200
   Shares contributed to the company    (7,400,000)         0      (740)       740             0            0              0
   7.5 for 1 forward split              21,666,021          0     2,166     (2,166)            0            0              0
   Other comprehensive income (loss)             0          0         0          0       (31,539)           0        (31,539)

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

BALANCE, June 30, 2002                  25,008,407          0     2,500     (2,149)      (25,372)    (455,574)      (480,595)

Year Ended June 30, 2003:
   Shares issued for services            2,769,485          0       277    507,750             0            0        508,027
   Other comprehensive income (loss)             0          0         0          0       (10,938)           0        (10,938)

Net loss                                         0          0         0          0             0     (560,139)      (560,139)
                                       ----------- ---------- --------- ---------- ------------- ------------ --------------

ENDING BALANCE, June 30, 2002           27,767,892 $        0 $   2,777 $  505,601 $     (36,310)$ (1,015,713)$     (543,645)
                                       =========== ========== ========= ========== ============= ============ ==============
</TABLE>






















     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>


<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                      Consolidated Statements of Cash Flows
                              Years Ended June 30,




                                                                                       2003                2002
                                                                                 ----------------   ------------------
<S>                                                                              <C>                <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                         $       (560,139)  $         (263,658)
Adjustments to reconcile net loss to net cash used for development activities
   Depreciation                                                                            32,904               52,017
   Common stock issued for services                                                       250,500                    0
   Common stock issued for goods                                                          257,527                    0
   Gain on disposal of fixed assets                                                      (549,446)                   0
   Write-off of fixed assets                                                              138,652                    0
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                                 122               44,764
   (Increase) decrease in other assets                                                       (952)                   0
   Increase (decrease) in accounts payable                                                152,802               40,734
   Increase (decrease) in accrued expenses                                                  8,853                    0
   Increase (decrease) in accrued payroll                                                 225,658                    0
                                                                                 ----------------   ------------------

Net cash used by development activities                                                   (43,519)            (126,143)
                                                                                 ----------------   ------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                           0              (51,423)
   Disposal o f property and equipment                                                          0                  721
                                                                                 ----------------   ------------------

Net cash used by investing activities                                                           0              (50,702)
                                                                                 ----------------   ------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from bank overdraft                                                            35,109                    0
   Proceeds from short-term loan                                                           22,605              146,415
   Stock sold for cash                                                                          0                    0
                                                                                 ----------------   ------------------

Net cash provided by financing activities                                                  22,605              146,415
                                                                                 ----------------   ------------------

Effect of exchange rates on cash                                                           14,225                8,701
                                                                                 ----------------   ------------------

Net increase (decrease) in cash                                                            (6,689)             (21,729)

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

CASH, end of period                                                              $              0   $            6,689
                                                                                 ================   ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Non-Cash Financing Activities:       None
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles.
     The Company  Ocean  Resources,  Inc., is a Delaware  chartered  corporation
     which conducts business from its headquarters in Dallas, Texas. 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 $32,904 and $52,017 for the years ended
     June 30, 2003 and 2002, respectively. On June 30, 2003, the Company elected
     to write-off its remaining property and equipment,  as most of the property
     and equipment  had been in use or stored on the SV Explorer.  Although this
     property and equipment  was not  specified as part of the  agreement  under
     which the SV Explorer was  exchanged  for debt owed to RMS  Titanic,  Inc.,
     RMST has held that any and all  property  and  equipment on the Explorer at
     the time of the  exchange  is now  property of RMST.  The Company  does not
     believe  that the value of the  property and  equipment  is  sufficient  to
     warrant any expenditure to dispute the RMST stance,  therefore it wrote-off
     the balance.

     f)  Foreign  currency   transaction  and  translation   gains(losses.)  The
     principal  operations of the Company are located in the United Kingdom,  or
     at sea in  international  waters.  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

                                       F-7

<PAGE>

                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles, (continued.)
     g) Comprehensive income,  (continued.) 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.

(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 June 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.  In March,  May and June 2003,
     the Company  issued  1,009,485  shares of common stock in payment of vendor
     invoices  totaling  $257,527,  or $0.26 per share,  and 1,760,000 shares of
     common  stock in exchange for  services  valued at  $250,500,  or $0.14 per
     share.

(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  $1,015,700,  expiring
     $560,100, $254,000, $263,700 at June 30, 2023, 2022 and 2021, respectively.

     The amount recorded as deferred tax assets as of June 30, 2003 is $355,000,
     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 $1,015,700 for the period since  inception ended June 30, 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.

                                       F-8

<PAGE>


                              Ocean Resources, Inc.
                   Notes to Consolidated Financial Statements





(6)  Commitments and  Contingencies,  (continued.)  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.

(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)  Subsequent  Events.
     a)  Intangible  assests.  In  September  2003,  the Company  entered into a
     tri-party  agreement which relates to a commercial  cargo ship sunk in 1942
     by a German  U-Boat.  The manifested  cargo has an approximate  fair market
     value at current spot prices of approximately  $30 million.  The manifested
     cargo  includes  copper,  tin,  cobalt,  uranium ore,  tantalite and cadium
     sticks.  Under the terms of the  agreement,  the Company has  acquired  the
     rights and information as to the exact location of this wreck,  among other
     good and valuable information. This agreement required the Company to pay a
     $75,000  license fee. The  agreement  requires the Company to begin salvage
     operations  within 18 months.  This  agreement  also gives the  Company the
     right of first  refusal to four other  wrecks of which the counter  parties
     control  information  relating to exact location and cargo.  This agreement
     requires the Company to pay the counter parties  $500,000 from the first $1
     million of salvage proceeds and 5% of the salvage proceeds thereafter until
     completion.

     b)  Stockholders'  equity.  In September  2003,  the Company issued 300,000
     shares of unregistered common stock each under two consulting contracts.


                                       F-9

<PAGE>



Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

The  Company  has  used  the  firm  of  Kempisty  &  Company,  Certified  Public
Accountants  since September 2002.  Their address is 15 Maiden Lane, Suite 1003,
New York,  NY,  10038.  Prior to that time,  the Company had engaged the firm of
Weinberg & Company,  P.A. The dismissal was not due to any disagreement with the
Company on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

(a) Set  forth  below are the  names,  ages,  positions,  with the  Company  and
business experiences of the executive officers and directors of the Company.

Name                       Age          Position(s) with Company
------------------         ---          -------------------------
Dennis McLaughlin           38           Chief Executive Officer and Director
Graham Jessop               46           Vice President and Director
Stephen H. Durland          49           Chief Financial Officer
Andrew J. Way               40           Director
Alvin T. Hunter             74           Director
Nick Sinclair-Brown         54           Director

All  directors  hold  office  until the next  annual  meeting  of the  Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

None.

Business Experience

Dennis McLaughlin

Mr.  McLaughlin  is the  Managing  Partner  of MAC  Partners,  LP, a  Technology
Merchant Bank in Dallas,  Texas. He serves as Chief  Executive  Officer and as a
member of the Board of  Directors  of the Company.  Mr.  McLaughlin  has over 14
years experience  managing and operating energy and technology  companies as CEO
and has many years success building companies from the ground up. Mr. McLaughlin
began his first company in 1993 with a small  investment.  Under his  leadership
and  management,  the company grew to be recognized as  Entrepreneur  Magazine's
fastest growing  entrepreneurship in America in October of 1995. From an initial
investment of $75,000 and follow-on  investments of $16 million,  Mr. McLaughlin
guided a total of four  different  companies  to reach a combined  value of over
$100 million.  Mr.  McLaughlin  served as chairman,  president and CEO of Aurion
Technologies,  a supplier of hardware and services for the oil and gas industry,
from June 1998 until December 2001.  Remaining management of Aurion Technologies
made a voluntary  filing for Chapter 11 bankruptcy  protection in March of 2002.
Mr.  McLaughlin  has a Bachelor  of  Economics  degree  from the  University  of
Oklahoma where he has subsequently been honored as a Top Ten Alumnus.

Graham D. Jessop

Mr.  Jessop  has spent his  whole  working  career  in the  diving  and  salvage
industry.  After completing  education in the UK, he trained as a commercial oil
field diver, turning professional in 1979 at 22 years of age.

During 1981, Jessop Marine Recoveries Ltd, a company owned jointly by Mr. Jessop
and his father successfully undertook the world's largest bullion recovery. Five
tons of gold were recovered from the wartime wreck of HMS Edinburgh on behalf of
the UK and Russian Governments.


                                       22
<PAGE>


Mr. Jessop has led many salvage operations in the intervening  years,  gaining a
unique talent for shipwreck research, location and recovery. He has undertaken a
wide  diversity of projects,  including the location of shallow  water  Colonial
wrecks in the Caribbean,  and  deep-water  recovery from wrecks as deep as 3,850
meters.  Recently  Mr.  Jessop was employed as Director of research and recovery
operations for RMS Titanic,  Inc,  diving to the wreck of the Titanic during the
year 2000 expedition when over 500 precious artifacts were recovered.

Stephen Durland

Mr. Durland has been the sole principal of Durland & Company,  CPAs,  P.A. since
April 1991. The firm is a full service CPA firm which  includes SEC audits,  and
has several  international  clients in industries  including natural  resources,
internet services,  technology,  services,  manufacturing,  medical products and
services.

Mr.  Durland is a  certified  public  accountant.  He is a member of the Florida
Institute  of CPAs and is in his  ninth  year of  membership  of the  Accounting
Principles and Auditing  Standards  Committee of the FICPA. Mr. Durland attended
Guilford College, where he earned a bachelor of administrative science degree in
accounting in 1982.

He currently  serves as the acting chief  executive  officer and chief financial
officer of Safe  Technologies  International,  Inc., the chief financial officer
and a director  of JAB  International,  Inc.  and has in the past  served as the
chief financial officer of Ong Corp.,  chief financial officer and a director of
American Ammunition,  Inc. and as acting chief financial officer and director of
American Hydroculture, Inc.

Andrew J. Way

In 2002,  Mr. Way  established  Sameday  Credit in  Australia  to compete in the
fringe finance market for short-term bridge finance. In 1999, he established and
ran a joint venture in Sydney,  Australia  with Ernst & Young to develop  online
benchmarking  systems for buyers in a B2B  environment.  In 1993, he established
The Infrastructure  Development Group,  (IDG), a consulting entity based in Hong
Kong and Singapore.  Mr. Way established  The World  Infrastructure  Forum,  the
world's largest gathering of government ministers and private sector executives,
as  a  think  tank  for  positive   change.   He  was  co-founder  of  the  Asia
Infrastructure  Development  Alliance  with the  United  Nations,  and an expert
adviser to the UN  Ministerial  Group on  Infrastructure,  and an adviser to the
Finance  Minister's  Forum of APEC, the Asia Pacific  Economic  Cooperation.  He
served with Britain's 3rd Battalion - The Parachute Regiment.

Alvin T. Hunter

Mr.  Hunter is joining  the Company as a member of the Board of  Directors.  Mr.
Hunter is an officer,  tax partner and senior member of Hunter & Atkins, Inc., a
tax accounting firm in Oklahoma.  Mr. Hunter has previously worked as a CPA with
intensive tax and consulting  practice since 1981.  Previously he was the acting
CFO of Jernigan Drilling Company,  Jernigan Brothers Trucking,  Inc. and Pacific
Oil & Gas, Inc. Mr. Hunter has over 50 years experience as a CPA. He is a member
of both the Oklahoma  State  Society of  Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.  Mr. Hunter graduated with a
Bachelor of Science degree from Oklahoma Baptist University.

Nick Sinclair-Brown

Mr.  Sinclair-Brown  is Fellow of Hughes  Hall and of the  Lauterpacht  Research
Centre for International Law at Cambridge University,  specializing in trade and
environment law, at the Centre of International  Studies. He also is involved in
teaching shipping law at City University,  London. His experience in the sub sea
engineering  industry  includes  operations on a number of deepwater  shipwrecks
around the world.


                                       23
<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

All Directors,  Officers and Beneficial Owners of more than ten percent (10%) of
the Company's common equity securities of the Company failed to file on a timely
basis  reports  required by Section  16(a) of the  Exchange  Act during the most
recent fiscal year.

It is the  Company's  belief  that Ed Myers  should have filed Forms 3, 4, 5 and
Schedule 13D in the past as the Company's  past sole officer and director and as
a beneficial  owner of more than 5% of the Company's  common  equity  securities
prior to the  Agreement.  Graham Jessop and/or  Argosy  International,  Ltd. was
required to file a Schedule 13D in connection  with the disposal of a portion of
Argosy's holdings by gift.

The  Company  is  taking  steps to file all  required  forms  that are past due.
Additionally,  the Company is developing a policy to prevent the future  failure
of any officer or director to comply with Section 16(a) of the Exchange Act.

Item 10. Executive Compensation

<TABLE>
<CAPTION>
                                             Annual            LT
                                  Annual     Comp     Annual   Comp     LT
                                  Comp       Bonus    Comp     Rest     Comp      LTIP       All
Name and Post         Year        Salary     ($)     Other    Stock    Options   Payouts     Other
==================   ==========  ========== ======== ======== =======  ========= ========== ========
<S>                   <C>         <C>                <C>      <C>
Graham                2001        $0
Jessop,               2002        $0
Vice                  2003        $150,000                    $7,500
President and
Director

Stephen               2001        N/A
Durland,              2002        N/A
Chief                 2003        $100,000           $9,318   $7,500
Financial
Officer

Andrew J.             2001        N/A
Way,                  2002        N/A
Director              2003        N/A                         $7,500
</TABLE>

All other compensation  includes certain health and life insurance benefits paid
by the Company on behalf of its employees.

Compensation of Directors

The Company has no standard  arrangements  for compensating the directors of the
Company for their service as directors,  or for their  attendance at meetings of
the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  information as of June 30, 2003,  regarding the
ownership of the Company's common stock by each shareholder known by the Company
to be the  beneficial  owner of more than five percent  (5%) of its  outstanding
shares of common stock,  each director and all executive  officers and directors
as a group.  Except as otherwise  indicated,  each of the  shareholders has sole
voting  and  investment  power  with  respect  to the  shares  of  common  stock
beneficially owned.


                                       24
<PAGE>


Name and Address of          Title of  Amount and Nature of   Percent of
Beneficial Owner              Class      Beneficial Owner       Class
-------------------------- ---------- ---------------------- -------------
Graham Jessop                Common        9,016,671             32.5%

Stephen Durland                              350,000              1.3%

Andrew J. Way                                 50,000              0.2%

All Executive Officers and
Directors as a Group         Common        9,416,671             34.0%
(Three (3) persons)
-------------------

(1)  The address for each of the above is c/o the Company at 2705 Canton Street,
     Dallas, Texas 75226.
(2)  Argosy  International,  Ltd. is the registered owner of 9,016,671 shares of
     the  Company's  common  stock.  Mr.  Jessop,  the  Company's  current  Vice
     President and a member of the Board of  Directors,  is an affiliate of that
     entity. There are no arrangements which may result in the change of control
     of the Company.

Item 12. Certain Relationships and Related Transactions

In April 2002, pursuant to the Agreement, the Company acquired all of the issued
and  outstanding  shares  of  Danepath  and  Titanic  Explorations  from  Argosy
International,  Ltd., a company with which Mr. Jessop is affiliated, in exchange
for a total of 2,333,334  shares of common  stock of the  Company.  As a result,
both Danepath and Titanic  Explorations became wholly- owned subsidiaries of the
Company. Also in connection with the Agreement, Ed Myers, former sole officer of
the  Company,  agreed  to  surrender  7,400,000  restricted  shares  back to the
Company. For such offering,  the Company relied upon Section 4(2) of the Act and
the 506  Exemption.  No state  exemption was required,  as the issuance was to a
foreign entity.

Item 13. 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    Share Exchange Agreement between  the  Company,   Danepath  and  Titanic
        Explorations dated April 22, 2002.

10.2    License Agreement Relating to the Wreck "YellowLight"

31.1    Section 302 Certification by Chief Executive Officer.

31.2    Section 302 Certification by Chief Financial Officer.

32.1 *  Sarbanes-Oxley Section 906 Certification by Chief Executive Officer.

32.2 *  Sarbanes-Oxley Section 906 Certification by Chief Financial Officer.
--------------------
(* Filed herewith)

(b) No reports on Form 8-K were filed by the Company  during the last quarter of
the period covered by this Annual Report on Form 10-KSB.


                                       25
<PAGE>


Item 14. Controls and Procedures.

The  President,  who is also  the  chief  executive  officer  and the  principal
financial officer of the Registrant, has concluded based on his evaluation as of
a date within 90 days prior to the date of the filing of this  Report,  that the
Registrant's  disclosure  controls and  procedures  are effective to ensure that
information  required to be disclosed by the  Registrant in the reports filed or
submitted  by it under the  Securities  Act of 1934,  as amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms, and include controls and
procedures  designed to ensure that information  required to be disclosed by the
Registrant in such reports is accumulated and  communicated to the  Registrant's
management,  including the president,  as appropriate to allow timely  decisions
regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.



                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]






                                       26
<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 and 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: October 14, 2003    By:/s/ Graham Jessop
                          --------------------------------------------------
                          Graham Jessop, Vice President

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

                          By:/s/ Dennis McLaughlin
                          --------------------------------------------------
                          Dennis McLaughlin, Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by
the following persons in the capacities and on the dates indicated.


Signature                       Title                            Date
--------------------------      -------------------------   ----------------

/s/ Dennis McLaughlin           Chief Executive               October 14, 2003
--------------------------      Officer, Director
Dennis McLaughlin

/s/ Graham Jessop               Vice President, Director      October 14, 2003
--------------------------
Graham Jessop

/s/ Stephen Durland             Chief Financial Officer       October 14, 2003
--------------------------
Stephen Durland

/s/ Andrew Way                  Director                      October 14, 2003
--------------------------
Andrew Way

/s/ Al T Hunter                 Director                      October 14, 2003
--------------------------
Al T Hunter

/s/ Nick Sinclair-Brown         Director                      October 14, 2003
--------------------------
Nick Sinclair-Brown



                                       27