** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**Form 10-QSB/A**

 

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

** **

**For the Quarterly Period Ended September 30, 2003**

 

**or**

 

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

 

**Commission File Number 0-49750**

 

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**OCEAN RESOURCES, INC.**

(Exact name of registrantas specified in its charter)

 

| **Delaware**                                                                        |   | **33-0857223**                        |
|-------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization)                     |   | (I.R.S. Employer  Identification No.) |
|                                                                                |   |                                  |
| **2705 Canton Street  Dallas, TX  75226**                                      |
| (Address of principal  executive offices, including zip code)                       |
|                                                                                |   |                                  |
| **(469) 227-7806**                                                                  |
| (Registrant’s telephone  number, including area code)                          |
|                                                                                |   |                                  |
| **NONE**                                                                            |
| (Former name, former  address and former fiscal year, if changed since last report) |

 

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Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes ý   No o

 

As of September30, 2003 there were 28,077,892 shares of the registrant’s common stockoutstanding.

 

 

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**OCEAN RESOURCES, INC.**

 

** **

** **
| **PART I  ­ FINANCIAL INFORMATION** |   |
|------------------------------------------|--------|
|                                     |   |
| Item 1                                   | – | Financial Statements  (unaudited) |   |
|                                     |   | Consolidated Balance  Sheets, September 30, 2003 and June 30, 2003 |   |
|                                     |   | Consolidated  Statements of Operations for the Three Month Periods Ended September 30, 2003  and 2002 |   |
|                                     |   | Consolidated  Statements of Cash Flows for the Three Month Periods Ended September 30, 2003  and 2002 |   |
|                                     |   | Notes to  Consolidated Financial Statements |   |
| Item 2                                   | – | Management’s  Discussion and Analysis |   |
| Item 3                                   | – | Controls  and Procedures |   |
|                                     |   |
| **PART II - OTHER INFORMATION**          |   |
|                                     |   |
| Item  1                                  | – | Legal  Proceedings |   |
| Item  2                                  | – | Changes  in Securities and Use of Proceeds |   |
| Item 3                                   | – | Defaults Upon  Senior Securities |   |
| Item  4                                  | – | Submission  of Matters to a Vote of Security Holders |   |
| Item 5                                   | – | Other Information |   |
| Item 6                                   | – | Exhibits and  Reports on Form 8-K |   |
| Signatures                               |   |
| Certifications                           |   |
|                                          |        |  |  |  |

 

2

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**ITEMI - FINANCIAL STATEMENTS**

 

**OCEAN RESOURCES, INC.CONSOLIDATED BALANCE SHEETS(Unaudited)**

** **
|                                                                                                                                    |   | **September  30,  2003** |       | **June 30,  2003** |       |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|------------|--------------------|------------|
| **ASSETS**                                                                                                                              |   |                     | ** ** |               | ** ** |
| Current Assets                                                                                                                          |   |                     |       |               |       |
| Cash and cash  equivalents                                                                                                              |   | $                        | 41,715     |               | $          | — |   |
| Accounts  receivable                                                                                                                    |   | 538                      |       | 538                |       |
| Prepaid expenses                                                                                                                        |   | 952                      |       | 952                |       |
| Total Current  Assets                                                                                                                   |   | 43,205                   |       | 1,490              |       |
| Total Assets                                                                                                                            |   | $                        | 43,205     |               | $          | 1,490 |   |
|                                                                                                                                    |   |                     |       |               |       |
| **LIABILITIES  AND STOCKHOLDERS’ DEFICIT**                                                                                         |   |                     |       |               |       |
|                                                                                                                                    |   |                     |       |               |       |
| Current  Liabilities                                                                                                                    |   |                     |       |               |       |
| Bank loan                                                                                                                               |   | $                        | 36,558     |               | $          | 36,558 |   |
| Accounts payable                                                                                                                        |   | 287,855                  |       | 250,527            |       |
| Accrued expenses                                                                                                                        |   | 8,853                    |       | 8,853              |       |
| Accrued salaries                                                                                                                        |   | 159,658                  |       | 225,658            |       |
| Short-term loans                                                                                                                        |   | 123,538                  |       | 23,538             |       |
| Total Current  Liabilities                                                                                                              |   | 616,462                  |       | 545,134            |       |
| Convertible Note                                                                                                                        |   | 175,000                  |       | —             |       |
| Total  Liabilities                                                                                                                      |   | 791,462                  |       | 545,134            |       |
|                                                                                                                                    |   |                     |       |               |       |
| Stockholders  Equity                                                                                                                    |   |                     |       |               |       |
| Preferred stock,  $0.001 par value, 20,000,000 shares authorized;  none issued                                                          |   | —                   |       | —             |       |
| Common stock,  $0.0001 par value; 150,000,000 shares authorized;  28,265,392 and 27,777,892 shares issued and outstanding, respectively |   | 2,826                    |       | 2,777              |       |
| Additional  paid-in capital                                                                                                             |   | 640,652                  |       | 505,601            |       |
| Deferred expense                                                                                                                        |   | (40,000                  | )          | —             |       |
| Accumulated  deficit                                                                                                                    |   | (1,315,425               | )          | (1,015,712         | )          |
| Accumulated  comprehensive loss                                                                                                         |   | (36,310                  | )          | (36,310            | )          |
| Total  Stockholders’ Deficit                                                                                                       |   | (748,257                 | )          | (543,644           | )          |
|                                                                                                                                    |   | $                        | 43,205     |               | $          | 1,490 |   |

 

See accompanying notes toconsolidated financial statements.

 

3

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**OCEAN RESOURCES, INC.CONSOLIDATED STATEMENTS OFOPERATIONS(Unaudited)**

** **
|                                      |   | **Three  Months Ended  September 30,** |     |
|-------------------------------------------|--------|----------------------------------------|----------|
|                                      |   | **2003**                               |     | **2002** |   |
| Revenue                                   |   | $                                      | —   |   | $ | — |   |
| Cost of sales                             |   | —                                 |     | — |   |
| Gross profit                              |   | —                                 |     | — |   |
|                                      |   |                                   |     |   |   |
| Operating  expenses                       |   |                                   |     |   |   |
| General and  administrative               |   | 299,713                                |     | 115,536 |   |
| Depreciation                              |   | —                                 |     | 12,557 |   |
| Total operating expenses                  |   | 299,713                                |     | 128,093 |   |
| Operating &  net loss                 |   | $                                      | (299,713 | ) | $ | (128,093 | ) |
|                                      |   |                                   |     |   |   |
| Other  comprehensive loss                 |   |                                   |     |   |   |
| Foreign currency  translation gain (loss) |   | —                                 |     | (8,496 | ) |
| Comprehensive  (loss)                     |   | $                                      | (299,713 | ) | $ | (136,589 | ) |
|                                      |   |                                   |     |   |   |
| Loss per common  share:                   |   |                                   |     |   |   |
| Basic and  diluted                        |   | $                                      | (.01     | ) | $ | (.01 | ) |
|                                      |   |                                   |     |   |   |
| Weighted average  shares:                 |   |                                   |     |   |   |
| Basic and  diluted                        |   | 28,040,392                             |     | 25,008,407 |   |

 

See accompanying notes toconsolidated financial statements.

 

4

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**OCEANRESOURCES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)**

** **
|                                                                           |   | **Three  Months Ended  September 30,** |     |
|--------------------------------------------------------------------------------|--------|----------------------------------------|----------|
|                                                                           |   | **2003**                               |     | **2002** |   |
| Cash Flows From  Development Activities:                                       |   |                                   |     |   |   |
| Net loss                                                                       |   | $                                      | (299,713 | ) | $ | (128,093 | ) |
| Adjustments to  reconcile net loss to net cash used in development activities: |   |                                   |     |   |   |
| Common stock  issued for consulting fee                                        |   | 20,000                                 |     | 12,557 |   |
| Depreciation                                                                   |   | —                                 |     | 12,557 |   |
| Change in assets  and liabilities:                                             |   |                                   |     |   |   |
| Decrease in  accounts receivable                                               |   | —                                 |     | 141 |   |
| Increase  (decrease) in accounts payable                                       |   | (28,672                                | )        | 11,389 |   |
| Net Cash Used In  Development Activities                                       |   | (308,685                               | )        | (104,006 | ) |
|                                                                           |   |                                   |     |   |   |
| Cash Flows From  Investing Activities:                                         |   | —                                 |     | — |   |
|                                                                           |   |                                   |     |   |   |
| Cash Flows From  Financing Activities:                                         |   |                                   |     |   |   |
| Proceeds from  sale of participation agreement                                 |   | 100,000                                |     | — |   |
| Proceeds from  short-term loan                                                 |   | —                                 |     | 193,510 |   |
| Common stock  sold for cash                                                    |   | 75,000                                 |     | — |   |
| Sale of  convertible notes                                                     |   | 175,000                                |     | — |   |
| Other                                                                          |   | 100                                    |     | — |   |
| Net Cash  Provided By Financing Activities                                     |   | 350,100                                |     | 193,510 |   |
|                                                                           |   |                                   |     |   |   |
| Effect of  Exchange Rate Changes on Cash                                       |   | —                                 |     | 1,013 |   |
| Net Change In  Cash                                                            |   | 41,715                                 |     | 90,517 |   |
|                                                                           |   |                                   |     |   |   |
| Cash and Cash  Equivalents:                                                    |   |                                   |     |   |   |
| Beginning of  period                                                           |   | —                                 |     | 6,689 |   |
| End of period                                                                  |   | $                                      | 41,715   |   | $ | 97,206 |   |

 

See accompanying notes toconsolidated financial statements.

 

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**Ocean Resources, Inc.Notes to Consolidated FinancialStatements**

**(Informationwith regard to the three months ended September 30, 2003 and 2002 is unaudited)**

 

(1)         Summary of Significant Accounting Principles

 

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

 

Thefollowing summarize the more significant accounting and reporting policies andpractices of Ocean Resources, Inc. (the “Company”):

 

a)              *Use of estimates:* In preparing the consolidated financialstatements, management is required to make estimates and assumptions thataffect the reported amounts of assets and liabilities as of the date of thestatements of financial condition, and revenues and expenses for the quarterthen ended. Actual results may differ significantly from those estimates.

 

b)             *Significant acquisitions:* On April 22, 2002, the Company enteredinto an agreement to acquire 100% of the issued and outstanding common sharesof Danepath, Ltd.(“Danepath”), a United Kingdom company, and TitanicExplorations, Ltd., (“TEL”), a British Virgin Islands company, in exchange for2,333,334 shares of common stock of the Company, in a reverse merger, which isaccounted for as a recapitalization of Danepath and TEL.

 

**c)**              *Principles of consolidation:* The consolidated financial statements include the accounts of OceanResources, Inc. and its subsidiaries. Inter-company balances and transactionshave been eliminated.

 

**d)**             *Earnings (loss) per share:* Net loss per share Basic is computed by dividing the net loss by theweighted average number of common shares outstanding during the period.

 

e)              *Foreign currency transactionand translation gains (losses)*:The principal operations of the Company are located in the United Kingdom. On aconsolidated basis the Company’s reporting currency is the United Statesdollar.

 

f)                *Comprehensive income:* The Company reports comprehensive income inaccordance with FASB Statement No. 130. “Reporting Comprehensive Income”. Thisstatement establishes standards for reporting comprehensive income in financialstatements. Material components of Accumulated Other Comprehensive Income mustalso be disclosed. This statement only modifies disclosures, includingfinancial statement disclosures, and does not result in other changes to theresults or financial position of the Company. Accordingly, Comprehensive Incomeis included in the Statement of Operations, while Accumulated Other Comprehensive(Loss) Income is included in the Shareholders’ Deficit section of the BalanceSheet. Amounts are reported net of tax and include gains and losses on foreigncurrency translation adjustments.

 

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**g)**             *Interim financial information*: The financial statements for the three months ended September 30, 2003and 2002 are unaudited and include all adjustments which in the opinion ofmanagement are necessary for fair presentation, and such adjustments are of anormal and recurring nature. The results for the three months are notindicative of a full year’s results.

 

(2)                                  Stockholders’Equity

In August, 2003, the Company issued 300,000 shares of$0.0001 par value common stock in exchange for consulting services rendered andto be rendered valued at $60,000.  InSeptember, 2003, the Company sold 187,500 shares of $0.0001 par value commonstock for proceeds of $75,000 or $0.40 per share.

 

(3)                                  ConvertibleNotes

During the quarter ended September 30, 2003, theCompany issued $175,000 face value of convertible notes for proceeds of$175,000 due December 31, 2005.  Thenotes bear interest at 10% per annum and are convertible into series Apreferred stock ($0.001 par value) of the Company at $1.00 per share.

 

(4)           ParticipationCertificates

During the quarter ended September 30, 2003, theCompany sold to certain of its Stockholders and Officers $100,000 ofParticipation Certificates which:

 

a.                                       Foreach $10,000 invested permits the holder to participate in 1% of the netsalvage of the Wreck Besholt.

 

b.                                      Atthe option of the holder if salvage operations do not begin before January 31,2004, the participation can be converted into a convertible debenture paying12% interest per annum and convertible into common stock at a 40% discount tothe then common stock price as defined with a $0.10 floor price.

 

The proceeds from the Participation Certificates wasused to acquire the license to the Wreck for $75,000 and the balance of $25,000for operating expenses.

 

(5)           LicenseAgreement

On September 1, 2003, the Company acquired fromValurex SA a license to conduct salvage of the Wreck Besholt’s cargo for a$75,000 non-refundable license fee.  TheCompany expensed the $75,000 in the quarter ending September 30, 2003.  The Company will make additional payments toValurex SA as defined in the Agreement based upon the value of cargo salvaged.

 

(6)                                  ManagementAgreement

On September 1, 2003, the Company entered into aManagement Services Agreement with MAC Partners LP (“MAC”) a company affiliatedwith the Company’s Chief Executive Officer (“CEO”).  The Agreement calls for the payment of $30,000 per month for theservices of the CEO, $7,000 per month for the Company’s Chief Operating Officerplus $14,250 per month for general and administrative services as defined.

 

7

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On September 15, 2003, the Company entered into aManagement Services Agreement with Argosy International, Ltd. (“Argosy”), aCompany owned by its Vice President. The Agreement calls for the payment of $15,000 per month for the VicePresident’s services.

 

(7)                                  Going Concern

The accompanying financial statements have been prepared on agoing-concern basis, which contemplates the realization of assets and thesatisfaction of liabilities in the normal course of business. The Company hasnot been profitable since inception. The ability of the Company to continue asa going concern is dependent upon commencing profitable operations andobtaining additional capital and financing. The Company expects to raiseadditional funds via a private placement of either equity or debt. Thefinancial statements do not include any adjustments that might be necessary ifthe Company is unable to continue as a going concern.

 

(8)                Subsequent Events

On October 27, 2003, theCompany signed an agreement to acquire a vessel for use in its salvageoperations.

 

# **Item 2****. Management’sDiscussion and Analysis**

 

General

 

Certainstatements contained in this quarterly filing, including, without limitation,statements containing the words “believes”, “anticipates”, “expects” and wordsof similar import, constitute forward-looking statements. Such forward-lookingstatements involve known and unknown risks, uncertainties and other factorsthat 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-lookingstatements.

 

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

 

Giventhese uncertainties, readers of this Form 10-QSB and investors are cautionednot to place undue reliance on such forward-looking statements. The Companydisclaims any obligation to update any such factors or to publicly announce theresult of any revisions to any of the forward looking statements containedherein to reflect future events or developments.

 

Discussion and Analysis

 

TheCompany was originally incorporated as Clip ‘N Pierce Fashions, Inc. on April14, 1999. It changed its name to the current name in connection with theacquisition of Danepath Ltd., a United Kingdom company (“Danepath”) and TitanicExplorations Limited (TEL), a British Virgin Islands

 

8

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company (“BVI”) on April 22,2002 (the “Agreement”). The Company’s common stock is presently quoted on theOver the Counter Bulletin Board. Its executive offices are presently located at2705 Canton Street, Dallas, Texas 75226.

 

**Resultsof Operations**

 

**ThreeMonth Period Ending September 30, 2003 Compared to the Three Month Period EndedSeptember 30, 2002**

 

**Revenue-**The Company had no revenue activities for the three month periods endedSeptember 30, 2003 and 2002, respectively.

 

**Operating expenses- **Operating expenses increased $172,000 whencomparing the first quarter of 2003 with the first quarter of 2002. Theincrease primarily relates to a $75,000 license fee related to salvageoperations, $49,000 for vessel insurance and expenses and professional servicefees of $48,000 related to equity investments and general management.

 

**Liquidityand Capital Resources**

 

Cash and cash equivalentsincreased $42,000 for the three months ended September 30, 2003 compared to a$91,000 increase for the three months ended September 30, 2002.  The major components of these changes arediscussed below:

 

**Cash Flows From Development Activities-**Net cash used in development activities was$309,000 at September 30, 2003, compared to net cash used in developmentactivities of $104,000 at September 30, 2002. The increase was primarily theresult of increased net losses.

 

**Cash Flows From Investing Activities- **The Company had no cash flows from investing activities for the threemonth periods ended September 30, 2003 and 2002, respectively.

 

**Cash Flows From Financing Activities-**Cash flows provided by financing activitieswere $350,000 during the three months ended September 30, 2003, primarily dueto the sale of convertible notes of $175,000, proceeds from sale ofparticipation agreements of $100,000 and common stock sold of $75,000.  Cash flows provided by financing activitieswere $194,000 for the three months ended September 30, 2002 due to proceedsfrom a short-term loan.

 

Liquidity Plan

Therecan be no assurance that the Company’s financial condition will improve. TheCompany is expected to continue to have minimal working capital or a workingcapital deficit as a result of current liabilities.

 

TheCompany is currently evaluating its options for raising additional workingcapital via a private placement of either debt or equity.  During the first quarter ended September 30,2003, the Company was able to raise $250,000 in the form of a private placementoffering.  $75,000 was in the form ofcommon stock at $0.40 per share, and $175,000 was in the form of convertible notes,which may be converted to preferred stock at $1.00 per share.

 

TheCompany was able to raise $100,000 in five separate transactions involvingparticipation in a future salvage operation. The agreements have a conversionoption into shares of the Company’s common stock if the salvage operation doesnot begin before January 31, 2004.

 

Research and DevelopmentPlans

Thereare no plans for research and development in the foreseeable future, nor areany expenses in connection with research and development expected.

 

9

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**Forward-LookingStatements**

ThisForm 10-QSB includes “forward-looking statements” within the meaning of Section27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. All statements, other thanstatements of historical facts, included or incorporated by reference in thisForm 10-QSB, which address activities, events or developments which the Companyexpects or anticipates will or may occur in the future, including such thingsas future capital expenditures (including the amount and nature thereof),finding suitable merger or acquisition candidates, expansion and growth of theCompany’s business and operations, and other such matters are forward-lookingstatements. These statements are based on certain assumptions and analyses madeby the Company in light of its experience and its perception of historicaltrends, current conditions and expected future developments as well as otherfactors it believes are appropriate in the circumstances. However, whetheractual results or developments will conform with the Company’s expectations andpredictions is subject to a number of risks and uncertainties, general economicmarket and business conditions; the business opportunities (or lack thereof)that may be presented to and pursued by the Company; changes in laws orregulation; and other factors, most of which are beyond the control of theCompany. Consequently, all of the forward-looking statements made in this Form10-QSB are qualified by these cautionary statements and there can be noassurance that the actual results or developments anticipated by the Companywill be realized or, even if substantially realized, that they will have theexpected consequence to or effects on the Company or its business oroperations. The Company assumes no obligations to update any suchforward-looking statements.

 

# **Item 3****. Controls andProcedures**

 

TheCompany’s Chief Executive Officer and Chief Financial Officer have concluded,based on an evaluation conducted within 90 days prior to the filing date ofthis Quarterly Report on Form 10-QSB, that the Company’s disclosure controlsand procedures have functioned effectively so as to provide those officers theinformation necessary whether:

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

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

 

Therehave been significant changes in the Company’s internal controls and otherfactors since the date of the Chief Executive Officer’s and Chief FinancialOfficer’s evaluation that could significantly affect the Company.  As of September 15, 2003 the followingchanges were made effective:

a)              Dennis McLaughlin, Chief Executive Officer andmember of the Board of Directors

b)             Christopher Chambers, Chief Operating Officerand Corporate Secretary

c)              Alvin T. Hunter, Chairman of the AuditCommittee and member of the Board of Directors

d)             Nick Sinclair-Brown, member of the Board ofDirectors

e)              Graham Jessop, former Chief Executive Officer,now Vice President of Ocean Recovery

f)                J. Mark Ariail, Chief Financial Officer,replacing Stephen Durland as of November 7, 2003.

# **PART II**

 

**Item 1.****Legal Proceedings.**

 

None.

 

10

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**Item 2. Changesin Securities and Use of Proceeds**

 

During the three months ending September 30, 2003, the Company issued187,500 shares of Common Stock to individuals for $75,000 in cash, and soldconvertible promissory notes to individuals for $175,000 in cash.  The convertible notes may be converted topreferred stock at $1.00 per share.  Thesecurities were issued pursuant to the exemption provided by Section 4(2) ofthe Securities Act of 1933.  Thepurchasers of these securities are accredited investors who made informedinvestment decisions and had access to material information regarding theCompany. The certificates representing the common shares and the convertiblenotes bear an appropriate legend restricting the transfer of such securities.

 

**Item 3. Defaults in Senior Securities**

None.

 

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

 

Nomatter was submitted during the quarter ending September 30, 2003, covered bythis report, to a vote of the Company’s shareholders, through the solicitationof proxies or otherwise.

 

**Item 5. Other Information**

 

  None.

 

**Item 6. Exhibits and Reports on Form8-K**

 

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

 
| **Exhibit No.** |   |   |   | **Description**                                                                    |
|-----------------|--------|--------|--------|------------------------------------------------------------------------------------|
|            |   |   |   |                                                                               |
| 3.1             |   | *      |   | Amended and Restated  Certificate of Incorporation.                                |
| 3.2             |   | *      |   | Certificate of Stock  Designation.                                                 |
| 4.1             |   | *      |   | Form of Convertible  Promissory Note.                                              |
| 10.1            |   | *      |   | Management Services  Agreement between MAC Partners, LP and the Company.           |
| 10.2            |   | *      |   | Management Services  Agreement between Argosy International, Ltd. and the Company. |
| 31.1            |   | *      |   | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.          |
| 31.2            |   | *      |   | Certification pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.          |
| 32.1            |   | *      |   | Certification pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.          |
| 32.2            |   | *      |   | Certification pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.          |

 

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*                                   Filed herewith

 

(b)                   Reports on Form 8-K for the quarter endedSeptember 30, 2003:

 
| **Date of  Filing** |   | **Subject**                                                                                                                                                                                                                                                                                                         |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| September 30, 2003  |   | Press release announcing  tri-party licence agreement with Valurex, SA of the Panama City, Rebublic of  Panama and Blue Water Recoveries Limited of West Sussex, United Kingdom. Also  announcement of the appointment of Dennis McLaughlin, Nick Sinclair and Al  Hunter to the Company’s Board of Directors. |

 

11

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
| **Ocean Resources, Inc.**Registrant |
|-------------------------------------|
|                                |   |   |   |   |
|                                | November 24, 2003 |   |   | /s/ Dennis McLaughlin |   |
|                                | Date |   |   | Dennis McLaughlin |   |
|                                |   |   |   | Chief Executive Officer |   |
|                                |   |   |   |   |   |
|                                |   |   |   |   |   |
|                                | November 24, 2003 |   |   | /s/ J. Mark Ariail |   |
|                                | Date |   |   | J. Mark Ariail |   |
|                                |   |   |   | Chief Financial Officer |   |

 

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