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

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

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

For the transition period from: January 1, 2002 - June 30, 2002

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.)

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

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

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:

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



<PAGE>



     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. $505,650.

     Of the  25,008,407  shares of voting  stock of the  registrant  issued  and
outstanding as of June 30, 2002,  7,504,642  shares are held by  non-affiliates.
The aggregate market value of the voting stock held by non-affiliates as of June
30, 2002 was $150,092.84.

                                     PART I

Item 1. Description of Business

     (a) Business Development

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

     The Company is filing this Form 10-KSB in compliance with the effectiveness
of its filing on Form SB-2. The Company will file periodic  reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

     The Company was formed with the contemplated purpose to design, manufacture
and market a unique jewelry  product to bridge a gap between clip-on and pierced
type jewelry  products.  The  incorporator  was unable to implement the proposed
plan.  After  development of a business plan and efforts to develop the business
failed, all such efforts were abandoned.  In April 2002, at the time it acquired
Danepath  and TEL as  wholly-owned  subsidiaries,  its purpose  changed to their
purpose of deep water exploration and recovery.

     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  ("Rule
506") 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)  has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of

                                        2

<PAGE>



the prospective investment,  or the issuer reasonably believes 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 (the "506 Exemption").

     In April 2002,  pursuant to the Agreement,  the Company acquired all of the
issued and outstanding  shares of Danepath and TEL from the shareholder  thereof
in exchange  for a total of  2,333,334  shares of common  stock of ORI valued at
($40,345).  As a result  thereof,  both  Danepath  and TEL  became  wholly-owned
subsidiaries  of ORI. Also in connection  with the Agreement,  Ed Myers,  former
sole officer of the Company, agreed to cancel 7,400,000 restricted shares of 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.  See Part III,  Item 12.  "Certain  Relationships  and  Related
Transactions."

     As a result of said Acquisition,  Argosy  International,  Ltd., a Turks and
Caicos Islands corporation,  ("Argosy") as the sole shareholder of both Danepath
and TEL became a principal shareholder of ORI.

     In May 2002, the Company filed a Certificate of Amendment of Certificate of
Incorporation  wherein it amended the  Company's  Certificate  of  Incorporation
changing its name to Ocean Resources, Inc. in connection with the Agreement. 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.

     In May  2002,  Danepath  leased  storage  space  in  England.  The  cost is
approximately  $400 per  month  and is a  tenancy  at will.  See Part I, Item 2.
"Description of Property."


                                        3

<PAGE>



     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, who was engaged to perform investor  relations
consulting on behalf of the Company. For such offering,  the Company relied upon
Section 4(2) of the Act, the 506  Exemption  and Section  11.602 of the Maryland
Code,  although the Company  failed to file any form with the Office of Maryland
Attorney General, Division of Securities.

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.

     (b) Business of Registrant

     General

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

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

Subsidiaries and Joint Ventures

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

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

Company Concept and Plan of Operation

     The Company's  concept is to identify  well-researched  wreck  projects and
package them together  with state of the art salvage  equipment and expertise in
order to enable the Company to look beyond today's envelope.

     The Company plans to utilize a new  proprietary  technology  called "ATLIS"
for use in shallow water recovery  projects.  IRG now holds an exclusive license
to IRG for the ATLIS  technology  obtained  from its  inventor  for a minimum of
three government projects. The ATLIS

                                        4

<PAGE>



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  utilizes  new  technologies  including  advanced  positioning
techniques using geostationary  satellites,  side scan sonar and new proprietary
detection  equipment  which provides the capacity to find and recover almost any
cargo from the sea bed.

     The Company has documented  archival  research  detailing  salvage projects
around the world, which it intends to undertake as part of an ongoing program of
shipwreck research, location and recovery.

     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.

Cash Requirements and Financing

     The Company's  cash  requirements  are to be satisfied at this time through
private placement  offerings.  The extent of these private  placement  offerings
will be determined on the then prevailing market conditions and the state of the
Company's recovery projects.

Competition

     The Company faces competition from 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 an material adverse effect on the Company's  business,
financial condition or results of operations.

     Currently,   the  Company's  competitors  include:   Nauticos  Corporation,
Bluewater Recoveries,  Ltd., Columbus America 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 the search
for the remains of the Atocha.

Sources and Availability of Raw Materials

     The materials and equipment  needed to conduct  deepwater  exploration  and
salvage  are  available  only from a very  limited  number of third  parties and
almost always for sale,  rather than for rent.  The cost of these  materials and
equipment is extremely high.  While this present  barriers to entry of the field
of underwater exploration for potential competitors, it also translates to large

                                        5

<PAGE>



outlays of capital for retrofitting  seagoing vessels with the latest technology
with no guarantee that it will generate revenues for the Company.  Additionally,
the  Company  must  rely  on a  very  small  number  of  suppliers  and  skilled
technicians to install such materials and equipment.

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  original  intellectual  property  with
patents,   copyrights  and/or  trademarks  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
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  ("UNESCO").  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 they 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 2002, 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  exhibition
activities. The Company does not anticipate that

                                        6

<PAGE>



the costs to comply with such laws and regulations will have any material effect
on the Company's capital expenditures, earnings, or competitive position.

Employees and Consultants

     At June 30,  2002,  the Company  employed  three (3)  persons.  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.

Item 2. Description of Property

     The  Company  maintains  its  executive  offices at the office of its Chief
Financial  Officer Stephen  Durland at 232A Royal Palm Way, Palm Beach,  Florida
33480.  Its telephone number is (561) 822-9995 and its facsimile number is (561)
822-9942.

     The  Company  owns no real  property  and its  personal  property  consists
primarily of the SV Explorer, with an original cost of $609,806.

     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

     On April 22,  2002,  the  shareholders  approved  the  Agreement by written
consent  without a meeting.  In May 2002,  the Company  filed a  Certificate  of
Amendment  of  Certificate  of  Incorporation  wherein it amended the  Company's
Certificate  of  Incorporation  changing  its name to Ocean  Resources,  Inc. in
connection  with the  Agreement.  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.  No other matters were  submitted to
the shareholders for a vote during the fiscal year ended June 30, 2002.

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 ("OTCBB").

     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

                                        7

<PAGE>



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.

     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,  2002,  there  were 52  holders  of record of the  Company's
common stock.

     As of June 30, 2002, the Company had 25,008,407  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  Company's  common  stock is  presently  quoted on the Over The Counter
Bulletin  Board (OTCBB) under the symbol  "OCRI."The  high,  low and average bid
information for each quarter are as follows:

<TABLE>
<CAPTION>
Quarter                  High Bid          Low Bid          Average Bid
------------------      ---------          -------          ------------
<S>                      <C>               <C>              <C>
First Quarter 2002       $0.65             $0.00            $0.33
Second Quarter 2002      $0.06             $0.00            $0.03
Third Quarter 2002       $5.75             $0.02            $2.89
</TABLE>

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.


                                        8

<PAGE>



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

     Given these  uncertainties,  readers of this Form 10-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) Summary

     Ocean Resources,  Inc. f/k/a/ Clip 'N Pierce Fashions, Inc. (the "Company")
was  organized  under the laws of the State of Delaware on April 14,  1999.  The
Company  was  originally  organized  with the  contemplated  purpose  to design,
manufacture  and market a unique jewelry product to bridge a gap between clip-on
and pierced type jewelry products.  The Company's maintains executive offices at
232A Royal Palm Way, Palm Beach, FL 33480, Telephone:  (561) 822-9995 on a month
to month basis with no lease and has since September 2002.

     The   incorporator  was  unable  to  implement  the  proposed  plan.  After
development of a business plan and efforts to develop the business  failed,  all
such efforts were abandoned. In April 2002, at the time it acquired Danepath and
TEL as wholly-owned  subsidiaries,  its purpose changed to their purpose of deep
water exploration and recovery.

     In April 2002,  pursuant to the Agreement,  the Company acquired all of the
issued and outstanding shares of Danepath and TEL from the shareholders  thereof
in exchange  for a total of  2,333,334  shares of common  stock of ORI valued at
($40,345).  As a result  thereof,  both  Danepath  and TEL  became  wholly-owned
subsidiaries of ORI. Also in connection with the Agreement, 7,400,000 restricted
shares of the Company were cancelled.

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

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

     Danepath Ltd. was established in June 2000 as a wholly owned United Kingdom
subsidiary of RMS Titanic,  Inc.  Danepath Ltd. acquired the 178 foot, 1,050 ton
research  vessel SV Explorer that was utilized in the 2000 expedition to the RMS
Titanic  wreck  site.  The vessel was built by and  purchased  from the  Natural
Environment  Research Council, a British  governmental  agency.  During the 2000
Titanic expedition,  RMS Titanic,  Inc. utilized the SV Explorer for fifty-three
days. At the end of the 2000 Titanic expedition, the SV Explorer was utilized in
other search and recovery

                                        9

<PAGE>



operations  conducted  by RMS  Titanic,  Inc.  In 2002 and 2001,  Danepath  Ltd.
contracted  and  successfully  completed  specialized  recovery work for several
major European companies.

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

     The Company's  concept is to identify  well-researched  wreck  projects and
package them together  with state of the art salvage  equipment and expertise in
order to enable the Company to look beyond today's envelope.

     The Company plans to utilize a new  proprietary  technology  called "ATLIS"
for use in shallow water recovery  projects.  IRG now holds an exclusive license
to IRG for the ATLIS  technology  obtained  from its  inventor  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  utilizes  new  technologies  including  advanced  positioning
techniques using geostationary  satellites,  side scan sonar and new proprietary
detection  equipment  which provides the capacity to find and recover almost any
cargo from the sea bed.

     The Company has documented  archival  research  detailing  salvage projects
around the world, which it intends to undertake as part of an ongoing program of
shipwreck research, location and recovery.

     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

(c) Results of Operations

For the Years Ended June 30, 2002 & June 30, 2001

Financial Condition, Capital Resources and Liquidity

     For the twelve months  ending June 30, 2002 and June 30, 2001,  the Company
recorded  revenues  of  $505,650  and  $353,015  respectively.  The  increase of
$152,635 is due to increased usage of our ship, the SV Explorer.  For the twelve
months ending June 30, 2002 and June 30, 2001,  the Company had cost of sales of
$425,928 and $345,851 respectively. The increase of $80,077 is due

                                       10

<PAGE>



to increased  usage of our ship.  For the twelve months ending June 30, 2002 and
June 30,  2001,  the  Company  recorded  gross  margin of  $79,722  and  $7,164,
respectively.  The increase of $72,558,  is primarily due to increased  usage of
our ship,  which also  continues to increase  above our base cost of maintaining
the ship.

     For the twelve months  ending June 30, 2002 and June 30, 2001,  the Company
had, on a consolidated  basis,  general and administrative  expenses of $290,798
and  $146,430,  respectively.  The  increase  of $144,368  is due  primarily  to
increase professional fees and repairs and maintenance of the ship and equipment
on the ship.

     For the twelve months  ending June 30, 2002 and June 30, 2001,  the Company
had on a consolidated  basis total operating  expenses of $342,815 and $199,255,
respectively. The increase of $143,560 is due primarily to increase professional
fees and repairs and  maintenance  of the ship and  equipment  on the ship.  The
difference of $808 is attributable to lower depreciation expense.

Net Losses

     For the twelve months  ending June 30, 2002 and June 30, 2001,  the Company
reported a net loss from operations  excluding currency  translation of $263,658
and $191,915 respectively. The increase of $71,743 is the result of the increase
of general and administrative expenses less the increase in gross margin.

     At  June  30,  2002,  the  Company  had  assets  totaling  $506,178  and an
accumulated net loss of $455,574.

Liquidity/Working Capital

     At June 30, 2002, the company had $979,465 working capital deficit compared
to $643,174 at June 30, 2001.  The increase of $336,291 is primarily  due to the
loss  recorded  for the year ended June 30,  2002,  and the  purchase of capital
equipment.

     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 $446,000
expiring $254,000,  and $192,000 at June 30, 2022, and 2021,  respectively.  The
Company has a $89,000 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.

                                       11

<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















<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Board of Directors and Stockholders
Ocean Resources, Inc.
(f/k/a Clip 'N Pierce Fashion, Inc.)
Palm Beach, Florida

We have audited the accompanying consolidated balance sheets of Ocean Resources,
Inc.,  (f/k/a  Clip 'N Pierce  Fashion,  Inc.) as of June 30,  2002 and June 30,
2001, 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., (f/k/a
Clip 'N Pierce  Fashion,  Inc.),  as of June 30, 2002 and June 30, 2001, 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
Kempisty & Company
Certified Public Accountants, P.C.

New York, New York
October 9, 2002



                                       F-2

<PAGE>


<TABLE>
<CAPTION>

                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, Inc.)
                           Consolidated Balance Sheets
                                    June 30,


                                                                                     2002               2001
                                                                              ------------------ ------------------
<S>                                                                           <C>                <C>
                                    ASSETS
CURRENT ASSETS
   Cash                                                                       $            6,689 $           28,418
   Accounts receivable                                                                       619             44,146
                                                                              ------------------ ------------------

           Total Current Assets                                                            7,308             72,564
                                                                              ------------------ ------------------

PROPERTY AND EQUIPMENT
   Equipment                                                                             609,806            508,700

      Less: Accumulated depreciation                                                    (110,936)           (51,123)
                                                                              ------------------ ------------------

            Total Property and Equipment                                                 498,870            457,577
                                                                              ------------------ ------------------

Total Assets                                                                  $          506,178 $          530,141
                                                                              ================== ==================

                    LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable                                                           $           95,255 $           43,851
   Short-term loans                                                                      891,518            671,887
                                                                              ------------------ ------------------

            Total Current Liabilities                                                    986,773            715,738
                                                                              ------------------ ------------------

Total Liabilities                                                                        986,773            715,738
                                                                              ------------------ ------------------

STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value, authorized 20,000,000 shares;
     none issued                                                                               0                  0
   Common stock, $0.0001 and no par value, authorized 150,000,000 and
     1,000,000 shares; 25,008,407 and 750 issued and outstanding, respectively             2,501                151
   Additional paid-in capital                                                             (2,150)                 0
   Accumulated comprehensive income (loss)                                               (25,372)             6,167
   Accumulated deficit                                                                  (455,574)          (191,915)
                                                                              ------------------ ------------------

            Total Stockholders' Deficit                                                 (480,595)          (185,597)
                                                                              ------------------ ------------------

Total Liabilities and Stockholders' Deficit                                   $          506,178 $          530,141
                                                                              ================== ==================
</TABLE>













     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, Inc.)
       Consolidated Statements of Operations and Comprehensive Operations
                              Years Ended June 30,



                                                                                    2002                2001
                                                                             ------------------- ------------------
<S>                                                                          <C>                 <C>
REVENUES                                                                     $           505,650 $          353,015

COST OF SALES                                                                            425,928            345,851
                                                                             ------------------- ------------------

          Gross margin                                                                    79,722              7,164
                                                                             ------------------- ------------------

OPERATING EXPENSES
   General and administrative                                                            290,798            146,430
   Depreciation                                                                           52,017             52,825
                                                                             ------------------- ------------------

          Total operating expenses                                                       342,815            199,255
                                                                             ------------------- ------------------

Operating income (loss)                                                                 (263,093)          (192,091)
                                                                             ------------------- ------------------

OTHER INCOME (EXPENSE)
   Interest income                                                                            12                176
   Gain (loss) on sale of fixed assets                                                      (577)                 0
   Foreign currency transaction gain (loss)                                                    0                  0
                                                                             ------------------- ------------------

          Total other income (expense)                                                      (565)               176
                                                                             ------------------- ------------------

Net loss                                                                                (263,658)          (191,915)

Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                              (31,539)             6,167
                                                                             ------------------- ------------------

Comprehensive loss                                                           $          (295,197)$         (185,748)
                                                                             =================== ==================

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

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











     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, 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, 2000                                  0 $       0 $         0 $        0 $             0 $          0 $            0

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

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

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

Year Ended June 30, 2002:
------------------------
   Reverse merger                     10,741,636         0         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       2,167     (2,167)              0            0              0
   Other comprehensive income (loss)           0         0           0          0         (31,539)           0        (31,539)

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

ENDING BALANCE, June 30, 2002         25,008,407 $       0 $     2,501 $   (2,150)$       (25,372)$   (455,573)$     (480,594)
                                      ========== ========= =========== ========== =============== ============ ==============
</TABLE>















     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, Inc.)
                      Consolidated Statements of Cash Flows
                              Years Ended June 30,



                                                                                     2002                 2001
                                                                               -----------------   -------------------
<S>                                                                            <C>                 <C>
CASH FLOWS FROM DEVELOPMENT ACTIVITIES:
Net loss                                                                       $        (263,658)  $          (191,915)
Adjustments to reconcile net loss to net cash used for development
activities
   Depreciation                                                                           52,017                52,825
Change in assets and liabilities
   (Increase) decrease in accounts receivable                                             44,764               (44,146)
   Increase (decrease) in accounts payable                                                40,734                30,593
                                                                               -----------------   -------------------

Net cash used by development activities                                                 (126,143)             (152,643)
                                                                               -----------------   -------------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                    (51,423)             (508,700)
   Disposal o f property and equipment                                                       721                     0
                                                                               -----------------   -------------------

Net cash used by investing activities                                                    (50,702)             (508,700)
                                                                               -----------------   -------------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from short-term loan                                                         146,415               671,887
   Stock sold for cash                                                                         0                   151
                                                                               -----------------   -------------------

Net cash provided by financing activities                                                146,415               672,038
                                                                               -----------------   -------------------

Effect of exchange rates on cash                                                           8,701                17,723
                                                                               -----------------   -------------------

Net increase (decrease) in cash                                                          (21,729)               28,418

CASH, beginning of period                                                                 28,418                     0
                                                                               -----------------   -------------------

CASH, end of period                                                            $           6,689   $            28,418
                                                                               =================   ===================
</TABLE>

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










     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, Inc.)
                   Notes to Consolidated Financial Statements


(1) Summary of Significant Accounting Principles
     The Company Ocean Resources,  Inc., (f/k/a Clip 'N Pierce Fashion, Inc.) is
     a  Delaware   chartered   corporation  which  conducts  business  from  its
     headquarters in Palm Beach,  Florida. The Company was incorporated on April
     14, 1999. On May 23, 2002, the Company changed its name to Ocean Resources,
     Inc.

     The Company's operations encompass all aspects of maritime salvage.

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

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

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

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

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

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

     e) Property and  equipment  All property and equipment are recorded at cost
     and depreciated over their estimated useful lives, generally three, five or
     seven  years,  using  the  10%  declining  balance  method.  Upon  sale  or
     retirement,  the costs and related accumulated  depreciation are eliminated
     from their respective accounts,  and the resulting gain or loss is included
     in the results of operations.  Repairs and maintenance charges which do not
     increase  the  useful  lives of the assets are  charged  to  operations  as
     incurred.  Depreciation expense was $52,017 and $52,825 for the years ended
     June 30, 2002 and 2001, respectively.

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

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

                                       F-7

<PAGE>


                              Ocean Resources, Inc.
                      (f/k/a Clip 'N Pierce Fashion, Inc.)
                   Notes to Consolidated Financial Statements


(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.

(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  $446,000,  expiring
     $254,000 and $192,000 at June 30, 2022 and 2021, respectively.

     The amount  recorded as deferred tax assets as of June 30, 2002 is $89,000,
     which  represents the amount of tax benefit of the loss  carryforward.  The
     Company has  established  a valuation  allowance  against this deferred tax
     asset, as the Company has no history of profitable operations.

(4)  Going Concern The accompanying financial statements have been prepared on a
     going-concern  basis,  which contemplates the realization of assets and the
     satisfaction  of liabilities in the normal course of business.  As shown in
     the accompanying consolidated financial statements,  the Company incurred a
     net loss of $446,000  for the period since  inception  ended June 30, 2002.
     The ability of the Company to continue as a going concern is dependent upon
     commencing  profitable  operations  and  obtaining  additional  capital and
     financing.  The  Company  expects to raise  additional  funds via a private
     placement of either equity or debt. The financial statements do not include
     any  adjustments  that  might be  necessary  if the  Company  is  unable to
     continue as a going concern.

(5)  Short-Term Note Payable In fiscal 2001, the Company's subsidiary received a
     $672,000 short-term, non-interest bearing demand loan from a third party.

     During  fiscal 2002,  unrelated  parties  loaned the Company  approximately
     $146,000 as short-term, non-interest bearing demand notes.

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

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

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

                                       F-8






<PAGE>



Item 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.

<TABLE>
<CAPTION>
Name                       Age          Position(s) with Company
------------------         ---          -------------------------
<S>                        <C>           <C>
Graham Jessop              45            Chairman, CEO and President
Stephen H. Durland         48            Chief Financial Officer
John A. Upton              58            Director
Derrick Barton             43            Director
Andrew J. Way              39            Director
</TABLE>

     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

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  worlds  largest  bullion
recovery.  5 tons of gold was recovered  from the wartime wreck of HMS Edinburgh
on behalf of the UK and Russian Governments.

     Mr. Jessop has led many salvage operations in the intervening years gaining
a unique talent for  shipwreck  research,  location and  recovery.  He has under
taken a wide  diversity of  projects,  including  the location of shallow  water
Colonial  wrecks in the  Caribbean,  deep-water  recovery from wrecks as deep as
3850 meters.

                                       12

<PAGE>




     Recently  Mr.  Jessop was  employed as Director  of research  and  recovery
operations  for RMS Titanic,  Inc, and diving to the wreck of the Titanic during
the 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. It is a full service CPA firm which  includes SEC audits.  The
firm  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 eighth  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.

John A. Upton

     Mr. Upton has been  self-employed  since 1995. He sells and markets various
products  primarily for hotels.  Mr. Upton also sells and distributes  wholesale
wood products. He has been involved in the management of both private and public
companies  since 1997. Mr. Upton  attended the University of British  Columbia -
Vancouver between 1964 and 1968, where he earned a Bachelor of Arts degree.

Derrick Barton

     Mr. Barton is the current  Vice-President and Director of Operations of RMS
Titanic,  Inc. and has served in those  capacities since July 2000. There he has
completed  22 dives to the  wreck of the  Titanic  and has  produced  underwater
photography  seen around the world. He is also  responsible for the conservation
facility and warehouse,  including the control and registration of the artifacts
recovered from the Titanic wreck.

     From October 1994 to July 2000, Mr. Barton was the sole principal of Crisis
Management  &  Security  Consultancy,  which was a private  association  of risk
management professionals specializing in counter terrorism as well as kidnap and
ransom. In that capacity, he conducted physical security,  business interruption
and contingency (and  extraction)  planning,  protection of executives,  etc. He
focused his efforts mainly in the UK, Central and Eastern  Europe,  Asia and the
United States.

     Mr. Barton attended St. Michael's College in Yorkshire, UK.




                                       13

<PAGE>


Andrew J. Way

     Mr. Way  established  and ran a joint venture with Ernst & Young to develop
online benchmarking  systems for buyers in a B2B environment between August 1999
and January 2002.  Between June 1997 and January 1999,  Mr. Way was the Managing
Director of The  Infrastructure  Development  Group, The Economist  Intelligence
Unit. In that capacity,  among other things, he maintained relations with senior
members of government and client relationships with executives of infrastructure
investment  companies,  he acted as the group's  commentator  on  infrastructure
affairs,  regulatory  reform and  investment  opportunities  in the Asia Pacific
region. He was formerly a paratrooper for the British Army.

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  13(d) 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  13(d) in connection  with the Agreement in
April 2002, when they acquired  approximately  70% of the Company's  outstanding
common  equity  securities.  Graham Jessop was also required to file a Form 3 in
connection with the Agreement.  In June 2002, John A. Upton,  Derrick Barton and
Andrew J. Way were  required to file Forms 3 as new  Directors  of the  Company,
even though they have never owned any class of equity securities of the Company.
In  September  2002,  Stephen H.  Durland  was  required to file Form 3 as a new
Director,  even  though he has never  owned any class of equity  security of the
Company.

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

                                       14



<PAGE>


Item 10.          Executive Compensation

<TABLE>
<CAPTION>
Name                  Year        Annual     Annual            LT
and Post                          Comp       Comp     Annual   Comp     LT                   All
                                  Salary     Bonus    Comp     Rest     Comp      LTIP       Other
                                             ($)      Other    Stock    Options   Payouts
==================   ==========  ========== ======== ======== =======  ========= ========== ========
<S>                   <C>         <C>
Graham                2001        $0
Jessop,
Chairman,             2002        $0
Chief
Executive
Officer and
President

Stephen               2001        N/A
Durland,
Chief                 2002        N/A
Financial
Officer

John A.               2001        N/A
Upton,
Director              2002        N/A

Derrick               2001        N/A
Barton,
Director              2002        N/A

Andrew J.             2001        N/A
Way,
Director              2002        N/A
</TABLE>

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


                                       15

<PAGE>



Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company 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, 2002,  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 share of common stock
beneficially owned.

<TABLE>
<CAPTION>
Name and Address of          Title of  Amount and Nature of   Percent of
Beneficial Owner              Class      Beneficial Owner       Class
------------------------------------- ---------------------- -------------
<S>                          <C>          <C>                     <C>
Graham Jessop                Common       17,500,005              70%

Stephen Durland                                    0               0%

John A. Upton                Common            3,760               0.1%

Derrick Barton                                     0               0%

Andrew J. Way                                      0               0%

All Executive Officers and   Common       17,503,765              70.1%
Directors as a Group
(Five (5) persons)
-------------------
</TABLE>

(1)  The address for each of the above is c/o Stephen Durland at 232A Royal Palm
     Way, Palm Beach, Florida 33480.


                                       16

<PAGE>



(2)  Argosy International,  Ltd. is the registered owner of 17,500,005 shares of
     the Company's common stock.  Mr. Jessop,  the Company's  current  Chairman,
     Chief Executive Officer and President 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 TEL from the shareholder  thereof
in exchange  for a total of  2,333,334  shares of common  stock of ORI valued at
($40,345).  As a result  thereof,  both  Danepath and TEL became  wholly-  owned
subsidiaries  of ORI. Also in connection  with the Agreement,  Ed Myers,  former
sole officer of the Company, agreed to cancel 7,400,000 restricted shares of 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:

<TABLE>
<CAPTION>
Exhibit No.             Description
--------------------------------------------------------------
<S>      <C>      <C>
10.1     *        Share Exchange Agreement between the Company, Danepath and TEL dated April 22, 2002.

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

99.2     *        Sarbanes-Oxley Certification by Chief Financial Officer under Section 906.
--------------------
</TABLE>

(*  Filed herewith)

     (b)  Reports on Form 8-K have been filed by the  Company on  September  30,
2002, September 23, 2002, September 6, 2002, August 27, 2002, July 10, 2002, May
20, 2002 and May 16, 2002.







                                       17

<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 9, 2002     By:/s/ Graham Jessop
                          --------------------------------------------------
                          Graham Jessop, Chairman, Chief Executive Officer
                          and President

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

                          By:/s/ John A. Upton
                          --------------------------------------------------
                          John A. Upton, Director

                          By:/s/ Derrick Barton
                          --------------------------------------------------
                          Derrick Barton, Director




     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.


<TABLE>
<CAPTION>
Signature                           Title                                  Date
--------------------------          ---------------------------       ----------------

<S>                                 <C>                                <C>
/s/ Graham Jessop                   Chairman, CEO and President        October 9, 2002
-----------------------------
Graham Jessop

/s/ Stephen Durland                 Chief Financial Officer            October 9, 2002
-----------------------------
Stephen Durland

/s/ John A. Upton                   Director                           October 9, 2002
-----------------------------
John A. Upton

/s/ Derrick Barton                  Director                           October 9, 2002
-----------------------------
Derrick Barton


</TABLE>

                                       18


<PAGE>


                                 CERTIFICATIONS

     I, Graham Jessop, certify that:

     1. I have reviewed  this annual  report on Form 10-KSB of Ocean  Resources,
Inc.;

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

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



Date: October 8, 2002

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



     I, Stephen H. Durland, certify that:

     1. I have reviewed  this annual  report on Form 10-KSB of Ocean  Resources,
Inc.;

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

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


Date: October 8, 2002

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