United States
Securities and Exchange CommissionWashington, D.C. 20549

Form 10-KSB

|(Mark One)                                   |                                                                                     
|-------------------------------------------- | ------------------------------------------------------------------------------------
|ý                                            | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|For the fiscal year ended June 30, 2004     
|o                                            | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934  
|For the transition period
from            to

Commission File No. 000-49750

OCEAN RESOURCES INC.(Name of Small Business Issuer in its Charter)

|DELAWARE(State or Other Jurisdiction of Incorporation or Organization)                   |  | 33-0857223(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------- |  | ----------------------------------------------
|3001 Knox Street, Suite 403, Dallas, Texas 75205(Address of Principal Executive Offices)
|(214) 389-9800(Issuer's Telephone Number, Including Area Code)                          

Securities
Registered Under Section 12(b) of the Exchange Act:

Title of Each Class
None

Name of Each Exchange on which Registered


Securities
Registered Under Section 12(g) of the Exchange Act:

Common
Stock, $0.0001 Par Value
(Title of Class)

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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. o

The registrant had no revenues for the most recent fiscal year. As of October 12, 2004 the Registrant had 102,557,301 shares of Common Stock, $.0001 par value,
outstanding, and the aggregate market value of the shares held by non-affiliates on that date was approximately $8,561,500.

Transitional
Small Business Disclosure format: Yes o    No ý



---





PART I

Item 1. Description of Business

(a) Business Development

Ocean
Resources, Inc. (the "Company") was incorporated in the State of Delaware on April 14, 1999. The Company was originally incorporated as Clip "N Pierce
Fashions, Inc., a manufacturer, designer, and marketer of jewelry products. Unable to implement its original business plan, the Company entered into an agreement on April 22, 2002 with
Argosy International, Ltd., a Turks and Caicos Island corporation, whereby the Company acquired all of the issued and outstanding shares of Danepath Ltd., a United Kingdom company
("Danepath") and Titanic Explorations Limited, a British Virgin Islands company ("TEL"). Simultaneous with the acquisition, the Company changed its name to Ocean Resources, Inc.
and shifted its business focus to deep water exploration and recovery.

The
Company's common stock is presently quoted on the Over the Counter Bulletin Board. Its executive offices are presently located at the office of its Chief Executive Officer, Dennis
McLaughlin, at 3001 Knox Street, Suite 403, Dallas, Texas 75205. Its telephone number is (214) 389-9800 and its facsimile number is (214) 389-9806.

(b) Business of Issuer

The
Company is engaged in the business of deep water research, exploration, survey, and recovery operations of valuable shipwrecks. Revenue is anticipated to be derived through the sale
of recovered cargo from deep-ocean shipwrecks located in international waters. Projects will be directed by the company's vice president of salvage recovery operations, Mr. Graham
Jessop, an internationally accomplished deep sea salvage expert who participated in the recoveries of the RMS Titanic, RMS Carpathia, S.S. John Barry and HMS Edinburgh.

The
Company will utilize archival shipwreck research acquired with the acquisition of TEL from Argosy International. In addition, the Company will utilize research developed by
Mr. Jessop over a 20-year period. Further, the Company has contractual relationships with third party shipwreck researchers within the network of historical maritime and
deep-ocean survey communities which provide a collective base of knowledge from which to launch successful recovery projects.

The
technologies to be employed by the Company will allow for recovery operations in waters much deeper than previously possible. These technologies include the search and recovery
vessel M.V. Ocean Boomer (formerly M.V. Northern Horizon). The M.V. Ocean Boomer is a dynamically positioned ship that has seen service on high profile expeditions such as the discoveries of HMS Hood
and Bismarck. Additional technologies to be utilized include a Remotely Operated Vehicle (ROV) that operates in depths of up to 5,000 meters, a "grab" technology that is remotely operated, and the
latest in sonar and global positioning equipment and software.

Deep-ocean
shipwrecks in international waters present large opportunities for the Company. Once thought impossible to salvage, shipwrecks that are in depths of up to 5,000
meters are prime candidates for recovery. To the best of the Company's knowledge, no other marine salvor today operates similar technology in 2,500-meter to 5,000-meter depths.

The
Company, through operating subsidiaries and with 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:



1

---





On
September 8, 2003, the Company entered into a tri-party license agreement with Valurex, SA of Panama City, Republic of Panama and Blue Water Recoveries Limited of
West Sussex, UK. This license agreement relates to a commercial cargo ship sunk in 1942 by a German U-Boat. The manifested cargo has an approximate fair market value at current spot prices
of approximately $55 million. The manifested cargo includes copper, tin, cobalt, uranium ore, tantalite and cadmium sticks. Under the terms of the license agreement, the Company has acquired
the rights and information as to the exact location of this wreck, among other information. This agreement was contingent upon the payment of a $75,000 license fee, which the Company paid on
September 12, 2003. The agreement further requires the Company to commence salvage operations within eighteen months. This agreement also gives the Company the first right of refusal to four
other wrecks for which the counter parties control information relating to location and cargo. The agreement requires the Company to pay the counter parties $500,000 from the first $1 million
of salvage proceeds and 5% of the salvage proceeds thereafter until completion.

On
June 14, 2004, the Company entered into a sub-contractor agreement with Argosy International Limited for the right to salvage two World War I wrecks located off the
Irish coast. The agreement provides for the Company to retain 85% of the net salved value of the cargo recovered less a one time fee of $160,000.

Market

The marine salvage market has recently received large media attention with recent discoveries. Many scientists and archeologists believe that the oceans hold more
ore from sunken assets than the earth still holds to mine. This has lured many companies and individual treasure seekers to take on a high-risk, high-return and
high-excitement venture. Many of the wrecks in shallower waters have already been identified and recovered. These wrecks are primarily the domain of small salvage companies, fisherman and
sport divers. Deep-ocean exploration, on the other hand, is largely confined to well-financed, well-equipped companies with the technical and professional expertise
required for such expeditions.

Competition

Marine exploration is a niche market. The majority of salvors today are limited to shallow waters because of the scarcity of experienced and professional
expertise and the substantial investment in equipment necessary for the deeper depths.

The
limited number of salvors participating in deep-ocean exploration are primarily driven by changes and advances in technology. ROVs are today's top technological advances
as they allow for the recovery and exploration of depths far beyond that of a human-occupied vessel. There are only a few of these machines in the marketplace and only a handful possess the ability to
travel to the new, un-recovered areas at depths as deep as 5,000 meters below sea level. The cost and proprietary nature of grabber technology further restricts new market entry or a
transition to the deeper depths by existing entities. Consequently, the vast majority of deep-ocean salvors opt to pursue wrecks in depths of less than 2,500 meters.

Two
of the more notable deep-ocean exploration companies are Odyssey Marine Exploration, Inc. and Nauticos Corporation, a division of Oceaneering International.
Odyssey is most recently credited with discovering the SS Republic off the coast of Georgia. Nauticos is noted for its discovery of the WWII Japanese aircraft carrier Kaga. Neither company is
presently seen as a significant competitor in waters beyond the 2,500-meter range. Odyssey has recently invested heavily in equipment capable of

2

---



reaching
a maximum depth of 2,500 meters. Although credited with several finds, Nauticos is primarily engaged in support work for the U.S. Navy.

Sources and Availability of Equipment

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

Research and Development

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

Patents, Copyrights and Trademarks

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

Governmental Regulation

To the extent that the Company engages in shipwreck search and recovery activities in the territorial, contiguous or exclusive economic zones of countries, the
Company must comply with applicable regulations and treaties. Prior to engaging in any project, the Company seeks legal advice to ascertain what effect applicable regulations and treaties 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 been adopted by the United Nations Educational, Scientific & Cultural Organization. This Convention could restrict access to historical shipwrecks throughout the world to
the extent that it would require compliance with certain guidelines. These guidelines require adherence to strict archaeological practices, and the Company intends to follow these guidelines in all
projects to which the guidelines are applicable.

The
Convention states that artifacts may not be sold, but it also states that this prohibition may not prevent the provision of archaeological services. The Company believes that the
primary value of the cargoes it seeks are trade goods (such as metal ingots), which are not artifacts of historical, archaeological or cultural significance and so will not be subject to the rule
prohibiting sale. The primary countries from 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.

3

---



Cost of Research and Development

For fiscal year 2004, 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 in connection with its planned recovery activities. The Company does not anticipate that the
costs to comply with such laws and regulations will have any material effect on the Company's financial position.

Employees and Consultants

At June 30, 2004, the Company employed two (2) persons, choosing to engage other personnel via consulting arrangements. Consultants perform a
variety of tasks for the benefit of the Company, including, management, legal, shipwreck research, permitting and licensing, public and investor relations, and other services.

Risk Factors

Investors in shares of our Common Stock should consider the following risk factors, in addition to other information in this Form 10-KSB:



4

---





5

---





Item 2. Description of Property

The Company maintains its executive offices at the office of its Chief Executive Officer, Dennis McLaughlin, at 3001 Knox Street, Suite 403, Dallas, Texas 75205.
Its telephone number is (214)389-9800 and its facsimile number is (214)389-9806.

The
M.V. Ocean Boomer, a 1,833 gross tonnage vessel, is registered in Panama. Its main dimensions include a length of 69.22 meters, breadth of 12.34 meters, and depth of 8.08 meters. The
steel hulled, diesel electric vessel is capable of speeds up to 12 knots.

The
Abyssub 5000 ROV is a 4,000 meter rated work vehicle equipped with a fully redundant 40Hp electro-hydraulic power system, sonar, cameras, and tether system.

Item 3. Legal Proceedings

The Company is involved in various claims and other legal matters initiated by the Company in the course of conducting its business. The Company believes that
neither such claims and legal matters nor the cost of prosecuting and/or defending such claims and legal matters will have a material affect on the Company's financial condition or cash flows. No
material claims are currently pending; however, no assurances can be given that future claims, if any, may not be material.

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

No matters were submitted to the shareholders for a vote during the fiscal year ended June 30, 2004.

Item 5. Market for Common Equity and Related Stockholder Matters

The
Company's common stock is traded on the OTC Bulletin Board under the symbol "OCRI". The following table sets forth the range for the high and low bid quotations for the Company's
securities as reported by the OTC Bulletin Board. These prices are believed to be representative inter-

6

---



dealer
quotations, without retail markup, markdown or commissions, and may not represent actual transactions.

Fiscal 2004

Fiscal 2003PeriodHigh

Low

High

Low1st Quarter

$
0.56

$
0.23

$
3.25

$
0.032nd Quarter

$
0.40

$
0.18

$
2.00

$
0.303rd Quarter

$
0.46

$
0.19

$
0.70

$
0.164th Quarter

$
0.18

$
0.13

$
0.38

$
0.16


The
number of record holders of the Company's common stock at June 30, 2004 was approximately 163. This does not include shareholders that hold their stock in street name with
broker-dealers.

Holders
of the common stock are entitled to receive such dividends as may be declared by the Company's board of directors. No dividends have been paid with respect to the Company's
common stock and none are anticipated in the foreseeable future.

Item 6. Management's Discussion and Analysis

Certain
statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import,
constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include those
identified under the heading "Risk Factors" in Item 1.

Given
these uncertainties, readers of this Form 10-KSB and investors are cautioned not to place undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or
developments.

Financial Condition, Capital Resources and Liquidity

RevenuesFor the year ended June 30, 2004, the Company recorded no revenues. Revenue of
$528,900 from the comparative period ended June 30, 2003, was the result of use of the vessel SV Explorer, formerly owned by the Company.

Gross ProfitGross profit decreased from $53,600 in fiscal year 2003 to $(475,195) in fiscal year 2004. The decrease of
$528,800 is primarily due to the absence of vessel revenues coupled with increased costs associated with the purchase, maintenance, and upgrading of the Ocean Boomer vessel acquired in 2004.

Selling, General and Administrative ExpensesSelling, general and administrative expenses increased significantly to
$7,255,500 in fiscal 2004 from $1,109,600 in fiscal 2003. This increase is primarily related to the non-cash issuances of common stock for payment of management services provided by MAC
Partners, LP; the services of Graham Jessop provided through Argosy International;

7

---



director
fees; and professional fees including legal, consulting and investor relation expenses totaling $4,407,400. The Company also incurred additional MAC Partners management services fees of
$441,300; Argosy International fees of $157,800; legal expenses of $311,800; consulting expenses of $43,200; commissions and fees of $119,400 related to the Company's financing and investor relations
efforts, and travel related expenses of $120,700. An additional expense of $952,700 was the result of an impairment of goodwill related to the Reva, Inc. shares received in the sale of Blue
Ocean Wireless Communications, LLC ("BOW").

Other Income (Loss)Other income increased from $549,400 in fiscal 2003 to $1,029,900 in fiscal 2004. Fiscal year 2003 other
income is primarily due to the gain recognized on the sale of fixed assets offset by a write-off of fixed assets. Fiscal year 2004 other income is primarily due to the gain on the sale of
BOW to Reva, Inc.

Liquidity/Working Capital

At June 30, 2004, the Company had a working capital deficit of $421,900 compared to a working capital deficit of $543,600 at June 30, 2003. The
decrease is primarily due to an increase in cash and cash equivalents of $92,900 and total prepaid expenses of $1,097,500 offset by an increase in accounts payable and accrued liabilities of $447,800
and notes payable, bank loans and other liabilities of $643,200.

Net
cash used in development activities was $(140,700) in fiscal year 2004 compared to $(43,500) in fiscal year 2003. The increase in cash used in development activities was primarily
due to a significant increase in net loss offset by common stock issued for goods and services and an increase in accounts payable and accrued expenses.

Net
cash used in investing activities in fiscal year 2004 was $(1,785,900) for the purchase of communications and computer equipment, furniture and fixtures, leasehold improvements,
vessel and vessel upgrading expenses.

Cash
flows provided by financing activities was $2,407,100 in fiscal year 2004 compared to $59,200 in fiscal year 2003. The increase was due to the issuance of common and preferred
stock, proceeds from a stock participation agreement, sale of convertible notes, and the net proceeds from loans to the Company.

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 $7,241,300 expiring $6,225,600, $560,100, $191,900, and $263,700 at June 30, 2024, 2023,
2022, and 2021, respectively. The Company has a $2,534,500 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.

8

---





INDEX TO FINANCIAL STATEMENTS

|Independent Auditors' Report                    |  | F-2
|----------------------------------------------- |  | ---
|Consolidated Balance Sheets                     |  | F-3
|Consolidated Statements of Operations           |  | F-4
|Consolidated Statements of Cash Flows           |  | F-5
|Consolidated Statements of Stockholders' Equity |  | F-6
|Notes to Consolidated Financial Statements      |  | F-7

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders
Ocean Resources, Inc.

We
have audited the accompanying consolidated balance sheet of Ocean Resources, Inc. as of June 30, 2004, and the related statement of operations, changes in stockholders' (deficit)
equity and cash flows for each of the two 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 audit.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ocean Resources, Inc. at June 30, 2004 and the
results of its operations and cash flows for each of the two years then ended in conformity with U.S. generally accepted accounting principles.

The
accompanying financial statements have been prepared assuming that Ocean Resources, Inc. will continue as a going concern. As more fully described in Note 9, the Company has incurred
operating losses since inception and requires additional capital to continue operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding these matters are also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kempisty &
Company
Certified Public Accountants PC
New York, New York
October 13, 2004

F-2

---





OCEAN RESOURCES, INC.    CONSOLIDATED BALANCE SHEETS

|                                               |                                                                                                                                       | Fiscal Year Ended
June 30,
2004      |          
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------
|ASSETS                                         |                                                                                                                                       |                                      |          
|Current Assets                                 |                                                                                                                                       |                                      |          
|                                               | Cash and cash equivalents                                                                                                             |                                      | $        
|                                               | Accounts receivable from affiliates                                                                                                   |                                      |          
|                                               | Prepaid expenses                                                                                                                      |                                      |          
|                                               | Prepaid consulting services                                                                                                           |                                      |          
|                                               | Prepaid director fees                                                                                                                 |                                      |          
|                                               | Prepaid investor relations services                                                                                                   |                                      |          
|                                               | Prepaid management services                                                                                                           |                                      |          
|                                               |                                                                                                                                       |                                      |          
|                                               |                                                                                                                                       | Total Current Assets                 |          
|                                               |                                                                                                                                       |                                      |          
|Property and equipment, net                    |                                                                                                                                       |                                      | 3,878,877
|Prepaid expenses long-term                     |                                                                                                                                       |                                      | 8,333    
|Investment in unconsolidated subsidiary        |                                                                                                                                       |                                      | 313,295  
|                                               |                                                                                                                                       |                                      |          
|Total Assets                                   |                                                                                                                                       | $                                    | 5,414,746
|                                               |                                                                                                                                       |                                      |          
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                                                                                                                                       |                                      |          
|Current Liabilities                            |                                                                                                                                       |                                      |          
|                                               | Accounts payable and accrued liabilities                                                                                              |                                      | $        
|                                               | Note payable                                                                                                                          |                                      |          
|                                               |                                                                                                                                       |                                      |          
|                                               |                                                                                                                                       | Total Current Liabilities            |          
|                                               |                                                                                                                                       |                                      |          
|Long-term note payable                         |                                                                                                                                       |                                      | 316,667  
|                                               |                                                                                                                                       |                                      |          
|Total Liabilities                              |                                                                                                                                       |                                      | 1,952,804
|                                               |                                                                                                                                       |                                      |          
|Stockholders Equity (Deficit)                  |                                                                                                                                       |                                      |          
|                                               | Preferred stock, $0.001 par value, 20,000,000 shares authorized; 1,317,000 issued                                                     |                                      |          
|                                               | Common stock, $0.0001 par value; 150,000,000 shares authorized; 60,964,136 and 27,777,892 shares issued and outstanding, respectively |                                      |          
|                                               | Common stock to be issued                                                                                                             |                                      |          
|                                               | Additional paid-in capital                                                                                                            |                                      |          
|                                               | Accumulated deficit                                                                                                                   |                                      |          
|                                               | Accumulated comprehensive loss                                                                                                        |                                      |          
|                                               | Treasury stock                                                                                                                        |                                      |          
|                                               |                                                                                                                                       |                                      |          
|                                               |                                                                                                                                       | Total Stockholders' Equity (Deficit) |          
|                                               |                                                                                                                                       |                                      |          
|                                               |                                                                                                                                       | $                                    | 5,414,746
|                                               |                                                                                                                                       |                                      |          

See
accompanying notes to consolidated financial statements.

F-3

---



OCEAN RESOURCES, INC.    CONSOLIDATED STATEMENTS OF OPERATIONS

|                          |                                   | Fiscal Year Ended June 30, |           
|------------------------- | --------------------------------- | -------------------------- | ----------
|
|Revenue                   |                                   | $                          |          
|Cost of sales             |                                   |                            | 475,195   
|                          |                                   |                            |           
|Gross profit (loss)       |                                   |                            | (475,195  
|Operating expenses:       |                                   |                            |           
|                          | Stock compensation for:           |                            |           
|                          |                                   | Management services        |           
|                          |                                   | Professional fees          |           
|                          |                                   | Services                   |           
|                          |                                   | Director fees              |           
|                          | General and administrativeother  |                            |           
|                          | Selling                           |                            |           
|                          | Depreciation                      |                            |           
|                          | Loss on unconsolidated subsidiary |                            |           
|                          | Impairment of assets              |                            |           
|                          | Interest expense                  |                            |           
|                          |                                   |                            |           
|Total operating expenses  |                                   |                            | 6,780,272 
|                          |                                   |                            |           
|Operating income (loss)   |                                   | $                          | (7,255,467
|                          |                                   |                            |           
|Other income (loss):      |                                   |                            |           
|                          | Gain on sale of fixed asset       |                            |           
|                          | Gain on sale of subsidiary        |                            |           
|                          | Interest income                   |                            |           
|                          |                                   |                            |           
|Total other income (loss) |                                   |                            | 1,029,855 
|                          |                                   |                            |           
|Net income (loss)         |                                   | $                          | (6,225,612
|                          |                                   |                            |           
|Loss per common share:    |                                   |                            |           
|Basic and diluted         |                                   | $                          | (.17      
|Weighted average shares:  |                                   |                            |           
|Basic and diluted         |                                   |                            | 35,821,378

See
accompanying notes to consolidated financial statements.

F-4

---





OCEAN RESOURCES, INC.    CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                            |                                 | Fiscal Year Ended
June 30,                                   |           
|--------------------------------------------------------------------------- | ------------------------------- | ------------------------------------------------------------ | ----------
|
|Cash Flows From Development Activities:                                     |                                 |                                                              |           
|Net income (loss)                                                           |                                 | $                                                            | (6,225,613
|Adjustments to reconcile net loss to net cash used in operating activities: |                                 |                                                              |           
|                                                                            |                                 | Common stock issued for services                             |           
|                                                                            |                                 | Common stock issued for goods                                |           
|                                                                            |                                 | Depreciation                                                 |           
|                                                                            |                                 | Amortization of stock warrants                               |           
|                                                                            |                                 | Effect of exchange rate on cash                              |           
|                                                                            |                                 | (Gain) loss on sale of fixed assets                          |           
|                                                                            |                                 | (Gain) loss from unconsolidated subsidiary                   |           
|                                                                            |                                 | (Gain) loss from sale of subsidiary                          |           
|                                                                            |                                 | Impairment of assets                                         |           
|Change in assets and liabilities:                                           |                                 |                                                              |           
|                                                                            |                                 | (Increase) decrease in accounts receivable                   |           
|                                                                            |                                 | (Increase) decrease in prepaid expenses                      |           
|                                                                            |                                 | Increase (decrease) in accounts payable and accrued expenses |           
|                                                                            |                                 |                                                              |           
|Net Cash Used In Operating Activities                                       |                                 |                                                              | (528,284  
|Cash Flows From Investing Activities:                                       |                                 |                                                              |           
|                                                                            | Capital expenditures            |                                                              |           
|                                                                            |                                 | Sales value of subsidiary assets sold                        |           
|                                                                            |                                 |                                                              |           
|Net Cash Used In Investing Activities                                       |                                 |                                                              | (1,785,943
|Cash Flows From Financing Activities:                                       |                                 |                                                              |           
|                                                                            |                                 | Issuance of common stock                                     |           
|                                                                            |                                 | Issuance of preferred stock                                  |           
|                                                                            |                                 | Sale of convertible notes                                    |           
|                                                                            |                                 | Repayment of loans                                           |           
|                                                                            | Proceeds from sales of warrants |                                                              |           
|                                                                            | Proceeds from bank overdraft    |                                                              |           
|                                                                            |                                 | Proceeds from sale of participation agreement                |           
|                                                                            |                                 | Proceeds from short-term loan                                |           
|                                                                            |                                 |                                                              |           
|Net Cash Provided By Financing Activities                                   |                                 |                                                              | 2,407,086 
|                                                                            |                                 |                                                              |           
|Net Change In Cash                                                          |                                 |                                                              | 92,858    
|Cash and Cash Equivalents:                                                  |                                 |                                                              |           
|                                                                            |                                 | Beginning of period                                          |           
|                                                                            |                                 | End of period                                                |           
|                                                                            |                                 |                                                              |           

See
accompanying notes to consolidated financial statements.

F-5

---



OCEAN RESOURCES, INC.    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

|                                |                                                               | Number
of
Shares |            | Preferred
Stock |       | Common
Stock |   | Additional
Paid-in
Capital |       | Accumulated
Comprehensive
Loss |            | Accumulated
Deficit |   | Treasury
Stock |   | Total
Stockholders
Equity |           
|------------------------------- | ------------------------------------------------------------- | ---------------- | ---------- | --------------- | ----- | ------------ | - | -------------------------- | ----- | ------------------------------ | ---------- | ------------------- | - | -------------- | - | ------------------------- | ----------
|BEGINNING BALANCEJune 30, 2003 |                                                               | 27,777,892       |            | $               |      |              | $ | 2,777                      |       | $                              | 505,601    |                     | $ | (36,310        | ) | $                         | (1,015,712
|                                | Preferred shares acquired through financing                   |                  |           |                 | $     | 430          |   |                            |      |                                | $          | 429,570             |   |                |  |                           |           
|                                | Common shares acquired through financing                      |                  | 11,927,700 |                 |       |             |   | $                          | 1,193 |                                | $          | 1,545,556           |   |                |  |                           |           
|                                | Preferred shares acquired for vessel                          |                  |           |                 | $     | 587          |   |                            |      |                                | $          | 175,213             |   |                |  |                           |           
|                                | Common shares acquired for vessel and database                |                  | 4,107,500  |                 |       |             |   | $                          | 411   |                                | $          | 1,736,034           |   |                |  |                           |           
|                                | Preferred shares issued for convertible notes                 |                  |           |                 | $     | 300          |   |                            |      |                                | $          | 299,700             |   |                |  |                           |           
|                                | Common shares issued for BOW & BOT                            |                  | 1,225,000  |                 |       |             |   | $                          | 122   |                                | $          | 297,378             |   |                |  |                           |           
|                                | Common shares issued for services rendered and to be rendered |                  | 22,094,500 |                 |       |             |   | $                          | 2,210 |                                | $          | 5,477,162           |   |                |  |                           |           
|                                | Common shares surrendered                                     |                  | (7,016,671 | )               |       |             |   | $                          | (702  | )                              | $          | 702                 |   |                |  |                           |           
|                                | Common shares acquired in lieu of participation agreement     |                  | 1,048,215  |                 |       |             |   | $                          | 105   |                                | $          | 99,895              |   |                |  |                           |           
|                                | Warrants issued and accretion of warrants                     |                  |           |                 |       |             |   |                            |      |                                | $          | 249,333             |   |                |  |                           |           
|                                | Comprehensive loss                                            |                  |           |                 |       |             |   |                            |      |                                |            |                    |   |                |  |                           | $         
|                                | Shares held by unconsolidated subsidiary                      |                  |           |                 |       |             |   |                            |      |                                |            |                    |   |                |  |                           |           
|ENDING BALANCEJune 30, 2004    |                                                               | 61,164,136       |            | $               | 1,317 |              | $ | 6,116                      |       | $                              | 10,816,144 |                     | $ | (36,310        | ) | $                         | (7,241,325

See accompanying notes to consolidated financial statements.

F-6

---





Ocean Resources, Inc.    Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles.

Ocean Resources, Inc. (the "Company") is a Delaware chartered corporation which conducts business from its headquarters in Dallas, Texas. The Company was
incorporated on April 14, 1999 under the name Clip "N Pierce Fashions, Inc., but changed its name to Ocean Resources Inc. on May 23, 2002 to more accurately reflect its
shifted focus on maritime salvage operations. At present, the Company and its wholly owned subsidiaries are relying on debt and equity financing until it can successfully conclude a salvage operation.

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 from those estimates, and such differences may be material to the financial statements.

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



F-7

---





(2) Significant Acquisitions.

On December 1, 2003, the Company entered into an agreement to acquire 100% of the membership interest of Blue Ocean Wireless Communications, LLC ("BOW"), a
Texas company, and prepaid certain management and consulting services in connection with such company in exchange for 350,000 shares of restricted stock and prepaid certain management/consulting
services in exchange for 350,000 shares of free-trading S-8 common stock. This acquisition was effected through Blue Ocean Technologies, LLC ("BOT"), a wholly-owned subsidiary.
As part of the acquisition, a 10% interest plus depreciation expense was contributed to Outback Management Services, LLC ("Outback"), which provides management services to BOW. The Company issued an
additional 167,000 shares of S-8 common stock, held by BOT, as compensation for services rendered to the Company. On December 31, 2003, the Company entered into an agreement to
acquire 100% of the membership interest of Marine Group International, Inc., a Panamanian company with ownership rights to the Ocean Boomer vessel and remotely operated vehicle ("ROV"), in
exchange for 4,107,500 shares of common stock, 587,000 shares of Series A preferred stock and a promissory note in the amount of $950,000. In June 2004, the Company exchanged its
membership interest in MGI for 1,000 shares of Ocean Operating, Inc. common stock. OOI subsequently exchanged its membership interest in MGI for 1,000 shares of Ocean Boomer, Inc. common
stock.

(3) Divestitures.

On December 31, 2003, the Company entered into an agreement to sell 100% of the issued and outstanding shares of its subsidiary, Danepath Limited, to
SAS Ltd., a Nevis limited liability company, in exchange for $1.00. The Company has indemnified the buyer and Mr. Graham Jessop, an officer and director of the Company, against any loss
or liability from this transaction. On June 30, 2004, Blue Ocean Technologies, LLC entered into an agreement for the sale of its BOW subsidiary to Reva, Inc., a Colorado corporation.
Under the terms of the agreement, BOT will receive, in the aggregate, 30,000,000 shares of Reva common stock in exchange for 100% of the outstanding shares of BOW. The Reva shares are recorded on the
equity basis and the excess is recorded as goodwill. On June 30, 2004,

F-8

---



the
Company considered the value of the Reva shares to be impaired resulting in the write-down of goodwill.

(4) Other Transactions.

On June 26, 2004, the Company and its wholly-owned subsidiary, Caribbean Exploration, Inc. and CEI's wholly-owned subsidiary, Titanic
Explorations, Ltd., (collectively, "ORI") entered into a Settlement Agreement and General Release (the "Agreement") with Ruby Mining Company, Inc. and Admiralty Corporation
(collectively, "Ruby") to settle all claims and controversies as they relate to the International Recovery Group, LLC joint venture established in March 2002. Pursuant to the terms of the
Agreement, ORI relinquished all claims and/or rights it had or may have in connection with the permit Ruby secured from the Jamaican government to search the Pedro Banks area for valuable shipwrecks
in exchange for 300,000 warrants of Ruby common stock, the exclusive right to operate a commercial scuba diving and snorkeling operation in and around the area of the Pedro Banks, and 100% ownership
in IRG. The Ruby warrants expire on July 1, 2006 and have a strike price of $1.00 per warrant. If OCI elects to develop and operate a commercial scuba diving and snorkeling operation in and
around the area of the Pedro Banks, Ruby will be entitled to 50% of the net operating profits.

(5) Stockholders' Equity.

During fiscal year 2004, the Company sold 11,927,700 shares of $0.0001 par value common stock for proceeds of $1,544,500. The Company also converted $100,000 of
salvage participation rights into 1,048,200 shares of $0.0001 par value common stock. The Company received $430,000, in the aggregate, from the sale of 430,000 shares of $0.001 par value
Series A, B, and C preferred stock. The Company
issued an additional 300,000 shares of preferred stock upon the conversion of $300,000 of convertible notes.

Also
during fiscal year 2004, the Company issued 4,107,500 shares of common stock and 587,000 shares of preferred stock as partial payment for the Ocean Boomer vessel and ROV. The
Company issued an additional 700,000 shares of common stock in connection with the acquisition of Blue Ocean Wireless Communications.

The
Company issued an additional 22,094,500 common shares in fiscal 2004 in exchange for services rendered or to be rendered. Of these, 7,410,000 shares were issued to MAC Partners LP
for management services, 2,000,000 shares to Dennis McLaughlin, 600,000 shares to each of its outside directors, 4,715,500 shares to investor relations firms, 2,805,000 shares for consulting services,
210,000 shares for legal services, 387,000 shares to a crew member, 167,000 shares to Company subsidiaries for services, and 2,500,000 shares to Argosy International for services rendered, partial
payment for intellectual property rights and settlement of a note payable. All shares issued for services rendered or to be rendered are valued based on the closing price on the date of issue except
for shares issued to MAC Partners beginning April 2004 which were discounted to $0.10 per share. Argosy International surrendered 7,016,671 common shares during fiscal 2004 in exchange for a
warrant to purchase 1,000,000 common shares at $0.40 per share. The warrant expires October 2007.

(6) Note Payable.

During the quarter ended December 31, 2003, the Company issued a promissory note in the principal amount of $950,000 as part of the purchase price for the
Ocean Boomer vessel and ROV. The note bears interest at 7% per annum and is due no later than June 30, 2005. The balance due as of June 30, 2004 was $820,000. During the quarter ended
June 30, 2004, the Company received an additional $200,000 on a short-term, non-interest bearing demand loan from a third party.

F-9

---



(7) Warrants.

The Company has issued, in the aggregate, 8,184,635 warrants during the fiscal year ended 2004. The exercise prices of the warrants range from $0.075 to $0.50,
with an average exercise price of $0.18. The terms of the warrants range from two to five years, with an average term of three years. Of the warrants issued, 770,000 were purchased directly; 3,936,201
were issued in conjunction with the
purchase of common or preferred stock, and 1,000,000 issued to Argosy International in exchange for the surrender of 7,016,671 shares of common stock. The remaining 2,478,434 warrants were issued to
service providers.

Issue Date

Expiration
Date

Exercise
Price

# of WarrantsSep-03

Sep-06

0.100

250,000Oct-03

Oct-06

0.100

50,000Oct-03

Oct-06

0.400

1,000,000Dec-03

Dec-06

0.100

587,000Jan-04

Jan-07

0.100

135,000Jan-04

Jan-07

0.075

170,000Feb-04

Feb-07

0.100

10,000Mar-04

Mar-07

0.100

10,000Apr-04

Apr-06

0.500

250,000Apr-04

Apr-07

0.100

1,488,533Apr-04

Apr-07

0.170

1,817,668Apr-04

Apr-09

0.170

181,767Apr-04

Apr-09

0.150

259,667Jun-04

Jun-06

0.500

200,000Jun-04

Jun-07

0.100

1,775,000Total Warrants Issued

8,184,635


(8) Participation Certificates.

During the quarter ended March 31, 2004, the Company converted $100,000 of salvage participation certificates to 1,048,200 shares of common stock.

(9) 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. The Company has not been profitable since inception. 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 and/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.

F-10

---



(10) Income Taxes.

The Company did not pay any income taxes in fiscal year 2004 or 2003. 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 $7,241,300, expiring $6,225,600,
$560,100, $254,000, $263,700 at June 30, 2024, 2023, 2022 and 2021, respectively. The amount recorded as deferred tax assets as of June 30, 2004 is $2,534,500, which represents the
amount of tax benefit of the loss carry-forward. The Company has established a valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

(11) Supplemental Disclosure of Cash Flow Information.

Cash flows from developmental activities include a number of significant non-cash transactions. Non-cash transactions for the fiscal year
ended June 30, 2004 include the acquisition of the Ocean Boomer vessel and ROV for 4,107,500 shares of common stock valued at
$1,643,000 and 587,000 shares of preferred stock valued at $175,800, and a note payable of $950,000, and 22,094,500 shares of common stock issued for services rendered or to be rendered valued at
$5,479,400.

(12) Subsequent Events.

On July 13, 2004, Marine Group International assigned its interests in the ROV to the Company. On July 15, 2004, the Company, in conjunction with
its subsidiaries, Ocean Operating, Inc., Ocean Boomer, Inc., and Marine Group International, Inc., signed a promissory note in the principal amount of $800,000.00, payable to
Summitbridge National Investments LLC, an affiliate of Summit Investment Management, LLC secured by a first preferred mortgage in the vessel Ocean Boomer and the ROGE grabber mechanism, a first
priority security interest in the earnings of the vessel, a first lien on all proceeds of sale of salvage cargo (net of amounts due the United Kingdom Crown Treasury, Argosy International Ltd,
and Blue Water Recoveries Limited), and a pledge of all ownership interests in Ocean Operating, Inc., Oce International, Inc. The note, payable in 6 monthly installments, bears
interest at 17% per annum and is due no later than February 1, 2005. In conjunction with the issuance of the promissory note, Summitbridge received a warrant to purchase 8,000,000 shares of
common stock at $0.09 per share.

In
July 2004, the Company signed a secured convertible note in the principal amount of $475,000, payable to Alpha Capital Aktiengesellschaft, a Lichtenstein company, and a $25,000
secured convertible note in the principal amount of $25,000, payable to David Herzog, c/o Investcor LLC. The notes accrue interest at 6% annually and mature in July 2006. The notes may be converted
into common shares at $0.09 per share, at any time, at the election of the holder until the note is paid in full. In conjunction with the convertible notes, the holders were granted, in the aggregate,
9,130,534 and 480,555 warrants, respectively, to purchase common shares. The notes are collateralized by a second preferred ship's mortgage.

On
August 6, 2004, the Company announced its decision to spin off its Caribbean Exploration, Inc. subsidiary. The spin-off is expected to become effective by
the end of calendar year 2004. In an Information Statement mailed to shareholders of record as of the close of business on April 13, 2004, the Company disclosed its proposal to distribute
47,390,435 shares of the issued and outstanding shares of Caribbean common stock pro-rata to all shareholders of record on April 13, 2004. Each stockholder will receive one share of
Caribbean common stock for each share of Company stock owned on April 13, 2004.

Since
June 30, 2004, the Company has issued 41,393,165 shares of common stock. Of these, 500,000 shares were sold to investors for $0.10 per share, and
40,893,165 shares valued at $5,689,100 were for services rendered or to be rendered.

F-11

---





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. The firm's address is 15 Maiden Lane, Suite
1003, New York, NY, 10038. Prior to that time, the Company 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.

Item 8A. Controls and Procedures

Based on the evaluation of the Company's disclosure controls and procedures as of the end of the period covered by this annual report, Dennis McLaughlin, III, the
President and Chief Executive Officer, and Steven Sanit, the Chief Financial Officer, have concluded that, in their judgment, the Company's disclosure controls and procedures are designed to ensure
that material information relating to the Company, including the Company's subsidiaries, is accumulated and communicated to the Company's management, including its principal executive and financial
officers of the Company or its subsidiaries, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls
and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The design of any system of controls and procedures is based in part upon
certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how
remote.

There
were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.

PART III

Item 9. Directors and Executive Officers of the Registrant

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

|Name                 |  | Age |  | Position(s) with Company                                                 
|-------------------- |  | --- |  | -------------------------------------------------------------------------
|Dennis McLaughlin    |  | 39  |  | President, Chief Executive Officer, Co-chairman of the Board of Directors
|Nick Sinclair-Brown  |  | 55  |  | Co-chairman of the Board of Directors                                    
|Graham Jessop        |  | 47  |  | Vice President of Salvage Operations, Director                           
|Christopher Chambers |  | 40  |  | Chief Operating Officer, Secretary                                       
|Steven Sanit         |  | 51  |  | Chief Financial Officer                                                  
|Alvin Hunter         |  | 75  |  | Director, Chairman of Audit Committee                                    
|Andrew Way           |  | 41  |  | Director                                                                 

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

9

---



Business Experience

Dennis
McLaughlin

Mr. McLaughlin
has over 14 years experience in various executive positions managing and operating energy and technology companies and has many years success building
companies from the ground up. Mr. McLaughlin founded his first company in 1993 with a small investment. Under his management, the company grew to be recognized as the fastest growing
entrepreneurship in America by Entrepreneur Magazine in October 1995. From an initial investment of $75,000 and follow-on investments of $16 million, Mr. McLaughlin
guided a total of four different companies to reach a combined value of over $100 million. Mr. McLaughlin served as chairman, president and chief executive officer of Aurion
Technologies, a supplier of hardware and services for the oil and gas industry, from June 1998 until December 2001. Aurion Technologies was placed into voluntary bankruptcy in
March 2002. Mr. McLaughlin has a Bachelor of Economics degree from the University of Oklahoma where he has subsequently been honored as a Top Ten Alumnus.

Nick
Sinclair-Brown

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

Graham
D. Jessop

Mr. Jessop
has spent his whole working career in the diving and salvage industry. After completing education in the United Kingdom, he trained as a commercial oil field diver,
turning professional in 1979 at 22 years of age. During 1981, Jessop Marine Recoveries Ltd, a company owned jointly by Mr. Jessop and his father successfully undertook the world's
largest bullion recovery. Five tons of gold were recovered from the wartime wreck of HMS Edinburgh on behalf of the U.K. 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 undertaken a wide diversity of projects, including the location of shallow water Colonial wrecks in
the Caribbean, and deep-water recovery from wrecks as deep as 3,850 meters. Recently, Mr. Jessop was employed as Director of research and recovery operations for RMS Titanic, Inc,
diving to the wreck of the Titanic during the year 2000 expedition when over 500 precious artifacts were recovered.

Christopher
Chambers

Prior
to joining Ocean Resources, Inc., Mr. Chambers worked as a business development coordinator with a technology merchant bank from January 2002. From
January 1999 until December 1999, Mr. Chambers was employed by an oil and gas technology company, where as Vice President of Software Development, he coordinated product
development strategies and was responsible for managing the product development and implementation life cycles for each software project. In January 2000, Mr. Chambers was
re-assigned as Vice President of Engineering Sales, where he was responsible for coordinating product development, sales efforts, operations strategies, and special implementations of
custom products for key customers. He held this position until his resignation in December 2001.

Steven
Sanit

Prior
to joining the Company, Mr. Sanit was the Chief Financial Officer of Westchester Media Company, the publisher of Polo Magazine. Mr. Sanit left Westchester Media
Company in May 1999. In December 1999 he worked as the Chief Financial Officer of Realtime Response/First Choice

10

---



Commercial
Business, a commercial lending and telemarketing firm. Mr. Sanit left Realtime Response in May 2002. From August 2002 to October 2003, Mr. Sanit worked
for the Dallas Independent School District as a substitute teacher. In October 2003, Mr. Sanit took the position of business analyst with MAC Partners, LP. Mr. Sanit left MAC
Partners, LP in March 2004 to become the Chief Financial Officer of Ocean Resources, Inc.

Alvin
T. Hunter

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

Andrew
J. Way

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

Family Relationships

None.

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

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the Company during its most recent fiscal year, and Forms 5 and amendments thereto
furnished to the Company with respect to its most recent fiscal year and certain representations, the Company has determined that all persons who were a beneficial owner of more than 10% of the
Company's common stock timely filed reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year, but that each of its officers and directors failed to
file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the "code of ethics") that applies to our Chief Executive Officer, Chief Financial Officer,
Directors, as well as to our employees. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief
Executive Officer, Chief Financial Officer, or Director, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

11

---



Item 10. Executive Compensation

|Name and Principal Position                        |  | Year           |  | Salary ($) |                     | Restricted Stock ($) |    | S-8 Stock ($)     
|-------------------------------------------------- |  | -------------- |  | ---------- | ------------------- | -------------------- | -- | ------------------
|Dennis McLaughlin
President and CEO                |  | 2004
2003
2002 |  | $          | 301,200
n/a
n/a     |                      |    | n/a
n/a
n/a       
|Graham Jessop
Vice President                       |  | 2004
2003
2002 |  | $$         | 152,500
100,000 n/a |                      | $$ | 108,000
10,000
n/a
|Christopher Chambers
Chief Operating Officer       |  | 2004
2003
2002 |  | $          | 88,000
n/a
n/a      |                      |    | n/a
n/a
n/a       
|Steven Sanit
Chief Financial Officer               |  | 2004
2003
2002 |  | $          | 52,500
n/a
n/a      |                      |    | n/a
n/a
n/a       
|Nick Sinclair-Brown
Co-chairman Board of Directors |  | 2004
2003
2002 |  |            | n/a
n/a
n/a         |                      | $  | 127,000
n/a
n/a   
|Alvin Hunter
Director                              |  | 2004
2003
2002 |  |            | n/a
n/a
n/a         |                      | $  | 127,000
n/a
n/a   
|Andrew Way
Director                                |  | 2004
2003
2002 |  |            | n/a
n/a
n/a         |                      | $$ | 100,000
10,000
n/a

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of June 30, 2004, 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

12

---



officers
and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.

|Title of Class |  | Name and Address of Beneficial Owner(1)                               |  | Amount and Nature of
Beneficial Ownership |  | Percent of Class
|-------------- |  | --------------------------------------------------------------------- |  | ----------------------------------------- |  | ----------------
|Common         |  | Hawkley Trust(2)
PO Box 582
Charlestown, Nevis
Leeward Islands        |  | 8,563,231                                 |  | 14.05%          
|Common         |  | MAC Partners, LP(3)
3001 Knox Street
Suite 403
Dallas, Texas 75205    |  | 4,883,303                                 |  | 8.01%           
|Common         |  | William Ritger
623 Ocean Avenue
Sea Girt, New Jersey                  |  | 3,137,027                                 |  | 5.36%           
|Common         |  | Dennis McLaughlin, President, Chief Executive Officer and Director(4) |  | 150,000                                   |  | 0.25%           
|Common         |  | Argosy International Ltd.                                             |  | 4,550,000                                 |  | 7.46%           
|Common         |  | Christopher Chambers, Chief Operating Officer and Secretary           |  | 0                                         |  | 0.00%           
|Common         |  | Steven Sanit, Chief Financial Officer                                 |  | 0                                         |  | 0.00%           
|Common         |  | Nick Sinclair-Brown, Director                                         |  | 600,000                                   |  | 0.98%           
|Common         |  | Alvin Hunter, Director                                                |  | 600,000                                   |  | 0.98%           
|Common         |  | Graham Jessop, Director, Vice President Salvage Operations            |  | 50,000                                    |  | 0.08%           
|Common         |  | Andrew Way, Director(5)                                               |  | 854,822                                   |  | 1.40%           
|Common         |  | All Executive Officers and Directors as a Group (7 persons)           |  | 2,254,822                                 |  | 3.69%           

---

13

---



Item 12. Certain Relationships and Related Transactions

In September 2003, the Company entered into a Management Services Agreement with MAC Partners, LP whereby MAC Partners would perform certain management
services on behalf of OCRI and its subsidiaries in exchange for a monthly fee of $51,250. The services include the services of Mr. Dennis McLaughlin as President and CEO, Mr. Christopher
Chambers as Chief Operating Officer, the provision of financial modeling and analysis services, accounting and treasury functions, and the provision of turnkey office, reception, furniture,
telecommunications and internet hosting services. In April 2004, the monthly fee payable to MAC Partners was lowered to $35,000 per month to reflect, in part, that the services of Mr. 
Chambers were no longer provided by MAC Partners by virtue of his becoming a direct employee of the Company. Additionally, the Agreement had been further modified to reflect that the services of
Mr. McLaughlin were no longer provided by MAC Partners. The services of Mr. McLaughlin are being contracted through Trenton Lighthouse, LP, an entity affiliated with Mr. McLaughlin, for
a fee of $40,000 per month, which may be compensated in cash or stock.

In
September 2003, the Company entered into a Management Services Agreement with Argosy International, Ltd. for the provision of services by Mr. Graham Jessop as
Vice President of Salvage Operations. The fee for Mr. Jessop's services was set at $15,000 per month. In April 2004, the monthly fee was increased to $20,000.

In
December 2003, the Company acquired 100% of the equity in Marine Group International, owner of the vessel Ocean Boomer and the ROV. Marine Group International was owned by
Argent Capital LLC and is affiliated with Hawkley Trust, a beneficial owner of in excess of 5% of the common shares.

On
June 14, 2004, the Company entered into a sub-contractor agreement with Argosy International Limited for the right to salvage two World War I wrecks located off the
Irish coast. Argosy obtained the right to salvage these wrecks from The Solicitor for the Affairs of Her Majesty's Treasury in exchange for 14% of the net salved value. Argosy's
sub-contractor agreement with the Company provides for the Company to retain 85% of the net salved value of the cargo recovered less a one time fee of $160,000.

14

---



Item 13. Exhibits and Reports on Form 8-K

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

|Exhibit No. |  | Description                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Reva, Inc. Securities Purchase Agreement                                                                                                                                            
|3.1         |  | Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Form 10Q-SB for the quarter ended September 30, 2003 and incorporated herein by reference.)
|3.2         |  | By-laws                                                                                                                                                                             
|4.1         |  | Warrant Agreements                                                                                                                                                                  
|21.1        |  | Subsidiaries                                                                                                                                                                        
|31.1        |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.                                                                             
|31.2        |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.                                                                             
|32.1        |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Executive Officer.                                                                             
|32.2        |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by the Chief Financial Officer.                                                                             

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

Item 14. Principal Accountant Fees and Services

For the year ended June 30, 2004 and June 30, 2003, the Company was billed the following fees by Kempisty and Company, Certified Public Accountants,
P.C.:

|                   |  | Fiscal Year Ended 2004 |           | Fiscal Year Ended 2003
|------------------ |  | ---------------------- | --------- | ----------------------
|Audit Fees(1)      |  | $                      | 22,500.00 |                       
|Audit-Related Fees |  | $                      | 4,600.00  |                       
|Tax Services       |  |                        | n/a       |                       
|All Other Fees     |  | $                      | 1,250.00  |                       

---

15

---





SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                 | Ocean Resources, Inc.Registrant                                      
|---------------- | ---------------------------------------------------------------------
|October 13, 2004 | /s/DENNIS MCLAUGHLIN IIIDennis McLaughlin III Chief Executive Officer
|October 13, 2004 | /s/STEVEN SANITSteven Sanit Chief Financial Officer                  

In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|October 13, 2004 | /s/DENNIS MCLAUGHLIN IIIDennis McLaughlin III Chief Executive Officer, Director
|---------------- | -------------------------------------------------------------------------------
|October 13, 2004 | /s/STEVEN SANITSteven Sanit Chief Financial Officer                            
|October 13, 2004 | /s/GRAHAM JESSOPGraham Jessop Vice President, Director                         
|October 13, 2004 | /s/NICK SINCLAIR-BROWNNick Sinclair-Brown Director                             
|October 13, 2004 | /s/ALVIN HUNTERAlvin Hunter Director                                           
|October 13, 2004 | /s/ANDREW WAYAndrew Way Director                                               

16

---



QuickLinks