**Exhibit31.2**

 

**CERTIFICATIONS**

 

I, J. Mark Ariail, certify that:

 

1.               I have reviewedthis quarterly report on Form l0-QSB of Ocean Resources, Inc.

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report.

 

3.               Based on my knowledge, the financial statements,and other financial information included in this quarterly report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisquarterly report.

 

4.               The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Actrules 13a-14 and 15d-l4) for the registrant and have:

 

A)                                  designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this quarterly report is beingprepared;

B)                                    evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this quarterly report (the“evaluation date”); and

C)                                    presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the evaluationdate;

 

5.               The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

A)                                  allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

B)                                    anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls.

 

6.               The registrant’sother certifying officers and I have indicated in this quarterly report whetheror not there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
| Date:          November 19,  2003 |   |
|------------------------------------------------------------------------------------------|--------|
|                                                                                     |   |
| */s/*J. Mark Ariail                                                                      |   |   |
| J. Mark Ariail                                                                           |   |
| Chief Financial Officer                                                                  |   |
|                                                                                          |        |  |

 

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