SECURITIESTable ANDof EXCHANGE COMMISSIONContents

~~WASHINGTON,~~SECURITIES ~~D.C. 20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~Current~~FORM ~~Report Pursuant to Section 13 or 15(d) of the~~8-K ~~Securities Exchange Act of 1934~~

~~Date~~CURRENT ~~of report (Date of earliest event reported): January~~REPORT ~~13, 2004~~

~~Ocean~~Pursuant ~~Resources,~~to ~~Inc.~~Section 13 or 15(d) of The Securities Exchange Act of 1934

~~(Exact~~Date ~~Name~~ of ~~Registrant~~Report as(Date ~~Specified~~of inearliest ~~Its~~event ~~Charter~~reported): August 5, 2004

~~Delaware (State~~OCEAN orRESOURCES, ~~Other Jurisdiction of Incorporation)~~INC.

0-49750		33-0857223
(Commission File Number)		(I.R.S. Employer Identification No.)
2705 Canton Street Dallas, Texas		75226
(Address of Principal Executive Offices)		(Zip Code)
(469) 227-7806
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

(Exact name of registrant as specified in its charter)

~~Item~~Commission 5.file ~~Other~~number: ~~Events and Regulation FD Disclosure.~~000-49750

OnDelaware ~~January 13, 2004, Ocean Resources, Inc.~~ (~~the~~State ~~“Company”)~~or ~~issued~~other ajurisdiction ~~press release announcing the formation~~ of ~~its~~incorporation ~~new~~or ~~technology~~organization) ~~subsidiary~~33-0857223 ~~Blue~~(IRS ~~Ocean~~Employer ~~Technologies,~~Identification ~~LLC. This press release is attached hereto as Exhibit 99.1.~~ Number)

23001 Knox Street, Suite 403Dallas, Texas (Address of principal executive offices) 75205 (Zip Code)

~~SIGNATURES~~Registrant’s Telephone Number, Including Area Code: (214) 389-9800

~~Pursuant~~TABLE ~~to the~~OF ~~requirements of the Securities Exchange Act of 1934, the registrant has~~CONTENTS ~~duly caused this report to be signed on its behalf by the undersigned hereunto~~ ~~duly authorized.~~

				Ocean Resources, Inc.
				(Registrant)
Date:	January 14, 2004	By:	/s/ Dennis McLaughlin
			Dennis McLaughlin,
			Chief Executive Officer

Item 5. Other Events and Regulation FD Disclosure

SIGNATURES

EXHIBIT INDEX

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Item 5. Other Events and Regulation FD Disclosure

On August 5, 2004, the Company entered into a Subscription Agreement with two accredited investors for the sale of (i) $500,000 in convertible notes, (ii) class A warrants to buy 2,222,200 shares of our common stock, (iii) class B warrants to buy 5,277,778 shares of common stock, and (iv) class C warrants to buy 2,111,111 shares of our common stock.

The notes issued in connection with the financing bear interest at 6%, mature two years from the date of issuance, and are convertible into our common stock, at the holders’ option, at a conversion price of $0.09 per share. Based on this conversion price, the $500,000 convertible notes, excluding interest, are convertible into 5,555,555 shares of our common stock.

The accredited investors have contractually agreed to restrict their ability to convert their notes or exercise their warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock.

Upon conclusion of the offering, the Company had 71,104,704 shares of its common stock outstanding.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of business acquired:

Not applicable

(b) Pro Forma Financial Information:

Not applicable

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 6, 2004


		OCEAN RESOURCES, INC.

		By:		/s/ Dennis McLaughlin

				Dennis McLaughlin Chief Executive Officer

EXHIBIT INDEX

Exhibits.

None

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