UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2009

(Mark One)
		For the fiscal year ended		April 30, 2010


[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [ ] to [ ]

		Commission file number		000-53382


OCEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada					26,2210011

(State or other jurisdiction of incorporation or organization)					(I.R.S. Employer Identification No.)

1984 Isaac Newton Square West, Suite 202, Reston, VA							20190

(Address of principal executive offices)							(Zip Code)

Registrant's telephone number, including area code:							703.888.9622


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class					Name of Each Exchange On Which Registered

N/A					N/A

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value of $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
						Yes  No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 last 90 days.
						Yes ý No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
						Yes  No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K.
						

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer				Accelerated filer				
Non-accelerated filer				Smaller reporting company				ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
						Yes ý No 

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on August 23, 2010 was $477,500 computed by reference to the price of $.05 the price of the last private placement of common equity. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
12,200,000 shares of common stock issued & outstanding as of August 23, 2010



DOCUMENTS INCORPORATED BY REFERENCE
			None.

~~[ ] TRANSITION~~TABLE ~~REPORT PURSUANT TO SECTION 13 OR 15(d)~~ OF ~~THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A~~CONTENTS

Commission File No. 333-151747

Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	10
Item 4.	[Removed and Reserved]	10
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	10
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	28
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 11.	Executive Compensation	30
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14.	Principal Accountants Fees and Services	32
Item 15.	Exhibits, Financial Statement Schedules	33

~~OCEAN ENERGY, INC.~~ 3

Nevada 26-2210011
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1984 Isaac Newton Square West, Suite 202, Reston, VA 20190 (Address of Principal Executive Offices)
Copies of communications to:
JOSEPH I. EMAS 1224 WASHINGTON AVENUE MIAMI BEACH, FLORIDA 33139 TELEPHONE NO.: (305) 531-1174 FACSIMILE NO.: (305) 531-1274
Registrant's Telephone Number, including area code:
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001 per Share (Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price of $.05 the price of the last private placement of common equity: $477,500.
State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. 12,200,000 issued and outstanding as of July 9, 2009.
DOCUMENTS INCORPORATED BY REFERENCE: None.
<index> 2
Ocean Energy Inc.
FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED APRIL 30, 2009
Page Numbers
PART I 3
ITEM 1. Business 3
ITEM 1A. Risk Factors 6
ITEM 1B. Unresolved Staff Comments 8
ITEM 2. Properties 8
ITEM 3. Legal Proceedings 8
ITEM 4. Submission Of Matters To a Vote Of Securities Holders 9
PART II 9
ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities 9
ITEM 6. Selected Financial Data 9
ITEM 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operation 9
ITEM 7A Quantitative And Qualitative Disclosures About Market Risk 11
ITEM 8. Financial Statements And Supplementary Data 11
ITEM 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure 12
ITEM 9A. Controls And Procedures (ITEM 9A(T)) 12
ITEM 9B. Other Information 13
PART III 14
ITEM 10. Directors, Executive Officers And Corporate Governance 14
ITEM 11. Executive Compensation 15
ITEM 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters 16
ITEM 13. Certain Relationships And Related Transactions, And Director Independence 16
ITEM 14. Principal Accounting Fees And Services 17
PART IV 18
ITEM 15. Exhibits, Financial Statements Schedules 18
SIGNATURES 19
CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002 20
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 22
<index> 2
PART I

~~ITEM~~Item 1. ~~BUSINESS~~ Business

~~Ocean~~This ~~Energy~~annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, ~~Inc~~you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~The~~Although ~~next~~we ~~full~~believe ~~scale~~that ~~prototype,~~the aexpectations 2reflected kWin ~~OPC~~the forward-looking statements are reasonable, ~~was~~we ~~manufactured~~cannot ~~and~~guarantee ~~tested~~future inresults, ~~the~~levels ~~Black~~of ~~Sea~~activity, atperformance ~~the~~or ~~Experimental~~achievements. ~~division~~Except ofas ~~the~~required ~~Sevastopol~~by ~~Marine~~applicable ~~Hydrophysical~~law, ~~Institute.~~including Anthe ~~official~~securities ~~letter~~laws ~~from~~of the ~~Institute~~United ~~confirms~~States, ~~that~~we ~~OPC~~do isnot anintend ~~effective~~to ~~and~~update ~~reliable~~any ~~device~~of ~~for~~the ~~power~~forward-looking ~~production~~statements ~~derived~~to ~~from~~conform ~~sea~~these ~~waves~~statements to actual results.

~~Further~~Our ~~development~~financial ofstatements ~~the~~are ~~construction~~stated ofin ~~Ocean~~United ~~Power~~States ~~Converters~~Dollars ~~has~~(US$) ~~led~~and toare ~~the~~prepared ~~creation~~in ofaccordance a simpler, more reliable, less expensive OPC device. In October of 2007, the trade association IPC filed a Patent Cooperation Treaty application to install a new model of OPC. Estimated costs of electrical power produced by improved OPCs do not exceed 3 cents per kWh, with anUnited ~~expected~~States ~~lifetime~~Generally ofAccepted noAccounting ~~less than 15 years~~Principles. ~~The estimated resource of the world's ocean wave energy potential is about 100TW.~~

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our company", mean Ocean Energy, Inc. a Nevada corporation, unless otherwise indicated.

Corporate History

We were incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters ("OPC") and supplying them to seashore consumers. This innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the Chief Executive Officer of the Company. Nine prototypes of OPC have been manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. After this was completed, an official letter regarding the successful realization of the project was issued. Interest in the development of the engineering of sea wave power was revealed by the South Pacific Geoscience Application Commission - SOPAC (Fiji) and by the governments of Nauru, Kiribati, Tonga, Tuvalu, Samoa, Bahamas, and others.

We do not have any subsidiaries.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

INDUSTRY BACKGROUND

Worldwide total electrical power consumption reached about 100 GW by 2005. Electrical generation capacity grows at approximately 5% per year, while demand is growing by more than 10% per year. This has led to an increase in electricity prices of approximately 5 - 10% per year.

The oceans have a tremendous amount of energetic potential and are close to many, if not most, of the world's most concentrated populations. Some believe that ocean power will provide a substantial amount of new renewable energy around the world. Difficulties arising from marine life attaching to energy systems in the sea require these generators to be easily cleanable.

Wave power refers to the energy of ocean surface waves and the capture of that energy to do useful work, including electricity generation, desalination, and the pumping of water into reservoirs. Wave power is a form of renewable energy and is one of the most environmentally friendly forms of energy currently available. Wave energy has been included as a Renewable Energy source by the latest U.S. Federal Regulations. It is emission-free and its placement reduces the destructive effect of waves on the coastline. Though often co-mingled, wave power is distinct from the diurnal flux of tidal power and the steady gyre of ocean currents.

Good wave power locations have a flux of about 50 kW per meter of shoreline. Using present-day technology, a maximum of about 20% of that energy, or 10 kW per meter, could be converted into useful electricity. According to the Palo-Alto based EPRI (Electric Power Research Institute, http://www.epri.com/) and their document Assessment of Waterpower Potential and Development Needs, "An average of 37,000 megawatts of energy dissipates on California's 1,200 kilometers (745 miles) of coastline".

<index> 3

Assuming large scale deployment of wave power technology, coverage of 5000 kilometers of shoreline (worldwide) is plausible. Therefore, the potential for shoreline-based wave power is about 50 GW. Deep water wave power resources are truly enormous. The potential of energy flux of waves that wash against shores is about 3 TW.

The Energy Independence and Security Act of 2007[H.R.6] (Subtitle C - Marine and Hydrokinetic Renewable Energy Technologies) pays a great deal of attention to the development of Wave energy technologies.

The Energy Policy Act of 2005 and The Energy Independence and Security Act of 2007 were designed to reduce dependence upon foreign energy sources (which has now grown to over 50% of total energy consumption) by relying on energy generated by domestically-produced, environmentally-friendly sources. These energy sources are specifically designated under law and include natural gas, propane, ethanol, methanol, hydrogen, electricity, and biodiesel.

As of March 2006, 22 U.S. states and the District of Columbia have enacted renewable portfolio standards (RPS) laws and goals, which require up to 25% of the electricity sold in the state to be generated by renewable resources by specified dates in the future. Outside of the U.S., some 43 countries have a national target for renewable energy supply. The European Union (EU) has been particularly aggressive in creating policies to increase renewable energy production and use. In fact, the EU has issued a directive requiring that the member countries collectively generate 21% of their electricity and 12% of their total energy from renewable sources by 2010. In the U.S., RPS's have typically been established via state legislation, mandates issued by state public utility commissions, and in one case, a 2004 statewide ballot initiative in Colorado. The eligible renewable energy sources and other RPS policies vary from state to state, and generally, though not always, favor the renewable energy resource that is least costly within each state.

Wave power generation is not a widely employed technology, and no commercial wave farm has yet been established, but there are several development-stage projects.

AquaEnergy's Makah Bay Offshore Wave Energy Pilot Project is a proposed 1 MW pilot wave energy project located off the coast of Washington State. The project will consist of four buoys generating 250 kW each. The project is currently in the FERC (Federal Energy Regulatory Commission) licensing process.

Ocean Power Technologies' (OPT) Reedsport Wave Park is a proposed 50 MW project off the coast of Oregon. The FERC preliminary permit application was accepted in July 2006 and issuance of a permit based on the application filed July 14, 2006 is pending.

While the U.S. program has consisted of efforts primarily by individual waterpower developers, ocean energy research in the United Kingdom has received significant government funding. This funding provides a benchmark of the level of effort that the U.S. may need to invest to develop technologies to access its ocean energy resources. According to a personal communication with Gary Shanahan, Director of Emerging Technologies for the UK Department of Trade & Industries, the UK has invested and completed ocean energy research amounting to:

· 25 million pounds from 199 to 2005 (approximately $47 million USD) · 50 million pounds from 2006 to 2008 (approximately $95 million USD) · 42 million pounds to support developed prototypes (not R&D) (approximately $80 million USD) · 8 million pounds to support infrastructure projects and address environmental issues (approximately $15 million USD)

  ·
  ·
  ·
<index> 4
PRODUCT BACKGROUND

The energy of sea waves increases in proportion to the third power of amplitude; therefore, each 10-meter wave generates 150 kW per meter of wave front. In this case, a 1000 meter-coastline power plant can produce 15 MW with 10% efficiency, enough power to supply a small town of 30,000 inhabitants. The winter energy consumption of Great Britain (30 GW) can be satisfied by a wave power plant situated in the North Atlantic behind Hebrides. The exceptionally large waves in that area move energy production into the range of a large power plant; one to two thousand meter coastlines are capable of producing 150-200 MW of power. Smaller customers can be provided with proportionately smaller units to produce an appropriate power supply; with 10 to 20 meters of coastline available, 10 to 20 kW of power can be produced.

The winter energy consumption of Great Britain (30 GW) can be satisfied by a wave power plant situated in the North Atlantic behind Hebrides. The exceptionally large waves in that area move energy production into the range of a large power plant; one to two thousand meter coastlines are capable of producing 150-200 MW of power. Smaller customers can be provided with proportionately smaller units to produce an appropriate power supply; with 10 to 20 meters of coastline available, 10 to 20 kW of power can be produced.

The best material for wave unit production on the industrial scale is plastic - polyethylene, polypropylene, and so on. Such material isn't expensive, especially recycled - about $100 USD per ton. There are a lot of machines currently available for blowing and extrusion of different parts of the wave energy device. Taking these figures into account, the cost of a small-scale plastic wave power plant will be $150-$160 USD per kW, with the costs of a large-scale plant being even lower. The service life of plastic wave devices is 3-5 years, depending on solar radiation resistance. Since the pay-back term of each plant is approximately three to four months, the cost of the plant will be returned 12-15 times over its service lifetime, which is quite profitable for the energy sector.

A prototype of our wave power station, consisting of a rotor converter of sea-wave energy attached to a conventional energy generator, was tested. Our OPC consists of rotors with work cells located on their side surface. The rotors are attached to a hard frame in parallel and are connected to conventional electrical generators for transmission.

Work cells are equipped with unidirectional valves, which allow air and water to flow in one direction only inside the cells. Sea water is oscillating and passing through the cells on one side only, creating an inequality in the gravitational force and causing rotation according to Archimedes' Principle.

While afloat when there are waves on the sea, the wave power station generates electric current and directs it through a cable to a consumer (a settlement on the sea shore, a vessel or a producing enterprise). Unlike most other alternative energy sources, our OPC can produce electricity according to any international electricity standards, which can be used by any existing electrical apparatus without the need for any additional converters and modifications.

OPC / WEPP (Wave Electric Power Plant) units not only produce electricity but also dissipate the force of storm waves and provide coastline protection.

The full-size pilot wave power device (5m x 10m) with a capacity up to 3 kW will be assembled and installed on the shore of the Ha'apai Islands in Tonga under the Project. This power unit will be used for autonomous energy supply of an FM transmitter with a power of approximately 1 kW.

Floating parts of the device are made from recycled plastic: work cells from HDPE, and work rotors from PVC. After assembling, the device will be toweled and moored in the deep water off the coast on concrete anchors. The device is connected to the electricity consumer by underwater cable. There is an accumulator battery to allow non-stop energy supply regardless of current weather conditions.

~~<index> 5~~6

BUSINESS MODEL

1. Research, development, and production of OPC and WEPP. We plan to develop a model row of WEPP with different electric power:

1.	Research, development, and production of OPC and WEPP. We plan to develop a model row of WEPP with different electric power:
	a.	Coastal, connected to the grid;
	b.	Small-sized power units for remote customers (such as sea oil platforms); and
	c.	An energy source for moving vessels.
2.	Development of sales and service of OPC/WEPP through a network of local representatives and installers.
3.	Further research, development, and manufacture of wave energy converters.

~~a. Coastal,~~Dependence ~~connected~~on toOne ~~the~~or ~~grid;~~a Few Major Customers

~~b. Small-sized~~Our ~~power~~revenues ~~units~~are ~~for~~not ~~remote~~dependent ~~customers~~on ~~(such~~one asor ~~sea~~a ~~oil~~few ~~platforms);~~major ~~and~~customers.

~~c. An~~Raw ~~energy source for moving vessels.~~Materials

~~2. Development~~We ofare ~~sales~~not ~~and~~dependent ~~service~~on ofany ~~OPC/WEPP~~one ~~through~~supplier afor ~~network~~our ofraw ~~local representatives and installers~~materials.

~~3. Further research, development, and manufacture of wave energy converters.~~Employees

~~Reports~~Our todirectors ~~Security~~and ~~Holders~~officers are our only employees.

~~The~~Research ~~public may read~~ and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. The public may obtain information on the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which may be viewed at http://www.sec.gov/.Development

~~ITEM~~We ~~1A. RISK~~have ~~FACTORS~~not spent any amounts on which has been classified as research and development activities in our financial statements during the last two fiscal years.

WEGoing ~~ARE A "SHELL" COMPANY AND OUR SHARES ARE SUBJECT TO RESTRICTIONS ON RESALE.~~Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.

Subsidiaries

We have do not have any subsidiaries.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

Item 1A. Risk Factors

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

We Are A "Shell" Company And Our Shares Are Subject To Restrictions On Resale.

As we currently have nominal operations and our assets consist of cash, and/or cash equivalents, we will be deemed a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, until we are no longer a "shell company," we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.

~~VOLATILITY~~We INIncur ~~OUR~~Increased ~~COMMON~~Costs ~~SHARE~~As ~~PRICE~~A ~~MAY~~Result ~~SUBJECT~~Of USBeing TOA ~~SECURITIES~~Public ~~LITIGATION~~Company, ~~THEREBY~~Which ~~DIVERTING~~Could ~~OUR~~Affect ~~RESOURCES~~Our ~~THAT~~Profitability ~~MAY~~And ~~HAVE~~Operating ~~A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS~~Results.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

WE INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY, WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING RESULTS.

The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Nasdaq National Market and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These costs could affect profitability and our results of operations.

~~<index>~~Nevada Law 6And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.

~~THERE~~Nevada ISlaw NOprovides ~~PUBLIC~~that ~~(TRADING)~~our ~~MARKET~~directors ~~FOR~~will ~~OUR~~not ~~COMMON~~be ~~STOCK~~liable ~~AND~~to ~~THERE~~our IScompany NOor ~~ASSURANCE~~to ~~THAT~~our ~~THE~~stockholders ~~COMMON~~for ~~STOCK~~monetary ~~WILL~~damages ~~EVER~~for ~~TRADE~~all ONbut Acertain ~~RECOGNIZED~~types ~~EXCHANGE~~of ORconduct ~~DEALERS'~~as ~~NETWORK;~~directors. ~~THEREFORE~~Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, ~~OUR~~poor ~~INVESTORS~~judgment ~~MAY~~or ~~NOT~~other BEcircumstances. ~~ABLE~~The TOindemnification ~~SELL~~provisions ~~THEIR~~may ~~SHARES~~require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~Our~~Failure ~~common~~To ~~stock~~Achieve isAnd ~~not~~Maintain ~~listed~~Effective onInternal ~~any~~Controls ~~exchange~~In orAccordance ~~quoted~~With Section on404 ~~any~~Of ~~similar~~The ~~quotation~~Sarbanes-Oxley ~~service,~~Act ~~and~~Could ~~there~~Have is currently no public market for our common stock. We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop. As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock. Neither we nor our selling stockholders have engaged an underwriter for this offering, and we cannot assure you that any brokerage firm will act as a market maker of our securities. A ~~trading~~Material ~~market~~Adverse Effect ~~may~~On ~~not~~Our ~~develop~~Business inAnd ~~the~~Operating ~~future, and if one does develop, it may not be sustained~~Results. If an active trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other things, the nature of our business and because we are a new public company with a limited operating history. Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders. The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time. The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

·It ~~variations~~may inbe ~~our~~time ~~quarterly~~consuming, ~~operating~~difficult ~~results;~~and ·costly ~~changes~~for inus ~~general~~to ~~economic~~develop ~~conditions~~and implement the additional internal controls, processes and inreporting procedures required by the ~~biofuel~~Sarbanes-Oxley ~~industry;~~Act. ·We ~~changes~~may inneed ~~market~~to ~~valuations~~hire ofadditional ~~similar~~financial ~~companies;~~reporting, ·internal ~~announcements~~auditing byand usother orfinance ~~our~~staff ~~competitors~~in oforder ~~significant~~to ~~new~~develop ~~contracts,~~and ~~acquisitions~~implement appropriate additional internal controls, ~~strategic~~processes ~~partnerships~~and orreporting ~~joint~~procedures. ~~ventures,~~If orwe ~~capital~~are ~~commitments;~~unable ·to ~~loss~~comply with these requirements of athe ~~major~~Sarbanes-Oxley ~~customer~~Act, ~~partner~~we ormay ~~joint~~not ~~venture~~be ~~participant;~~able ~~and~~to ·obtain the ~~addition~~independent oraccountant ~~loss~~certifications ofthat ~~key~~the ~~managerial~~Sarbanes-Oxley ~~and~~Act ~~collaborative~~requires ~~personnel~~of publicly traded companies.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss. 8

~~ONCE~~If ~~PUBLICLY~~we ~~TRADING,~~fail ~~THE~~to ~~APPLICATION~~comply OFin ~~THE~~a ~~"PENNY~~timely ~~STOCK"~~manner ~~RULES~~with ~~COULD~~the ~~ADVERSELY~~requirements ~~AFFECT~~of ~~THE~~Section 404 ~~MARKET~~of ~~PRICE~~the OFSarbanes-Oxley ~~OUR~~Act ~~COMMON~~regarding ~~SHARES~~internal ~~AND~~control ~~INCREASE~~over ~~YOUR~~financial ~~TRANSACTION~~reporting ~~COSTS~~or TOto ~~SELL~~remedy ~~THOSE~~any ~~SHARES.~~material ~~THE~~weaknesses ~~SECURITIES~~in ~~AND~~our ~~EXCHANGE~~internal ~~COMMISSION~~controls ~~HAS~~that ~~ADOPTED~~we ~~RULE~~may ~~3A51-1~~identify, ~~WHICH~~such ~~ESTABLISHES~~failure ~~THE~~could ~~DEFINITION~~result OFin Amaterial ~~"PENNY~~misstatements ~~STOCK,"~~in ~~FOR~~our ~~THE~~financial ~~PURPOSES RELEVANT TO US~~statements, AScause ~~ANY~~investors ~~EQUITY~~to ~~SECURITY~~lose ~~THAT~~confidence ~~HAS~~in Aour ~~MARKET~~reported ~~PRICE~~financial OFinformation ~~LESS~~and ~~THAN~~have ~~$5.00~~a ~~PER~~negative ~~SHARE~~effect ORon ~~WITH~~the ANtrading ~~EXERCISE~~price ~~PRICE~~of OFour ~~LESS~~common ~~THAN $5~~stock.~~00 PER SHARE, SUBJECT TO CERTAIN EXCEPTIONS. FOR ANY TRANSACTION INVOLVING A PENNY STOCK, UNLESS EXEMPT, RULE 15G-9 REQUIRE:~~

·In ~~that~~connection awith ~~broker~~our oron-going ~~dealer~~assessment ~~approve~~of athe ~~person's~~effectiveness ~~account~~of ~~for~~our ~~transactions~~internal control over financial reporting, we may discover "material weaknesses" in ~~penny~~our ~~stocks;~~internal ~~and~~controls ·as defined in standards established by the ~~broker~~Public orCompany ~~dealer~~Accounting ~~receive~~Oversight ~~from~~Board, or the ~~investor~~PCAOB. A material weakness is a ~~written~~significant ~~agreement~~deficiency, toor ~~the~~combination ~~transaction~~of significant deficiencies, ~~setting~~that ~~forth~~results ~~the~~in ~~identity~~more ~~and~~than ~~quantity~~a remote likelihood that a material misstatement of the ~~penny~~annual ~~stock~~or tointerim financial statements will not be ~~purchased~~prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of

In ~~order~~the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to ~~approve~~address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a ~~person's~~continuous ~~account~~effort ~~for~~that ~~transactions~~requires us to anticipate and react to changes in ~~penny~~our ~~stocks,~~business and the ~~broker~~economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or ~~dealer~~that ~~must:~~we will implement and maintain adequate controls over our financial process and reporting in the future.

·Any ~~obtain~~failure to complete our assessment of our internal control over financial ~~information~~reporting, ~~and~~to ~~investment~~remediate ~~experience~~any ~~objectives~~material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the ~~person;~~periodic management evaluations of our internal controls and, ·in ~~make~~the case of a ~~reasonable~~failure ~~determination~~to remediate any material weaknesses that we may identify, would adversely affect the ~~transactions~~annual inauditor ~~penny~~attestation ~~stocks~~reports ~~are~~regarding ~~suitable~~the ~~for~~effectiveness of our internal control over financial reporting that ~~person~~are ~~and~~required under Section 404 of the ~~person~~Sarbanes-Oxley ~~has~~Act. ~~sufficient~~Inadequate ~~knowledge~~internal ~~and~~controls ~~experience~~could also cause investors to lose confidence in our reported financial ~~matters~~information, towhich becould ~~capable~~have ofa ~~evaluating~~negative effect on the ~~risks~~trading price of ~~transactions~~our incommon ~~penny stocks~~stock.

~~The broker or dealer must also deliver~~Trends, ~~prior~~Risks toand ~~any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:~~Uncertainties

·We ~~sets~~have ~~forth~~sought ~~the~~to ~~basis~~identify onwhat ~~which~~we ~~the~~believe ~~broker~~to orbe ~~dealer made~~ the ~~suitability~~most ~~determination;~~significant ~~and~~risks ·to ~~that~~our ~~the~~business, ~~broker~~but orwe ~~dealer~~cannot ~~received~~predict ~~a signed~~whether, ~~written~~or ~~agreement from the investor prior~~ to ~~the~~what ~~transaction.~~extent, ·any ~~Generally,~~of ~~brokers~~such risks may be ~~less~~realized ~~willing~~nor tocan ~~execute~~we ~~transactions~~guarantee inthat ~~securities~~we ~~subject~~have toidentified ~~the~~all ~~"penny~~possible ~~stock"~~risks ~~rules.~~that ~~This~~might ~~may~~arise. ~~make~~Investors itshould ~~more~~carefully ~~difficult~~consider ~~for~~all ~~investors to dispose~~ of ~~our~~such ~~common~~risk ~~stock~~factors ~~and~~before ~~cause~~making aan ~~decline~~investment indecision ~~the~~with ~~market~~respect ~~value~~to of our common stock.

~~<index>~~Item 71B. Unresolved Staff Comments

~~SHOULD~~As ~~ONE~~a OR"smaller ~~MORE~~reporting ~~OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE~~company", ORwe ~~SHOULD~~are ~~THE~~not ~~UNDERLYING~~required ~~ASSUMPTIONS~~to ~~PROVE~~provide ~~INCORRECT,~~the ~~ACTUAL~~information ~~RESULTS~~required ~~MAY~~by ~~DIFFER~~this ~~SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED~~Item.

~~Special~~Item ~~Note Regarding Forward-Looking Statements~~2. Properties

~~This~~We ~~filing~~do ~~contains~~not ~~forward-looking~~own ~~statements~~any ~~about~~real ~~our~~property. Our ~~business,~~administrative ~~financial~~office ~~condition~~is ~~and~~located ~~prospects~~at ~~that~~1984 ~~reflect~~Isaac ~~our~~Newton ~~management's~~Square ~~assumptions~~West, ~~and~~Suite ~~good~~202, ~~faith~~Reston, ~~beliefs~~VA ~~based~~20190 onand ~~information~~support are currently ~~available.~~provided Weby ~~can~~entities ~~give~~controlled ~~no assurance that the expectations indicated~~ by ~~such~~one ~~forward-looking statements will be realized. If any~~ of our ~~assumptions~~stockholders ~~should~~at ~~prove~~no ~~incorrect,~~charge. orThere ifis ~~any~~no offormal ~~the~~agreement ~~risks~~to ~~and~~continue ~~uncertainties~~this ~~underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements~~arrangement.

~~The~~We ~~key~~also ~~factors~~have ~~that~~an ~~are~~office ~~not~~in ~~within~~Ukraine. ~~our~~Office ~~control~~located ~~and~~at ~~that~~35, ~~may~~Dzherzhinskogo ~~have~~street, ~~a direct bearing on operating results include~~korp.6, ~~but are not limited to~~apt.59, ~~acceptance of our proposed services and the products we expect to market~~Dniepropetrovsk, ~~our ability to establish a customer base~~49027, ~~managements' ability to raise capital in the future~~Ukraine, ~~the~~telephone ~~retention~~number ~~of key employees and changes in the regulation of our industry~~(38057)3120306.

~~There~~We ~~may~~believe ~~be other risks and circumstances~~ that ~~management~~our ~~may~~current bearrangements ~~unable~~provide toadequate ~~predict.~~space ~~When~~for ~~used~~our inforeseeable ~~this~~future filing, words such as, "believes," "expects", "intends", "plans", "anticipates", "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressionsneeds.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~9

~~Not~~Item ~~applicable~~3. Legal Proceedings

~~ITEM~~We 2know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. ~~PROPERTIES~~ There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

~~The~~Item ~~Company previously leased offices in 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190~~4. [Removed and Reserved]

The monthly rent was $ 154 per month.
The Company's administrative office (at 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190) and support are currently provided by entities controlled by one of the Company's stockholders at no charge.  There is no formal agreement to continue this arrangement.
Also the company has an office in Ukraine. Office is located at 35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine. Telephone number is (38057)3120306.
ITEM 3.  LEGAL PROCEEDINGS.
Since inception, none of the following have occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
<index> 8
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
No matters were submitted to shareholders for the year ended April 30, 2009.
PART II

~~ITEM~~Item 5.  ~~MARKET~~   Market ~~FOR~~for ~~REGISTRANT'S~~Common ~~COMMON~~Equity ~~EQUITY,~~and ~~RELATED~~Related ~~STOCKHOLDER~~Stockholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES.~~Securities

Our shares of common ~~shares~~stock ~~are~~were ~~not~~listed ~~currently~~on ~~quoted~~the OTC Bulletin Board on ~~any~~November ~~exchange~~6, 2008 under the trading symbol "OCEE". To date there have been no trades of our common stock.

~~Holders~~Our common shares are issued in registered form. Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 (Telephone: 702-818-5898; Facsimile: 702-974-1444) is the registrar and transfer agent for our common shares.

WeOn ~~have~~August ~~approximately~~19, 402010, ~~record~~the ~~holders~~list of stockholders for our shares of common stock asshowed of40 ~~April~~registered 30stockholders and 12,200,000 shares ~~2009~~of common stock outstanding.

~~Dividend Policy~~Dividends

We have ~~never~~not ~~paid~~declared any ~~cash~~ dividends on our common ~~shares,~~stock ~~and~~since wethe doinception ~~not~~of ~~anticipate~~our ~~that~~company weon ~~will~~November ~~pay~~28, ~~any~~2007. There ~~dividends~~is ~~with~~no ~~respect~~restriction toin ~~those~~our ~~securities~~Articles inof ~~the~~Incorporation ~~foreseeable~~and ~~future.~~Bylaws ~~Our~~that ~~current~~will ~~business~~limit ~~plan~~our isability to ~~retain~~pay ~~any~~dividends ~~future~~on ~~earnings~~our tocommon ~~finance~~stock. However, ~~the~~we ~~expansion~~do not anticipate declaring and ~~development~~paying ofdividends to our ~~business~~shareholders in the near future.

Equity Compensation Plan Information

~~Stock~~We ~~Option~~currently ~~Plan~~do not have a stock option plan or any equity compensation plans.

~~The~~Purchase ~~Company,~~of atEquity ~~the~~Securities ~~current~~by ~~time,~~the ~~has~~Issuer noand ~~stock~~Affiliated ~~option plan or any equity compensation plans.~~Purchasers

~~ITEM~~We ~~6. SELECTED~~did ~~FINANCIAL~~not ~~DATA~~purchase any of our shares of common stock or other securities during the year ended April 30, 2010.

~~Not~~Recent ~~required.~~Sales of Unregistered Securities

~~ITEM 7~~None. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.~~

~~Management's~~Item Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties6. Selected ~~Certain~~Financial statements included in this Form 10-K, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein. Data

~~Management's~~As ~~Discussion~~a ~~and~~"smaller ~~Analysis~~reporting ~~of Results of Financial Condition and Results of Operations (~~company"~~MD&A")~~, ~~should~~we beare ~~read~~not inrequired ~~conjunction~~to ~~with~~provide the ~~financial~~information ~~statements~~required ~~included~~by ~~herein~~this Item.

~~<index>~~Item 97. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~PLAN~~The OFfollowing ~~OPERATION~~discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2010 and April 30, 2009 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page * of this annual report.

~~We plan the following development stages for our enterprise:~~10

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Plan of Operation

Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity, or whether the opportunity's operations will be profitable.

As of the date hereof, we have not been successful in our business development efforts. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

Assuming that we proceed with our current business plan, which in unlikely given the capital requirements and our inability to raise capital to date, we had planed the following development stages for our enterprise:

A.	Stage One
	a.	Engineering the development of a full-scale model of a 10kW pre-serial WEPP on the basis of the existing 3kW prototype;
	b.	Preparing the 10kW WEPP for serial production;
	c.	Developing a marketing plan;
	d.	Seeking investors and business partners
	Stage Duration: 10 months
	Required Investment: $360,000 USD.

B.	Stage Two
	a.	Placement of contracts for manufacturing, delivery, and installation of WEPP in several countries in Southeast Asia, including China and South Korea;
	b.	Manufacturing and installing a full-scale industrial specimen of a WEPP in the Pacific Ocean;
	c.	Completing the international patent process and the sale of licenses on technology;
	d.	Arrangement of the industrial production of differently-sized WEPP units:

Sizes of WEPP Units

WEPP Power Unit	Diameter of Rotor (in meters)	WEPP Size (in square meters)
1 kW	1	3 m x 8 m = 24 m²
3 kW	1.5	5 m x 10 m = 50 m²
5 kW	1.5	7 m x 10 m = 70 m²
10 kW	1.5	15 m x 10 m = 150 m²
20 kW	3	10 m x 30 m = 300 m²
50 kW	3	25 m x 30 m = 750 m²
100 kW	3	50 m x 30 m = 1500 m²

	Stage Duration: 24 months
	Required Investment: $900,000 USD.

C.	Stage Three
	a.	Engineering development of a full model row of WEPP;
	b.	Placement of contracts of manufacturing, delivery, and installation of industrial WEPP in the Pacific Ocean

The installation price of OPC/WEPP is approximately $1,250 to $1,500USD per kW of installed power, comparable with the installation cost of a wind power generator or a gasoline mini power station.

Estimated Price of WEPP Units

(excluding delivery and assemblage)

WEPP Unit Capacity	Estimated Price (USD)
3 kW	$3,600
10 kW	$11,000
20 kW	$21,000
50 kW	$51,000
100 kW	$100,000

According to materials of correspondence with potential buyers, at the given sale prices, the estimated annual sales volumes are as follows:

	a.	Fiji, Nauru, Kiribati, Vanuatu and the Solomon Islands - $500,000 USD
	b.	Chile and the Bahamas - $2,000,000 USD
	c.	North Sea Oil Platforms - $1,000,000,000 USD

We plan to raise additional funds through joint venture partnerships, project debt financings or through future sales of our common stock, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance that we will be successful in raising additional capital or achieving profitable operations. Our ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of these uncertainties.

We will need financing within 12 months to execute our business plan. The total time period between the arrangement of financing and a production launch is estimated at 18 to 24 months.

~~<index>~~Capital 10Expenditures

~~RECENT~~We ~~DEVELOPMENTS~~do not intend to invest in capital expenditures during the twelve-month period ending April 30, 2010.

AsGeneral previously noted, a prototype of our unique technology of sea wave energy to electricity conversion, a result of 15 years of work improving the rotors, was tested at Suva, Fiji Islands, by the University of the South Pacific, and ~~patented~~Administrative ~~in 2005.~~Expenses

~~More~~We ~~recently,~~expect ato ~~full~~spend ~~scale~~$60,000 ~~prototype~~during of the ~~Ocean~~twelve-month ~~Power~~period ~~Converter~~ending ~~(OPC)~~April ~~with~~30, ~~installed~~2010 ~~power~~on upgeneral toand 2administrative kWexpenses ~~was~~including ~~manufactured~~legal and ~~tested~~auditing atfees, ~~the~~rent, ~~Experimental~~office ~~division~~equipment ofand ~~the~~other ~~Sevastopol~~administrative ~~Marine~~related ~~Hydrophysical Institute, Black Sea, Crimea Peninsula~~expenses.

~~Further~~Product ~~development~~Research ofand the construction of the OPC has led to the creation of a simpler, more reliable, less expensive OPC prototype. Estimations show that the costs of electrical power produced by the improved OPC does not exceed three cents per kWh. The pay-back term of each plant is approximately three to four months; therefore, the cost of each plant will be returned 12-15 times over its service lifetime.Development

~~RESULTS~~We OFdo ~~OPERATIONS~~not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending April 30, 2010.

~~Substantial~~Purchase ~~positive and negative fluctuations can occur in our business due to a variety~~ of ~~factors,~~Significant including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.Equipment

~~Revenue~~We ~~for~~do ~~the~~not ~~year~~intend ~~ended~~to ~~April~~purchase ~~30,~~any ~~2009~~significant ~~was~~equipment ~~$0.~~over Wethe ~~are~~twelve inmonths aending ~~development~~April ~~stage. We were organized in November 28~~30, ~~2007 and have not generated revenues to date~~2010.

~~For~~Personnel the year ended April 30, 2009, the Company has recorded a net loss of $26,441. We incurred operating expense of $26,441 and these expenses consisted of General and Administrative expenses $18,318 and Professional expenses $8,123.Plan

~~For~~We ~~the~~do ~~period~~not ~~from~~expect ~~November~~any ~~28,~~material ~~2007~~changes toin ~~April~~the ~~30,~~number ~~2009,~~of employees over the ~~Company~~next ~~has~~12 ~~recorded~~month aperiod ~~net~~(although ~~loss~~we ofmay ~~$47,941.~~enter Weinto ~~incurred~~employment ~~operating~~or ~~expense~~consulting ofagreements ~~$47,941~~with ~~and~~our ~~these~~officers ~~expenses~~or ~~consisted~~directors). ofWe ~~General~~do and ~~Administrative~~will ~~expenses~~continue ~~$27,318~~to ~~and~~outsource ~~Professional~~contract ~~expenses~~employment ~~$20,623~~as needed.

~~OFF-BALANCE SHEET ARRANGEMENTS~~13

WeResults have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of ~~operations,~~Operations liquidity, capital expenditures or capital resources and would be considered material to investors. Certain officers and directors of the Company have provided personal guarantees to our various lenders as required for the ~~extension~~Years ofEnded ~~credit~~April to30, ~~the~~2010 ~~Company.~~and 2009

~~ITEM~~The ~~7A. QUANTITATIVE~~following ~~AND~~summary ~~QUALITATIVE~~of ~~DISCLOSURES~~our ~~ABOUT~~results ~~MARKET~~of ~~RISK~~operations should be read in conjunction with our audited financial statements for the years ended April 30, 2010 and 2009.

~~Not~~Our ~~required.~~operating results for the years ended April 30, 2010 and 2009 are summarized as follows:

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Year Ended April 30
	2010		2009

Revenue	$	Nil	$	Nil
Operating Expenses	$	18,632	$	30,842
Net Loss	$	(18,632)	$	(30,842)

~~Our~~Operating ~~audited financial statements, together with the Report thereon of Moore & Associates, Chartered, independent certified public accountants, are included elsewhere in Item 15 as F-1 through F-13.~~Expenses

~~<index>~~Our 11operating expenses for the year ended April 30, 2010 and April 30, 2009 are outlined in the table below:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	Year Ended April 30
	2010		2009

General and administrative	$	1,832	$	6,342
Consulting, Legal and Accounting	$	16,800	$	24,500

WeThe ~~have~~decrease ~~had~~in nooperating ~~disagreements~~expenses onfor ~~any~~the ~~matter~~year ofended ~~accounting~~April ~~principles or practices~~30, ~~financial statement disclosure~~2010, orcompared ~~auditing~~to ~~scope~~the orsame ~~procedures~~period ~~with~~in ~~any~~fiscal of2009, ~~our~~was ~~accountants~~mainly ~~for~~due ~~the~~to ~~year~~a ~~ended~~decrease ~~April~~in ~~30,~~all ~~2009 or any interim period~~expenses.

WeLiquidity ~~have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting~~ and ~~financial~~Financial ~~disclosures during our two recent fiscal years or any later interim period.~~Condition

~~ITEM~~As 9Aof April 30, 2010, our total assets were $25,017 and our total current liabilities were $54,991 and we had a working capital deficit of $29,974. ~~CONTROLS~~ ~~AND~~Our ~~PROCEDURES~~financial ~~(ITEM~~statements 9Areport a net loss of $18,632 for the year ended April 30, 2010, and a net loss of $70,974 for the period from November 28, 2007 (Tdate of inception)) to April 30, 2010.

~~Our~~We ~~management~~have issuffered ~~responsible~~recurring ~~for~~losses ~~establishing~~from ~~and maintaining adequate internal control over financial reporting~~operations. ~~Internal~~ ~~control~~The ~~over~~continuation ~~financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act~~ of ~~1934~~our ~~as a process designed by, or under the supervision of, the~~ company's ~~principal~~is ~~executive~~dependent ~~and~~upon ~~principal~~our ~~financial officers and effected by the~~ company's ~~board~~attaining ~~of directors, management~~ and ~~other~~maintaining ~~personnel,~~profitable tooperations ~~provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the~~raising ~~preparation~~additional ofcapital ~~financial~~as ~~statements~~needed. ~~for~~In ~~external~~this ~~purposes~~regard inwe ~~accordance~~have ~~with~~raised ~~accounting~~additional ~~principles~~capital ~~generally~~through ~~accepted~~equity inofferings ~~the United States of America~~ and ~~includes~~loan ~~those policies and procedures that:~~transactions.

- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Cash Flows
	Year Ended April 30, 2010		Year Ended April 30, 2009

Net Cash (Used in) Operating Activities	$	(14,292)	$	(29,342)
Net Cash Provided by (Used In) Investing Activities	$	Nil	$	Nil
Net Cash Provided by Financing Activities	$	39,110	$	10,400
Cash (decrease) increase during the year	$	24,818	$	(19,302)

~~Because~~We ofhad ~~its~~cash ~~inherent~~in ~~limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~amount ~~that controls may become inadequate because~~ of ~~changes in conditions~~$25,017 oras ~~that the degree~~ of ~~compliance~~April ~~with the policies or procedures may deteriorate. All internal control systems~~30, no2010 ~~matter~~as ~~how~~compared ~~well designed, have inherent limitations. Therefore, even those systems determined~~ to be$199 ~~effective~~as ~~can provide only reasonable assurance with respect to financial statement preparation and presentation. Because~~ of ~~the~~April ~~inherent limitations of internal control~~30, ~~there~~2009. isWe ahad ~~risk that material misstatements may not be prevented or detected on~~ a ~~timely~~working ~~basis~~capital bydeficit ~~internal~~of ~~control over financial reporting. However~~$29,974 ~~these~~as ~~inherent limitations are known features~~ of ~~the~~April ~~financial reporting process. Therefore~~30, it2010 iscompared ~~possible~~ to ~~design~~working ~~into~~capital ~~the~~deficit ~~process~~of ~~safeguards to reduce~~$11,342 ~~though~~as ~~not~~of ~~eliminate~~April 30, ~~this risk~~2009.

AsOur ofprincipal ~~the~~sources ~~year ended April 30, 2009 management assessed the effectiveness~~ of ~~our~~funds ~~internal~~have ~~control~~been ~~over~~from ~~financial~~sales ~~reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee~~ of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our ~~internal~~common ~~controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses~~stock.

~~<index> 12~~14

~~The~~Contractual matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of the year ended April 30, 2009.Obligations

~~Management~~As ~~believes~~a ~~that~~"smaller ~~the~~reporting ~~material~~company", ~~weaknesses~~we ~~set~~are ~~forth in items (2) and (3) above did~~ not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required ~~internal~~to ~~controls~~provide ~~and~~tabular ~~procedures,~~disclosure ~~which could result in a material misstatement in our financial statements in future periods~~obligations.

~~This~~Going annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.Concern

~~Management's~~The ~~Remediation~~audited ~~Initiatives~~financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

InOff-Balance anSheet ~~effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:~~Arrangements

We ~~will~~have ~~create~~no aoff-balance ~~position~~sheet toarrangements ~~segregate~~that ~~duties~~have ~~consistent~~or ~~with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds~~ are ~~available~~reasonably tolikely ~~us. And, we plan~~ to ~~appoint~~have ~~one~~a current or ~~more~~future ~~outside~~effect ~~directors~~on to our ~~board~~financial ofcondition, ~~directors~~changes ~~who shall be appointed to an audit committee resulting~~ in afinancial ~~fully~~condition, ~~functioning~~revenues ~~audit~~or ~~committee~~expenses, ~~who~~results ~~will undertake the oversight in the establishment and monitoring~~ of ~~required~~operations, ~~internal~~liquidity, ~~controls~~capital ~~and~~expenditures ~~procedures~~or ~~such~~capital asresources ~~reviewing~~that ~~and~~is ~~approving~~material ~~estimates and assumptions made by management when funds are available~~ to usstockholders.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.Inflation

WeThe ~~anticipate~~effect ~~that~~of ~~these~~inflation ~~initiatives~~on ~~will be at least partially, if not fully, implemented by October 31, 2009. Additionally, we plan to test~~ our ~~updated~~revenue ~~controls~~ and ~~remediate~~operating ~~our~~results ~~deficiencies~~has bynot ~~October~~been ~~31, 2009~~significant.

~~Changes~~APPLICATION inOF ~~internal~~CRITICAL ~~controls~~ACCOUNTING ~~over financial reporting~~POLICIES

~~There~~Our ~~was~~audited nofinancial ~~change~~statements and accompanying notes are prepared in ~~our~~accordance ~~internal~~with ~~controls~~generally ~~over~~accepted accounting principles used in the United States. Preparing financial ~~reporting~~statements ~~that~~requires ~~occurred~~management ~~during~~to make estimates and assumptions that affect the ~~period~~reported ~~covered~~amounts byof ~~this~~assets, ~~report~~liabilities, ~~which~~revenue, ~~has~~and ~~materially~~expenses. These estimates and assumptions are affected, orby ismanagement's ~~reasonably~~application ~~likely~~of toaccounting ~~materially~~policies. We ~~affect,~~believe ~~our~~that ~~internal~~understanding ~~controls~~the ~~over~~basis and nature of the estimates and assumptions involved with the following aspects of our financial ~~reporting~~statements is critical to an understanding of our financials.

~~ITEM~~Cash ~~9B. OTHER~~and ~~INFORMATION~~Cash Equivalents

~~None~~Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of three months or less. As of April 30, 2010, our company cash balance is $25,017.

~~<index>~~Earnings 13per Share

~~PART~~The ~~III~~basic earnings (loss) per share is calculated by dividing our company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing our company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in our company.

~~ITEM~~Stock ~~10. DIRECTORS,~~Based ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~Compensation

~~The~~We ~~following~~follow ~~table~~ASC ~~sets~~718-10, ~~forth~~"Stock ~~certain~~Compensation", ~~information~~which addresses the accounting for transactions in which an entity exchanges our equity instruments for goods or services, with ~~respect~~a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and our ~~directors~~related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. Our company has not adopted a stock option plan and has not granted any stock options. Our company granted stock awards, ~~executive~~at par value, to our officers, directors and ~~key~~advisors ~~employees~~for services rendered in our formation. Accordingly, stock-based compensation has been recorded to date.

Name	Age	Position
Valentyna Stupenko	40	President, Chief Executive Officer, Chief Financial Officer and director
Yury Milkov	62	Chief Technology Officer

~~VALENTYNA~~Income ~~STUPENKO~~Taxes

~~YURY~~The ~~MILKOV~~provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

~~Compensation~~NEW ofACCOUNTING ~~Directors~~PRONOUNCEMENTS

WeIn doOctober ~~not~~2009, ~~pay~~the ~~our~~FASB ~~Directors~~issued ~~any~~Accounting ~~fees~~Standards inUpdate ~~connection~~No. ~~with~~2009-13 ~~their~~("ASU ~~role~~2009-13") as"Revenue ~~members~~Recognition of(ASC ~~our~~605), ~~Board.~~Multiple-Deliverable ~~Directors~~Revenue ~~are~~Arrangements ~~not~~a ~~paid~~consensus ~~for~~of ~~meetings~~the ~~attended~~FASB atEmerging ~~our~~Issues ~~corporate~~Task ~~headquarters~~Force or("EITF"). ~~for~~This ~~telephonic~~ASU ~~meetings~~provides ~~Our~~amendments ~~Directors~~to ~~are~~the ~~reimbursed~~criteria in FASB ASC 605-25 for ~~travel~~separating ~~and~~consideration ~~out~~in multiple-ofdeliverable arrangements. ASU 2009-~~pocket~~13 ~~expenses~~changes existing rules regarding recognition of revenue in ~~connection~~multiple ~~with~~deliverable ~~attendance~~arrangements atand ~~Board~~expands ~~meetings~~ongoing disclosures about the significant judgments used in applying our guidance. ~~Each~~It ~~board~~will ~~member~~be ~~serves~~effective for arevenue ~~one~~arrangements entered into or materially modified in the fiscal year ~~term~~beginning ~~until~~on ~~elections~~or ~~are~~after ~~held~~June at15, ~~each~~2010. ~~annual~~Early ~~meeting~~adoption is permitted on a prospective or retrospective basis. The adoption of FASB ASU 2009-13 did not have a material impact on our financial statements.

~~Directors~~In ~~are~~June ~~elected~~2009, atthe FASB issued FASB ASC 820-10, "Determining Fair Value When the ~~Company's~~Volume ~~annual~~and ~~meeting~~Level of ~~Stockholders~~Activity for the Asset or Liability Have Significantly Decreased and ~~serve~~Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for ~~one~~estimating ~~year~~fair ~~until~~value in accordance with FASB ASC 820-10, when the ~~next~~volume ~~annual~~and ~~Stockholders'~~level ~~meeting~~of oractivity ~~until~~for ~~their~~the ~~successors~~asset ~~are~~or ~~elected~~liability ~~and~~have ~~qualified~~significantly decreased. ~~Officers~~This ~~are~~ASC ~~elected~~also byincludes ~~the~~guidance ~~Board~~on ofidentifying ~~Directors~~circumstances ~~and~~that ~~their~~indicate ~~terms~~a oftransaction ~~office~~is ~~are,~~not ~~except~~orderly. toThis ~~the~~ASC ~~extent~~is ~~governed~~effective byfor ~~employment~~interim ~~contract,~~and atannual ~~the~~reporting ~~discretion~~periods ofthat ~~the~~ended ~~Board~~after June 15, 2009. The ~~Company~~ASC ~~reimburses~~does ~~all~~not ~~Directors~~require disclosures for ~~their~~earlier ~~expenses~~periods inpresented ~~connection~~for ~~with~~comparative ~~their~~purposes ~~activities~~at asinitial ~~directors~~adoption. ofIn ~~the~~periods ~~Company.~~after ~~Directors~~initial ofadoption, ~~the~~this ~~Company~~ASC ~~who~~requires ~~are~~comparative ~~also~~disclosures ~~employees~~only for periods ending after initial adoption. The adoption of ~~the~~FASB ~~Company~~ASC ~~will~~820-10 did not ~~receive~~have ~~additional~~a ~~compensation~~material ~~for~~impact ~~their~~on ~~services~~our asfinancial ~~directors~~statements.

~~Family~~On ~~Relationships~~July 1, 2009, our company adopted updates issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards CodificationTM (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

~~There~~In ~~are~~January no2010, ~~family~~the ~~relationships~~Financial Accounting Standards Board ("FASB") issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the ~~Board~~transfers of ~~Directors~~assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our financial statements.

~~Involvement In Certain Legal Proceedings~~16

ToIn ~~the~~January ~~best of our knowledge~~2010, ~~during~~ the ~~past~~FASB ~~five~~issued ~~years,~~an ~~none~~amendment ~~of the following have occurred with respect~~ to aASC ~~present~~505, orEquity, ~~former~~where ~~director~~entities orthat ~~executive~~declare ~~officer~~dividends ofto ~~the~~shareholders ~~Company:~~that ~~(1)~~may ~~any~~be ~~bankruptcy~~paid ~~petition~~in ~~filed~~cash by or ~~against~~shares ~~any business of which such person was a general partner or executive officer either~~ at the ~~time~~election of the ~~bankruptcy~~shareholders orare ~~within~~considered ~~two years prior~~ to ~~that~~be ~~time; (2) any conviction in~~ a ~~criminal~~share ~~proceeding~~issuance orthat ~~being~~is ~~subject~~reflected toprospectively ain ~~pending~~EPS, ~~criminal proceeding (excluding traffic violations~~ and ~~other~~is ~~minor offenses); (3) being subject to any order, judgment or decree,~~ not ~~subsequently~~accounted ~~reversed,~~for ~~suspended~~as ora ~~vacated,~~stock ofdividend. ~~any~~This ~~court~~standard ofis ~~any~~effective ~~competent~~for ~~jurisdiction,~~interim ~~permanently~~and orannual ~~temporarily~~periods ~~enjoining,~~ending ~~barring,~~on ~~suspending~~ or ~~otherwise~~after ~~limiting his involvement in any type of business~~December 15, ~~securities~~2009 ~~or banking activities;~~ and ~~(4)~~is ~~being~~to ~~found~~be byapplied aon ~~court of competent jurisdiction (in~~ a ~~civil~~retrospective ~~action),~~basis. ~~the~~The ~~Commission~~adoption orof ~~the~~this ~~commodities~~standard ~~futures~~is ~~trading~~not ~~commission~~expected to have ~~violated~~ a ~~Federal~~significant orimpact ~~state~~on ~~securities~~our orcompany's ~~commodities~~financial ~~law, and the judgment has not been reversed, suspended or vacated~~statements.

~~<index>~~On 14February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic of the FASC to provide updates including: (1) requiring our company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the "Subsequent Events" topic to include the definition of "SEC filer" and exclude the definition of "Public entity"; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated. This guidance was prospectively effective upon issuance. The adoption of this guidance did not impact our company's results of operations of financial condition.

~~ITEM~~Our ~~11. EXECUTIVE~~company ~~COMPENSATION~~has implemented all new accounting pronouncements that are in effect and that may impact our financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

~~Summary~~Item ~~Compensation~~7A. Quantitative ~~Table~~and Qualitative Disclosures About Market Risk

~~The~~As ~~following~~a ~~table~~"smaller ~~sets~~reporting ~~forth for the fiscal year ended April 30~~company", ~~2009,~~we ~~the~~are ~~compensation~~not ~~awarded~~required to, ~~paid~~provide ~~to,~~the orinformation ~~earned~~required by, ~~our~~this ~~Chief Executive Officer and our Chief Technology Officer whose total compensation was zero~~Item.

Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($)
VALENTYNA STUPENKO, President and Chief Executive Officer and director 2008 2009 - - - - - - - - - - - - - - - -
YURY MILKOV, Chief Technology Officer 2008 2009 - - - - - - - - - - - - - - - -
Item 8. Financial Statements and Supplementary Data

~~Outstanding~~Our ~~Equity~~audited ~~Awards~~financial Atstatements ~~Fiscal~~are ~~Year-End~~stated ~~Table~~in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~None~~The following audited financial statements are filed as part of this annual report: Independent Auditor's Report, dated August 26, 2010. Audited Balance Sheet as at April 30, 2010. Audited Statements of Operations for the year ended April 30, 2010 and for the year ended April 30, 2009. Audited Statements of Changes in Stockholders' Equity for the year ended April 30, 2010 and for the year ended April 30, 2009. Audited Statements of Cash Flows for the year ended April 30, 2010 and for the year ended April 30, 2009. Notes to the Financial Statements.

~~Option Exercises And Stock Vested Table~~17

Chang G. Park, CPA, Ph. D.
t 2667 CAMINO DEL RIO SOUTH PLAZA B t SAN DIEGO t CALIFORNIA 92108-3707t
t TELEPHONE (858) 722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t

~~None.~~Report of Independent Registered Public Accounting Firm

~~PENSION~~To ~~BENEFITS~~the ~~TABLE~~Board of Directors and Stockholders Ocean Energy, Inc.

~~None~~We have audited the accompanying balance sheets of Ocean Energy, Inc. (A Development Stage "Company") as of April 30, 2010 and 2009 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended April 30, 2010 and 2009, and for the period from November 28, 2007 (inception) to April 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Nonqualified~~We ~~Deferred~~conducted ~~Compensation~~our ~~Table~~audit 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.

~~None~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ocean Energy, Inc. as of April 30, 2010 and 2009, and the result of its operations and its cash flows for the years then ended April 30, 2010 and 2009 and for the period from November 28, 2007 (inception) to April 30, 2010 in conformity with U.S. generally accepted accounting principles.

~~All~~The ~~Other~~financial ~~Compensation~~statements ~~Table~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Chang G. Park
CHANG G. PARK, CPA

~~None~~August 26, 2010 San Diego, CA. 92108

~~Perquisites~~Member ~~Table~~of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board

~~None.~~18

Potential Payments Upon Termination Or Change In Control Table
None.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.
<index> 15
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding beneficial ownership of the common stock as of April 30, 2009, by (i) each person who is known by the Company to own beneficially more than 5% of the any classes of outstanding Stock, (ii) each director of the Company, (iii) each officer and (iv) all directors and executive officers of the Company as a group.
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. Unless otherwise stated, the address of each person is 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190.
Title Of Class Name, Title and Address of Beneficial Owner of Shares Amount of Beneficial Ownership Percent of Class
Before Offering After Offering
Common Stock (1) Valentyna Stupenko President, Chief Executive Officer and Director 7,500,000 61.5 % 61.5 %
Yury Milkov Chief Technology Officer 1,500,000 12.3 % 12.3 %
  (1)   Based on 12,200,000 issued and outstanding shares of common stock.
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There have been no material transactions during the past two years between us and any officer, director or any stockholder owning greater than 5% of our outstanding shares, nor any of their immediate family members except that the Company's administrative office (at 1984 Isaac Newton Square West, Suite 202, Reston, VA 20190) and support are currently provided by entities controlled by one of the Company's stockholders at no charge. There is no formal agreement to continue this arrangement.
<index> 16
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees related to services performed by Moore & Associates Chartered in 2008 and 2009:
2009 2008
Audit Fees (1) $5,000 $6,500
Audit-Related Fees (2) 0 0
Tax Fees (3) 0 0
All Other Fees (4) 0 0
Total $5,000 $6,500
  (1)   Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.   (2)   During 2008 and 2009, we did not incur fees for assurance services related to the audit of our financial statements and for services in connection with audits of our benefit plans, which services would be reported in this category.   (3)   Tax fees principally included tax advice, tax planning and tax return preparation.   (4)   Other fees related to registration statement reviews and comments.
Our Board of Directors have approved the inclusion of the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for its fiscal year ended April 30, 2009 for filing with the SEC.
Pre-Approval Policies
The Board's policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.
The Board pre-approved all fees described above.
<index> 17
PART IV
ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
32.1 Section 1350 Certification of the Chief Executive Officer (2)
32.2 Section 1350 Certification of the Chief Financial Officer (2)
  (1)   Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007.
<index> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 as of July 14, 2009.
By: /s/ Valentyna Stupenko ____________________________ Valentyna Stupenko President, CEO, CEO, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures Title Date
By: /s/ Valentyna Stupenko ________________________ Valentyna Stupenko President, Chief Executive Officer, Chief Financial Officer, Director July 14, 2009
<index> 19
Ocean Energy Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
FINANCIAL STATEMENTS F-2
BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) F-4
STATEMENTS OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6
<index> 20 <Financial TOC>
MOORE & ASSOCIATES, CHARTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors Ocean Energy, Inc. (A Development Stage Company)
We have audited the accompanying balance sheets of Ocean Energy, Inc. (A Development Stage Company) as of April 30, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year ended April 30, 2009, and the periods from inception on November 28, 2007 through April 30, 2008 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ocean Energy, Inc. (A Development Stage Company) as of April 30, 2009 and 2008, and the related statements of operations, stockholders' equity and cash flows for the year ended April 30, 2009, and the periods from inception on November 28, 2007 through April 30, 2008 and 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit of $47,941, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
Moore & Associates, Chartered Las Vegas, Nevada July 6, 2009
6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
<index> F - 1 21 <Financial TOC>
OCEAN ENERGY, INC.
April 30, April 30,
2009 2008
ASSETS
Current Assets
Cash $ 199 $ 19 500
Total Assets $ 199 $ 19 500
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 1 500 $ -
Loan from related party $ 3 640 $ -
Total Liabilities $ 5 140 $ -
Stockholders' Equity (Deficit)
Common Stock, 75,000,000 shares authorized at $0.001 par value 12,200,000 shares issued and outstanding $ 12 200 $ 12 200
Additional Paid in Capital 30 800 28 800
Deficit Accumulated During Development Stage (47 941) (21 500)
Total Stockholders' Equity (Deficit) (4 941) 19 500
Total liabilities and stockholders' equity $ 199 19 500
The accompanying notes are an integral part of these statements
<index> F - 2 22 <Financial TOC>
OCEAN ENERGY, INC.
For the year ended April 30, 2009 From Inception November 28, 2007 through April 30, 2008 From Inception November 28, 2007 through April 30, 2009
Revenue:
Revenue $ - $ - $ -
Total Revenue - - -
Expenses:
General and Administrative 18 318 9 000 27 318
Consulting, Legal and Accounting 8 123 12 500 20 623
Total expenses 26 441 21 500 47 941
Loss before income taxes 26 441 21 500 47 941
Provision for income taxes - - -
Net loss $ (26 441) $ (21 500) $ (47 941)
Basic and Diluted Earnings (Loss) per Common Share $ (0.00) $ (0.00)
Weighted Average Number of Common Shares 12 200 000 11 080 000
The accompanying notes are an integral part of these statements
<index> F - 3 23 <Financial TOC>
OCEAN ENERGY INC.
Common Stock Additional Paid in Capital Deficit Accumulated during the development stage Total Equity
Shares Amount
Balance at Inception, November 28, 2007 0 $ 0 $ 0 $ 0 $ 0
Common Shares issued to Founders at $0.001 per Share on January 15, 2008 for services rendered 9 000 000 9 000 0 - 9 000
Common Stock issued for cash at $0.01 per share (par value) on January 15, 2008 for services rendered 3 200 000 3 200 28 800 32 000
Net (loss) for the period from inception on November 28, 2007 through April 30, 2008 (21 500) (21 500)
Balance, April 30, 2008 12 200 000 12 200 28 800 (21 500) 19 500
Contributed Capital 2 000 2 000
Net (loss) for the year ended April 30, 2009 (26 441) (24 441)
Balance, April 30, 2009 12 200 000 12 200 30 800 (47 941) (4 941)
The accompanying notes are an integral part of these statements
<index> F - 4 24 <Financial TOC>
OCEAN ENERGY INC.
For the year ended April 30, 2009 From Inception November 28, 2007 through April 30, 2008 From Inception November 28, 2007 through April 30, 2009
Operating Activities:
Net income (loss) $ (26 441) $ (21 500) $ (47 941)
Stock issued for services - 9 000 9 000
Increase (decrease) in accounts payable $ 1 500 $ - $ 1 500
Net cash provided by (used in) operating activities (24 941) (12 500) (37 441)
Investing Activities:
(Purchases)/disposal of equipment - - -
Cash (used) in investing activities - - -
Financing Activities:
Loan from to related party 3 640 - 3 640
Proceeds from the sale of Stock - 32 000 32 000
Net cash provided by (used in) financing activities 3 640 32 000 35 640
Contributed Capital 2 000 - 2 000
Net increase (decrease) in cash and cash equivalents (19 301) 19 500 199
Cash at beginning of the period 19 500 - -
Cash at end of the period $ 199 $ 19 500 $ 199
Supplemental Information:
Interest $ - $ - $ -
Taxes $ - $ - $ -
Non-cash transactions:
Stock Issued for Services - - 9 000
The accompanying notes are an integral part of these statements
<index> F - 5 25 <Financial TOC>
OCEAN ENERGY INC.
NOTE 1.  GENERAL ORGANIZATION AND BUSINESS
Ocean Energy, Inc.

(A Development Stage Company)
BALANCE SHEETS

	April 30, 2010		April 30, 2009


ASSETS
Current Assets
Cash	$	25,017	$	199

Total Assets	$	25,017	$	199




LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	5,840	$	1,500
Loan from related party	$	49,151	$	10,041

Total Current Liabilities	$	54,991	$	11,541

Stockholders' Equity (Deficit)
Common Stock, 75,000,000 shares authorized at $0.001 par value, 12,200,000 shares issued and outstanding as of April 30, 2010 and April 30, 2009	$	12,200	$	12,200
Additional Paid in Capital		28,800		28,800
Deficit Accumulated During Development Stage		(70,974)		(52,342)

Total Stockholders' Equity (Deficit)		(29,974)		(11,342)

Total liabilities and stockholders' equity (deficit)	$	25,017	$	199

The accompanying notes are an integral part of these financial statements

Ocean Energy, Inc.

(A Development Stage Company)
STATEMENTS OF OPERATIONS

	For the Year Ended April 30, 2010		For the Year Ended April 30, 2009		From Inception November 28, 2007 through April 30, 2010


Revenue:
Revenue	$	-	$	-	$	-

Total Revenue		-		-		-

Expenses:
General and Administrative		1,832		6,342		17,174
Consulting, Legal and Accounting		16,800		24,500		53,800

Total expenses		18,632		30,842		70,974


Loss before income taxes		(18,632)		(30,842)		(70,974)

Provision for income taxes		-		-		-


Net loss	$	(18,632)	$	(30,842)	$	(70,974)




Basic and Diluted Earnings (Loss) per Common Share	$	(0.00)	$	(0.00)




Weighted Average Number of Common Shares	12,200,000		12,200,000

The accompanying notes are an integral part of these financial statements

Ocean Energy, Inc.

(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(From November 28, 2007 (Inception) through April 30, 2010)

	Common Stock			Additional Paid in Capital		Deficit Accumulated during the development stage		Total Equity

	Shares	Amount


Balance at Inception, November 28, 2007	0	$	0	$	0	$	0	$	0

Common Shares issued to Founders at $0.001 per share (par value) on January 15, 2008 for services rendered	9,000,000		9,000		0		0		9,000

Common Shares issued for cash at $0.01 per share (par value $0.001) on April 15, 2008	3,200,000		3,200		28,800				32,000

Net (loss) for the period from inception on November 28, 2007 through April 30, 2008							(21,500)		(21,500)


Balance, April 30, 2008	12,200,000		12,200		28,800		(21,500)		19,500

Net (loss) for the year ended April 30, 2009							(30,842)		(30,842)


Balance, April 30, 2009	12,200,000		12,200		28,800		(52,342)		(11,342)


Net (loss) for the year ended April 30, 2010							(18,632)		(18,632)

Balance, April 30, 2010	12,200,000		12,200		28,800		(70,974)		(29,974)

The accompanying notes are an integral part of these financial statements

Ocean Energy, Inc.

(A Development Stage Company)
STATEMENTS OF CASH FLOWS

		For the Year Ended April 30, 2010		For the Year Ended April 30, 2009		From Inception November 28, 2007 through April 30, 2010


Operating Activities:
	Net income (loss)	$	(18,632)	$	(30,842)	$	(70,974)
	Stock issued for services						9,000
	Increase (decrease) in accounts payable		4,340		1,500		5,840

	Net cash provided by (used in) operating activities		(14,292)		(29,342)		(56,134)


Investing Activities:
	(Purchases)/disposal of equipment		-		-		-

	Cash (used) in investing activities		-		-		-


Financing Activities:
	Loan from to related party		39,110		10,040		49,151
	Proceeds from the sale of Stock		-		-		32,000

	Net cash provided by (used in) financing activities		39,110		10,040		81,151


Net increase (decrease) in cash and cash equivalents			24,818		(19,302)		25,017

Cash at beginning of the year ended			199		19,501		-


Cash at end of the year ended		$	25,017	$	199	$	25,017




Supplemental Information:
Interest		$	-	$	-	$	-



Taxes		$	-	$	-	$	-




Non-cash transactions:
	Stock Issued for Services	$	-		-	$	9,000

The accompanying notes are an integral part of these financial statements

Ocean Energy, Inc.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

April 30, 2010

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Ocean Energy, Inc. was incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters ("OPC") and supplying them to seashore consumers. This innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the Chief Executive Officer of the Company. Nine prototypes of OPC have been manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. After this was completed, an official letter regarding the successful realization of the project was issued. Interest in the development of the engineering of sea wave power was revealed by the South Pacific Geoscience Application Commission - SOPAC (Fiji) and by the governments of Nauru, Kiribati, Tonga, Tuvalu, Samoa, Bahamas, and others.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The relevant accounting policies and procedures are listed below.

Accounting Basis

The financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United ~~Sates~~States of America and are presented in US Dollars. The Company's fiscal year end is April 30.

Cash Balance
The Company account is in a BB&T Bank, Virginia, USA. As of April 30, 2009 the Company cash balance in bank is $ 199.00.
Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all short-term liquid investments that are readily convertible to know amounts of cash and have original maturities of three months or less. As of April 30, ~~2009~~2010, ~~there~~the ~~were~~Company no cash ~~equivalents~~balance is $25,017.

<index> F - 6 26 <Financial TOC>
OCEAN ENERGY INC.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

Stock Based Compensation

~~The~~We ~~Company~~follow ~~accounts~~ASC ~~for~~718-10, ~~its~~"Stock ~~stock~~Compensation", ~~based~~which ~~compensation~~addresses ~~based~~the ~~upon~~accounting ~~provisions~~for transactions in ~~SFAS~~which ~~No.~~an ~~123,~~entity ~~Accounting~~exchanges its equity instruments for ~~Stock-Based~~goods ~~Compensation. In~~or ~~this~~services, ~~statement~~with ~~stock~~a ~~based~~primary ~~compensation~~focus ison ~~divided~~transactions ~~into~~in ~~two~~which ~~general~~an ~~categories,~~entity ~~based~~obtains ~~upon~~employee ~~who~~services ~~the~~in ~~stock~~share-based ~~receiver~~payment transactions. ASC 718-10 is, ~~namely:~~a ~~employees/directors~~revision ~~and~~to ~~non-employees/directors~~SFAS No. ~~The~~ ~~employees/directors~~123, ~~category~~"Accounting isfor ~~further~~Stock-Based ~~divided~~Compensation," ~~based~~and ~~upon~~supersedes ~~the~~Accounting ~~particular~~Principles ~~stock~~Board ~~issuance~~("APB") ~~plan~~Opinion No. 25, ~~namely~~"Accounting ~~compensatory~~for Stock Issued to Employees," and ~~non-compensatory~~its related implementation guidance. ~~The~~ ~~employee/directors~~ASC ~~non~~718-~~compensatory~~10 ~~securities~~requires ~~are~~measurement ~~recorded~~of at the ~~sales~~cost ~~price~~of ~~when~~employee ~~the~~services ~~stock~~received isin ~~sold. The~~exchange ~~compensatory~~for ~~stock~~an isaward ~~calculated~~of ~~and~~equity ~~recorded~~instruments atbased on the ~~securities'~~grant-date fair value atof the ~~time~~award ~~the~~(with ~~stock~~limited ~~is given~~exceptions). ~~SFAS~~ ~~123~~Incremental ~~also~~compensation ~~provides~~costs ~~that~~arising ~~stock~~from ~~compensation~~subsequent ~~paid~~modifications toof ~~non-employees~~awards beafter ~~recorded~~the ~~with~~grant adate ~~value~~must ~~which~~be isrecognized. ~~based~~The ~~upon~~Company ~~the~~has ~~fair~~not ~~value~~adopted ofa ~~the~~stock ~~services~~option ~~rendered~~plan orand ~~the~~has ~~value~~not ofgranted ~~the~~any stock ~~given,~~options. ~~whichever~~The isCompany ~~more~~granted ~~reliable. The~~stock ~~Company~~awards, ~~has~~at ~~selected~~par value, to ~~utilize~~its ~~the~~officers, ~~fair~~directors ~~value~~and ofadvisors ~~the~~for ~~stock~~services ~~issued~~rendered asin ~~the~~its ~~measure~~formation. ofAccordingly, ~~the~~stock-based ~~value~~compensation ofhas ~~services~~been ~~obtained~~recorded to date.

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

Development Stage Enterprise

The Company's isfinancial astatements ~~development~~are ~~stage~~prepared ~~enterprise~~pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as ~~defined~~it indevotes ~~Financial~~substantially ~~Accounting~~all ~~Standards~~of ~~Board~~its ~~No. 7. The~~efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company's ~~planned~~existence. ~~principal~~Until ~~operations~~such ~~have~~interests ~~not~~are ~~fully~~engaged ~~commenced~~in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.
<index> F - 7 27 <Financial TOC>
OCEAN ENERGY INC.
NOTE 3. 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 incurred net losses from inception to April 30, ~~2009~~2010 of $4770,~~941~~974.

Losses are expected to continue for the immediate future. In addition, the Company's cash flow requirements have been met by the generation of capital through private placements of the Company's common stock and loans. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company's equity instruments will be sufficient to meet its capital needs. However; the company is in process of following through with its business plan with sufficient capital at present to meet its business plan.

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet it's obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to generate revenues.

NOTE 4. PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with ~~Statement~~ASC ~~of Financial Accounting Standards No. 109 (SFAS 109)~~740, ~~Accounting for~~ Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss ~~carryforwards~~carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No provision was made for Federal income tax. The provision for income taxes consists of the state minimum tax imposed on corporations.

NOTE 5:. ~~RELATED~~STOCKHOLDERS ~~PARTY TRANSACTIONS~~EQUITY

AsThe ~~of March 11, 2009, the~~ Company ~~has~~is ~~concluded~~authorized ato ~~Personal~~issue ~~Loan~~75,000,000 ~~Agreement~~common shares with ~~Artem~~a ~~Madatov~~$0.001 ~~The~~par ~~loan~~value. isAs inof ~~the~~April ~~amount~~30, ~~of $3~~2010,~~640~~ ~~over a one-year period~~12,200,000 ~~and~~shares iswere ~~for~~issued ~~administrative purposes. The amount due to the related party is unsecured~~ and ~~non interest-bearing~~outstanding.

OCEAN ENERGY INC.

NOTE 6. STOCKHOLDERS EQUITY

The Company is authorized to issue 75,000,000 common shares with a $0.001 par value. As of April 30, 2009 - 12,200,000 shares were issued and outstanding.

On January 15, 2008, the Company issued 7,500,000 shares of its $0.001 par value common stock to Valentyna Stupenko, CEO and a Founder, for services rendered.

On January 15, 2008, the Company issued 1,500,000 shares of its $0.001 par value common stock to Yuiy Milkov, CTO (Chief Technology Officer) and a Founder, for services rendered.

On April 15, 2008, the Company issued 3,200,000 restricted shares of common stock for $32,000 cash at $0.01 per share.

InNOTE ~~October~~6. RELATED ~~2008,~~PARTY ~~Valentyna Stupenko contributed $ 2,000 to pay for the Company's organizational expenses.~~TRANSACTIONS

~~NOTE~~On 7April 30, 2010 the Company concluded a Personal Loan Agreements with the CEO, Valentyna Stupenko. ~~ADVERTISING~~ The loan is in the amount of $24,171and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing and remains outstanding.

AsOn ofMarch ~~April 30~~24, ~~2009~~2010 the ~~Company~~company ~~has~~took ~~incurred~~a noloan ~~advertising~~in ~~expenses~~the amount $24,980.

~~NOTE~~As 8of April 30, 2010, the balance of Loan from related party is $49,151. ~~PROPERTY~~

~~The~~On ~~Company~~May ~~leased~~3, ~~offices in Las Vegas~~2010, ~~Nevada~~the ~~from Davinci~~ Company. ~~The~~paid ~~term~~back ofloan ~~the~~from ~~lease~~related ~~was~~party ~~12 months and terminated February 21 2009. The monthly rent was~~ $ ~~154 per month~~24,950.

~~The~~NOTE ~~Company's administrative office and support are provided by entities controlled by one of the Company's stockholders at no charge~~7. ~~There~~THE isEFFECT noOF ~~formal~~RECENTLY ~~agreement~~ISSUED toACCOUNTING ~~continue this arrangement.~~STANDARDS

~~<index>~~Recent Faccounting -pronouncements 9that 29the ~~<Financial~~Company ~~TOC>~~has adopted or that will be required to adopt in the future are summarized below.

~~OCEAN~~In ~~ENERGY~~October ~~INC~~2009, the FASB issued Accounting Standards Update No. 2009-13 ("ASU 2009-13") "Revenue Recognition (ASC 605), Multiple-Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force ("EITF"). This ASU provides amendments to the criteria in FASB ASC 605-25 for separating consideration in multiple-deliverable arrangements. ASU 2009-13 changes existing rules regarding recognition of revenue in multiple deliverable arrangements and expands ongoing disclosures about the significant judgments used in applying its guidance. It will be effective for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010. Early adoption is permitted on a prospective or retrospective basis. The adoption of FASB ASU 2009-13 did not have a material impact on our financial statements.

~~NOTE 9. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS~~25

~~Below~~In isJune a2009, ~~listing~~the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the ~~most~~Asset ~~recent~~or ~~Statement~~Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of ~~Financial~~activity ~~Accounting~~for ~~Standards~~the ~~(SFAS)~~asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and ~~their~~annual ~~effect~~reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on ~~the~~our ~~Company~~financial statements.

InOn ~~April~~July 1, 2009, the ~~FASB~~Company adopted updates issued ~~FSP~~by ~~No.~~the ~~FAS~~Financial ~~157-4,~~Accounting ~~"Determining~~Standards ~~Fair~~Board ~~Value~~(FASB) ~~When~~to the ~~Volume~~authoritative ~~and~~hierarchy ~~Level~~of GAAP. These changes establish the FASB Accounting Standards CodificationTM (ASC) as the source of ~~Activity~~authoritative ~~for~~accounting principles recognized by the ~~Asset~~FASB orto ~~Liability~~be ~~Have~~applied ~~Significantly~~by ~~Decreased~~nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and ~~Identifying~~interpretive ~~Transactions~~releases ~~That~~of ~~Are~~the ~~Not~~Securities ~~Orderly"~~and ~~("FSP~~Exchange ~~FAS~~Commission ~~157-4~~("SEC")~~. FSP~~ ~~FAS~~under ~~157-4~~authority ~~provides~~of ~~guidance~~federal onsecurities ~~estimating~~laws ~~fair~~are ~~value~~also ~~when~~sources ~~market~~of ~~activity~~authoritative ~~has~~GAAP ~~decreased~~for ~~and~~SEC onregistrants. ~~identifying~~The ~~transactions~~FASB ~~that~~will ~~are~~no ~~not~~longer ~~orderly. Additionally~~issue new standards in the form of Statements, ~~entities~~FASB ~~are~~Staff ~~required~~Positions, toor ~~disclose~~Emerging inIssues ~~interim~~Task ~~and~~Force ~~annual~~Abstracts; ~~periods~~instead the ~~inputs~~FASB ~~and~~will ~~valuation~~issue ~~techniques~~Accounting ~~used~~Standards toUpdates. ~~measure~~Accounting ~~fair~~Standards ~~value. This~~Updates ~~FSP~~will isnot ~~effective~~be ~~for~~authoritative ~~interim~~in ~~and~~their ~~annual~~own ~~periods~~right ~~ending~~as ~~after~~they ~~June~~will ~~15,~~only ~~2009~~serve to update the Codification. ~~The~~ ~~Company~~These ~~does~~changes and the Codification itself do not ~~expect~~change GAAP. Other than the ~~adoption~~manner ofin ~~FSP~~which ~~FAS~~new ~~157-4~~accounting ~~will~~guidance ~~have~~is areferenced, ~~material~~the ~~impact~~adoption onof ~~its~~these ~~financial~~changes ~~condition~~had orno ~~results~~impact ofon ~~operation~~the Financial Statements.

In ~~December~~January ~~2008~~2010, the Financial Accounting Standards Board ("FASB") issued ~~FSP~~guidance Noto amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The ~~FAS~~guidance ~~140-4~~requires new disclosures on the transfers of assets and ~~FIN~~liabilities 46between Level 1 (~~R)-8,~~quoted ~~"Disclosures~~prices byin ~~Public~~active ~~Entities~~market ~~(Enterprises~~for identical assets or liabilities) ~~about~~and ~~Transfers~~Level 2 (significant other observable inputs) of ~~Financial~~the ~~Assets~~fair value measurement hierarchy, including the reasons and ~~Interests~~the intiming ~~Variable~~of ~~Interest~~the ~~Entities~~transfers.~~" This~~ Additionally, ~~disclosure-only~~the ~~FSP~~guidance ~~improves~~requires ~~the~~a ~~transparency~~roll forward of ~~transfers~~activities on purchases, sales, issuance, and settlements of ~~financial~~the assets and anliabilities ~~enterprise's~~measured ~~involvement~~using ~~with~~significant ~~variable~~unobservable ~~interest~~inputs ~~entities,~~(Level ~~including~~3 ~~qualifying~~fair ~~special-purpose~~value ~~entities~~measurements). ~~This~~ ~~FSP~~The isguidance became effective for ~~the~~us ~~first~~with the reporting period ~~(interim~~beginning orJanuary 1, ~~annual)~~2010, ~~ending~~except ~~after~~for ~~December~~the ~~15,~~disclosure ~~2008,~~on ~~with~~the ~~earlier~~roll ~~application~~forward ~~encouraged. The~~activities ~~Company~~for ~~adopted~~Level ~~this~~3 ~~FSP~~fair value measurements, which will become effective ~~January~~for us with the reporting period beginning July 1, ~~2009~~2011. ~~The~~ ~~adoption~~Other ofthan ~~the~~requiring ~~FSP had~~additional nodisclosures, ~~impact~~adoption onof ~~the~~this ~~Company's~~new ~~results~~guidance ofdid ~~operations,~~not ~~financial~~have ~~condition~~a ormaterial ~~cash~~impact ~~flows~~on our financial statements.

In ~~December~~January ~~2008~~2010, the FASB issued ~~FSP~~an ~~No.~~amendment ~~FAS~~to ~~132(R)-1~~ASC 505, ~~"Employers'~~Equity, ~~Disclosures~~where ~~about~~entities ~~Postretirement~~that ~~Benefit~~declare ~~Plan~~dividends ~~Assets"~~to ~~("FSP~~shareholders ~~FAS~~that ~~132(R)-1"). FSP~~may ~~FAS~~be ~~132(R)-1~~paid ~~requires~~in ~~additional~~cash ~~fair~~or ~~value~~shares ~~disclosures~~at ~~about~~the ~~employers'~~election ~~pension~~of ~~and~~the ~~postretirement~~shareholders ~~benefit~~are ~~plan~~considered ~~assets~~to ~~consistent with guidance contained in SFAS 157. Specifically, employers will~~ be ~~required~~a toshare ~~disclose~~issuance ~~information~~that ~~about~~is ~~how~~reflected ~~investment~~prospectively ~~allocation~~in ~~decisions are made~~EPS, ~~the fair value of each major category of plan assets~~ and ~~information~~is ~~about~~not ~~the~~accounted ~~inputs~~for ~~and~~as ~~valuation~~a ~~techniques~~stock ~~used to develop the fair value measurements of plan assets~~dividend. This ~~FSP~~standard is effective for ~~fiscal~~interim ~~years~~and annual periods ending on or after December 15, 2009~~. The~~ ~~Company~~and ~~does~~is ~~not~~to ~~expect~~be ~~the~~applied on a retrospective basis. The adoption of ~~FSP~~this ~~FAS~~standard ~~132(R)-1~~is ~~will~~not expected to have a ~~material~~significant impact on ~~its~~the Company's financial ~~condition or results of operation~~statements.

InOn ~~October~~February 24, ~~2008~~2010, the FASB issued ~~FSP~~guidance ~~No.~~in ~~FAS~~the ~~157-3,~~"Subsequent Events"~~Determining~~ topic of the ~~Fair~~FASC ~~Value~~to ofprovide aupdates ~~Financial~~including: ~~Asset~~(1) requiring ~~When~~the company to evaluate subsequent events through the ~~Market~~date ~~for~~in ~~That~~which ~~Asset~~the isfinancial ~~Not~~statements ~~Active,"~~are issued; (~~"FSP~~2) amending ~~FAS~~the ~~157-3~~glossary of the "),Subsequent ~~which~~Events" ~~clarifies~~topic ~~application~~to include the definition of ~~SFAS~~"SEC ~~157~~filer" inand aexclude ~~market~~the ~~that~~definition isof ~~not~~"Public ~~active. FSP~~entity"; ~~FAS~~and ~~157-~~(3) eliminating ~~was~~the ~~effective~~requirement ~~upon~~to ~~issuance,~~disclose ~~including~~the ~~prior~~date ~~periods~~through ~~for~~ which ~~financial~~subsequent ~~statements~~events have ~~not~~ been ~~issued~~evaluated. This guidance was prospectively effective upon issuance. The adoption of ~~FSP~~this ~~FAS~~guidance ~~157-3~~did ~~had~~not no impact on the Company's results of operations, of financial condition ~~or cash flows~~.

InThe SeptemberCompany 2008,has theimplemented FASBall issuednew exposureaccounting draftspronouncements that eliminateare qualifyingin specialeffect purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicingthat ofmay Financial  Assetsimpact and  Extinguishmentsits offinancial Liabilities,"statements and  FASB  Interpretation 46does (revisednot Decemberbelieve 2003),that "Consolidationthere of  Variable  Interestare Entities −any an interpretation of ARB  No. 51," as well as other modifications.  Whilenew theaccounting proposed revised pronouncements that have not been finalizedissued andthat themight proposals are subject to further public comment, the Company anticipates the changes will not have a significantmaterial impact on theits Company's financial statements.  Theposition changesor wouldresults beof effective March 1, 2010, on a prospective basisoperations.

~~<index>~~NOTE F8. SUBSEQUENT ~~- 10 30 <Financial TOC>~~EVENT

~~OCEAN~~The ~~ENERGY~~Company ~~INC~~has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

~~NOTE 9. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)~~26

InItem ~~June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1")~~9. Changes ~~FSP EITF 03-6-1 addresses whether instruments granted~~ in ~~share-based payment transactions are participating securities prior to vesting,~~ and ~~therefore~~Disagreements ~~need~~with toAccountants beon ~~included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial~~ Accounting ~~Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008~~ and ~~earlier~~Financial adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.Disclosure

~~In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No~~None. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time.

InItem ~~May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No~~9A. Controls ~~162,~~and "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time.Procedures

InWe ~~March~~maintain ~~2008,~~disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the ~~Financial~~Securities ~~Accounting~~Exchange ~~Standards~~Act ~~Board~~of 1934, oras ~~FASB~~amended, ~~issued~~is ~~SFAS~~recorded, ~~No. 161~~processed, ~~Disclosures~~summarized ~~about~~and ~~Derivative~~reported ~~Instruments~~within the time periods specified in the Securities and ~~Hedging~~Exchange ~~Activities-an~~Commission's ~~amendment~~rules ofand ~~FASB~~forms, ~~Statement~~and ~~No.~~that ~~133. This~~such ~~standard~~information ~~requires~~is ~~companies~~accumulated and communicated to ~~provide~~our ~~enhanced~~management, ~~disclosures~~including ~~about~~our president (a)who ~~how~~is ~~and~~acting ~~why~~as anour ~~entity~~principal ~~uses~~executive ~~derivative~~officer ~~instruments,~~and ~~(b)~~our ~~how~~principal ~~derivative~~financial ~~instruments~~officer and ~~related~~principle ~~hedged~~accounting ~~items~~officer) ~~are~~to ~~accounted~~allow for ~~under~~timely ~~Statement~~decisions ~~133~~regarding required disclosure. In designing and ~~its~~evaluating ~~related~~our ~~interpretations~~disclosure controls and procedures, our management recognizes that any controls and ~~(c)~~procedures, no matter how ~~derivative~~well ~~instruments~~designed and ~~related~~operated, ~~hedged~~can ~~items~~provide ~~affect~~only anreasonable ~~entity's~~assurance ~~financial~~of ~~position,~~achieving ~~financial~~the ~~performance~~desired control objectives, and ~~cash~~our ~~flows.~~management ~~This~~is ~~Statement~~required isto ~~effective~~apply ~~for~~its ~~financial~~judgment ~~statements~~in ~~issued~~evaluating ~~for~~the ~~fiscal~~cost-benefit ~~years~~relationship ~~and~~of ~~interim~~possible ~~periods~~controls ~~beginning~~and ~~after~~procedures. Because ~~November~~of ~~15,~~its ~~2008~~inherent limitations, ~~with~~internal ~~early~~control ~~application~~over ~~encouraged~~financial reporting may not prevent or detect misstatements. ~~The~~Therefore, ~~Company~~even ~~has~~those ~~not~~systems ~~yet~~determined ~~adopted~~to ~~the~~be ~~provisions~~effective ofcan ~~SFAS~~provide Noonly reasonable assurance with respect to financial statement preparation and presentation. ~~161,~~Projections ~~but~~of ~~does~~any ~~not~~evaluation ~~expect~~of iteffectiveness to ~~have~~future aperiods ~~material~~are ~~impact~~subject onto ~~its~~the ~~consolidated~~risk ~~financial~~that ~~position~~controls may become inadequate because of changes in conditions, ~~results~~or that the degree of ~~operations~~compliance with the policies or ~~cash~~procedures ~~flows~~may deteriorate.

~~<index>~~As Fof -April 1130, 312010, ~~<Financial~~the ~~TOC>~~end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

~~OCEAN~~Management's ~~ENERGY~~Report ~~INC.~~ on Internal Control over Financial Reporting

~~NOTE~~Our 9management is responsible for establishing and maintaining adequate internal control over financial reporting. ~~THE~~ ~~EFFECT~~Responsibility, OFestimates ~~RECENTLY~~and ~~ISSUED~~judgments ~~ACCOUNTING~~by ~~STANDARDS~~management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (~~continued~~"COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our Board of Directors.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.27

InInherent ~~December~~limitations 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on oreffectiveness ~~after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date~~ of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows.controls

InInternal ~~December~~control ~~2007,~~over ~~the~~financial ~~FASB,~~reporting ~~issued~~has ~~FAS~~inherent ~~No.~~limitations ~~141~~which ~~(revised~~include ~~2007),~~but ~~Business~~is ~~Combinations'. This~~not ~~Statement~~limited ~~replaces~~to ~~FASB~~the ~~Statement~~use ~~No.~~of ~~141,~~independent ~~Business~~professionals ~~Combinations,~~for ~~but~~advice ~~retains~~and ~~the~~guidance, ~~fundamental~~interpretation ~~requirements~~of inexisting ~~Statement 141. This~~and/or ~~Statement~~changing ~~establishes~~rules ~~principles~~ and ~~requirements~~principles, ~~for~~segregation ~~how~~of ~~the~~management ~~acquirer:~~duties, ~~(a)~~scale ~~recognizes~~of organization, and ~~measures~~personnel infactors. ~~its~~Internal control over financial ~~statements~~reporting ~~the~~is ~~identifiable~~a ~~assets~~process ~~acquired,~~which ~~the~~involves ~~liabilities~~human ~~assumed,~~diligence and ~~any~~compliance ~~noncontrolling~~and ~~interest~~is insubject ~~the~~to ~~acquiree;~~lapses ~~(b)~~in ~~recognizes~~judgment and ~~measures~~breakdowns ~~the~~resulting ~~goodwill~~from ~~acquired~~human infailures. ~~the~~Internal ~~business~~control ~~combination~~over orfinancial areporting ~~gain~~also ~~from~~can abe ~~bargain~~circumvented ~~purchase;~~by ~~and~~collusion ~~(c)~~or ~~determines~~improper ~~what~~management ~~information~~override. toBecause ~~disclose~~of toits ~~enable~~inherent ~~users~~limitations, ofinternal ~~the~~control over financial ~~statements~~reporting tomay ~~evaluate~~not ~~the~~prevent ~~nature~~or ~~and~~detect ~~financial~~misstatements ~~effects~~on ofa ~~the~~timely ~~business~~basis, ~~combination.~~however ~~This~~these ~~statement~~inherent ~~applies~~limitations ~~prospectively~~are toknown ~~business~~features ~~combinations~~of ~~for which~~ the ~~acquisition~~financial ~~date~~reporting isprocess onand orit ~~after~~is ~~the~~possible ~~beginning~~to ofdesign into the ~~first~~process ~~annual~~safeguards ~~reporting~~to ~~period~~reduce, ~~beginning~~though onnot oreliminate, ~~after~~this ~~December~~risk. 15Therefore, ~~2008.~~even Anthose ~~entity~~systems ~~may~~determined ~~not~~to ~~apply~~be iteffective ~~before~~can ~~that~~provide ~~date.~~only ~~The~~reasonable ~~effective~~assurance ~~date~~with ofrespect ~~this~~to financial statement ispreparation ~~the~~and ~~same~~presentation. asProjections ~~that~~ of ~~the~~any ~~related~~evaluation ~~FASB~~of ~~Statement~~effectiveness ~~No.~~to ~~160,~~future ~~Noncontrolling~~periods ~~Interests~~are insubject ~~Consolidated~~to ~~Financial~~the ~~Statements. The~~risk ~~Company~~that ~~will~~controls ~~adopt~~may ~~this~~become ~~statement~~inadequate ~~beginning~~because ~~March~~of 1,changes ~~2009.~~in Itconditions, isor ~~not believed~~ that ~~this~~the ~~will~~degree ~~have~~of ancompliance ~~impact~~with on the ~~Company's~~policies ~~consolidated financial position, results of operations~~ or ~~cash~~procedures ~~flows~~may deteriorate.

~~<index>~~Changes Fin -Internal 12Control 32over <Financial ~~TOC>~~Reporting

~~OCEAN~~There ~~ENERGY~~have ~~INC~~been no changes in our internal controls over financial reporting that occurred during the three month period ended April 30, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

~~NOTE~~Item 99B. ~~THE~~ Other ~~EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS (continued)~~Information

~~In February 2007, the FASB, issued SFAS No~~None. 159, The Fair Value Option for Financial Assets and Liabilities-Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

~~<index>~~PART ~~F - 13 33 <Financial TOC>~~III

Item 10. Directors, Executive Officers and Corporate Governance

All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:


Name	Position Held with the Company	Age	Date First Elected or Appointed

Valentyna Stupenko	President, Chief Executive Officer, Chief Financial Officer and Director	41	March, 2008
Yury Milkov	Chief Technology Officer	63	November, 2007

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Valentyna Stupenko - President, Chief Executive Officer, Chief Financial Officer and Director

Ms. Valentyna Stupenko joined us in March 2008. From December 2006 through March 2008, Ms. Stupenko served as Deputy Director of Metinvestconsulting, Ltd. From September 2003 through December 2006, Ms. Stupenko occupied a position of lead economist of Privat Intertrading Company. From April 2002 to September 2003, Ms. Stupenko was employed as an engineer by Sea Electrical Generators Ltd., a company developing ocean wave electric convertors and power plants. From 1998 through 2003, Ms. Stupenko served in various capacities at Privat Intertrading Company, a producer of ferroalloys. Ms. Stupenko received M.A. degree from Dniepropetrovsk State University and M.A. degree from Dniepropetrovsk Building Academy.

Yury Milkov - Chief Technology Officer

Milkov is primarily responsible for the development of the ocean wave electric convertors. From 1992 till 2005, Mr. Milkov was employed as Chief Maintenance Engineer of Audi Center in Dniepropetrovsk. Since 2005 to the date of this report, Mr. Milkov has held the position of Chief Maintenance Engineer at Coral Invest Technologies, Ltd.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended April 30, 2010, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

·	our principal executive officer;
·	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2010 and 2009; and
·	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2010 and 2009,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Valentyna Stupenko President, Chief Executive Officer, Chief Financial Officer	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Yury Milkov Chief Technology Officer	2010 2009	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Stock Options/SAR Grants

During the period from inception (November 28, 2007) to April 30, 2010, we did not grant any stock options to our executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options exercised during our fiscal year ended April 30, 2010 or April 30, 2009 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended April 30, 2010.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director's fees or other cash compensation for services rendered as a director since our inception to April 30, 2010.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

We have not entered into any employment agreement or consulting agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 19, 2010, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner⁽¹⁾	Percentage of Class
Valentyna Stupenko 35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine	7,500,000	61.5%
Yury Milkov 35, Dzherzhinskogo street, korp.6, apt.59, Dniepropetrovsk, 49027, Ukraine	1,500,000	12.3%
All Officers and Directors As a Group	9,000,000	73.8%

⁽¹⁾ Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 19, 2010. As of August 19, 2010, there were 12,200,000 shares of our company's common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

Director Independence

We currently act with one director, consisting of Valentyna Stupenko. We have determined that our director is not "independent directors" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2010 and for fiscal year ended April 30, 2009 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended April 30
	2010 ($)	2009 ($)
Audit Fees	7,300	5,000
Audit Related Fees	*	Nil
Tax Fees	*	Nil
All Other Fees	*	Nil
Total	7,300	5,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules
Exhibits required by Item 601 of Regulation S-K

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007)
3.2	By-laws (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007)
(31)	Section 302 Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002
(32)	Section 906 Certification
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Hassan Hans Badreddine

*Filed herewith.

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 ENERGY, INC.

	/S/ Valentyna Stupenko

	Valentyna Stupenko
	President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

	Date: August 26, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/S/ Valentyna Stupenko	President, Chief Executive Officer, Chief Financial Officer and Director	August 26, 2010

Valentyna Stupenko

Nevada		26-2210011
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		Page Numbers
PART I		3
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	6
ITEM 1B.	Unresolved Staff Comments	8
ITEM 2.	Properties	8
ITEM 3.	Legal Proceedings	8
ITEM 4.	Submission Of Matters To a Vote Of Securities Holders	9
PART II		9
ITEM 5.	Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	9
ITEM 6.	Selected Financial Data	9
ITEM 7.	Management's Discussion And Analysis Of Financial Condition And Results Of Operation	9
ITEM 7A	Quantitative And Qualitative Disclosures About Market Risk	11
ITEM 8.	Financial Statements And Supplementary Data	11
ITEM 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	12
ITEM 9A.	Controls And Procedures (ITEM 9A(T))	12
ITEM 9B.	Other Information	13
PART III		14
ITEM 10.	Directors, Executive Officers And Corporate Governance	14
ITEM 11.	Executive Compensation	15
ITEM 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	16
ITEM 13.	Certain Relationships And Related Transactions, And Director Independence	16
ITEM 14.	Principal Accounting Fees And Services	17
PART IV		18
ITEM 15.	Exhibits, Financial Statements Schedules	18
SIGNATURES		19
CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002		20
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002		22

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
VALENTYNA STUPENKO, President and Chief Executive Officer and director	2008 2009	- -	- -	- -	- -	- -	- -	- -	- -
YURY MILKOV, Chief Technology Officer	2008 2009	- -	- -	- -	- -	- -	- -	- -	- -

Title Of Class	Name, Title and Address of Beneficial Owner of Shares	Amount of Beneficial Ownership	Percent of Class
			Before Offering	After Offering
Common Stock (1)	Valentyna Stupenko President, Chief Executive Officer and Director	7,500,000	61.5 %	61.5 %
	Yury Milkov Chief Technology Officer	1,500,000	12.3 %	12.3 %

	2009	2008
Audit Fees (1)	$5,000	$6,500
Audit-Related Fees (2)	0	0
Tax Fees (3)	0	0
All Other Fees (4)	0	0
Total	$5,000	$6,500

3.1	Articles of Incorporation (1)
3.2	By-laws (1)
31.1	Rule 1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
31.2	Rule 13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and Chief Financial Officer (2)
32.1	Section 1350 Certification of the Chief Executive Officer (2)
32.2	Section 1350 Certification of the Chief Financial Officer (2)

Signatures	Title	Date
By: /s/ Valentyna Stupenko ________________________ Valentyna Stupenko	President, Chief Executive Officer, Chief Financial Officer, Director	July 14, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS	F-2
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	F-4
STATEMENTS OF CASH FLOWS	F-5
NOTES TO FINANCIAL STATEMENTS	F-6

		April 30,		April 30,
		2009		2008
ASSETS
Current Assets
	Cash	$	199	$	19 500
Total Assets		$	199	$	19 500
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable and accrued expenses	$	1 500	$	-
	Loan from related party	$	3 640	$	-
	Total Liabilities	$	5 140	$	-
Stockholders' Equity (Deficit)
	Common Stock, 75,000,000 shares authorized at $0.001 par value 12,200,000 shares issued and outstanding	$	12 200	$	12 200
	Additional Paid in Capital		30 800		28 800
Deficit Accumulated During Development Stage			(47 941)		(21 500)
Total Stockholders' Equity (Deficit)			(4 941)		19 500
Total liabilities and stockholders' equity		$	199		19 500

		For the year ended April 30, 2009		From Inception November 28, 2007 through April 30, 2008		From Inception November 28, 2007 through April 30, 2009
Revenue:
	Revenue	$	-	$	-	$	-
	Total Revenue		-		-		-
Expenses:
	General and Administrative		18 318		9 000		27 318
	Consulting, Legal and Accounting		8 123		12 500		20 623
	Total expenses		26 441		21 500		47 941
	Loss before income taxes		26 441		21 500		47 941
Provision for income taxes			-		-		-
	Net loss	$	(26 441)	$	(21 500)	$	(47 941)
	Basic and Diluted Earnings (Loss) per Common Share	$	(0.00)	$	(0.00)
Weighted Average Number of Common Shares			12 200 000		11 080 000

	Common Stock			Additional Paid in Capital		Deficit Accumulated during the development stage		Total Equity
	Shares		Amount
Balance at Inception, November 28, 2007	0	$	0	$	0	$	0	$	0
Common Shares issued to Founders at $0.001 per Share on January 15, 2008 for services rendered	9 000 000		9 000		0		-		9 000
Common Stock issued for cash at $0.01 per share (par value) on January 15, 2008 for services rendered	3 200 000		3 200		28 800				32 000
Net (loss) for the period from inception on November 28, 2007 through April 30, 2008							(21 500)		(21 500)
Balance, April 30, 2008	12 200 000		12 200		28 800		(21 500)		19 500
Contributed Capital					2 000				2 000
Net (loss) for the year ended April 30, 2009							(26 441)		(24 441)
Balance, April 30, 2009	12 200 000		12 200		30 800		(47 941)		(4 941)

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