U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

(Mark One)

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2010.

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

Commission File No. 000-53382

OCEAN ENERGY, INC.

(Name of small business issuer as specified in its charter)

Nevada				26-2210011

(State of incorporation)				(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)

		(703) 888-69-22

		(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:
		None


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

(Title of class)



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 [X] 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 [X]

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			[X]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class			Outstanding at September 5, 2010

Common stock, $0.001 par value			12,200,000

~~For~~OCEAN ~~the~~ENERGY, ~~quarterly~~INC. INDEX ~~period~~TO ~~ended~~FORM ~~January~~10-Q FILING FOR THE THREE MONTHS ENDED JULY 31, 2010.

~~[ ] Transition~~Table ~~Report Pursuant to Section 13 or 15(d)~~ of ~~the Securities Exchange Act~~Contents

For the transition period from N/A to N/A

PART I	FINANCIAL INFORMATION		2
	ITEM 1.	FINANCIAL STATEMENTS	2
		BALANCE SHEETS	3
		STATEMENTS OF OPERATIONS (UNAUDITED)	4
		STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)	5
		STATEMENTS OF CASH FLOWS (UNAUDITED)	6
		NOTES TO FINANCIAL STATEMENTS (Unaudited)	7
	ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
	ITEM 4.	CONTROLS AND PROCEDURES	19

PART II	OTHER INFORMATION		20
	ITEM 1.	LEGAL PROCEEDINGS	20
	ITEM 1A.	RISK FACTORS	20
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES	23
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
	ITEM 4.	REMOVED AND RESERVED	23
	ITEM 5.	OTHER INFORMATION	23
	ITEM 6.	EXHIBITS	23

SIGNATURES			24

~~Commission File No. 333-151747~~1

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~~OCEAN~~PART ~~ENERGY,~~I   FINANCIAL ~~INC.~~INFORMATION

Nevada 26-2210011
(State of Incorporation) (IRS Employer Identification No.)
1984 Isaac Newton Square West, Suite 202, Reston, VA 20190 (Address of principal executive offices)
(703) 888-6922
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share (Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required 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 Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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  [  ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [  ]    Accelerated filer [  ]    Non-Accelerated filer [  ]    Small Business Issuer [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [X]      No  [  ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at March 15, 2010
Common stock, $0.001 par value 12,200,000
OCEAN ENERGY, INC. INDEX TO FORM 10-Q FILING FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2010
TABLE OF CONTENTS
Page Numbers
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Item 2. Management Discussion & Analysis of Financial Condition and Results of Operations 13
Item 3 Quantitative and Qualitative Disclosures About Market Risk 20
Item 4. Controls and Procedures 20
PART II - OTHER INFORMATION 22
Item 1. Legal Proceedings 22
Item 1A Risk Factors 22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 5 Other information 25
Item 6. Exhibits 25
CERTIFICATIONS
Exhibit 31 - Management certification 26-27
Exhibit 32 - Sarbanes-Oxley Act 28-29
2
PART I - FINANCIAL INFORMATION
ITEM 1.            FINANCIAL STATEMENTS

~~OCEAN ENERGY, INC.~~ General

	January 31, 2010		April 30, 2009
	(unaudited)		(audited)
ASSETS
Current Assets
Cash	$	199	$	199
Total Assets	$	199	$	199
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	2 750	$	1 500
Loan from related party	$	24 171	$	10 041
Total Current Liabilities	$	26 921	$	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 January 31, 2010 and April 30, 2009	$	12 200	$	12 200
Additional Paid in Capital		28 800		28 800
Deficit Accumulated During Development Stage		(67 722)		(52 342)
Total Stockholders' Equity (Deficit)		(26 722)		(11 342)
Total liabilities and stockholders' equity	$	199	$	199

The accompanying reviewed interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company's annual report on Form 10-K for the year ended April 30, 2010. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended July 31, 2010 are not necessarily indicative of the results that can be expected for the year ending.

~~The accompanying notes are an integral part of these financial statements~~2

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Ocean Energy, Inc. (A Development Stage Company) BALANCE SHEETS


		July 30, 2010 (unaudited)		April 30, 2010 (audited)



ASSETS
Current Assets
	Cash	$	17	$	25,017

Total Assets			17	$	25,017




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
	Accounts payable and accrued expenses	$	5,840	$	5,840
	Loan from related party		24,201		49,151

	Total Current Liabilities		30,041		54,991

Stockholders' Equity (Deficit)
	Common Stock, 75,000,000 shares authorized at $0.001 par value 12,200,000 shares issued and outstanding as of July 31, 2010 and April 30, 2010		12,200		12,200
	Additional Paid in Capital		28,800		28,800
	Deficit Accumulated During Development Stage		(71,024)		(70,974)

Total Stockholders' Equity (Deficit)			(30,024)		(29,974)

Total liabilities and stockholders' equity (deficit)		$	17	$	25,017




The accompanying notes are an integral part of these financial statements

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OCEAN ENERGY, INC.

Ocean Energy, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED)


		For the three months ended				From Inception November 28, 2007 through July 31, 2010

		July 31, 2010		July 31, 2009

Revenue:
	Revenue	$	-	$	-	$	-


	Total Revenue		-		-		-


Expenses:
	General and Administrative		50		350		17,224
	Consulting, Legal and Accounting		-		5,000		53,800


	Total expenses		50		5,350		71,024


	Loss before income taxes		(50)		(5,350)		(71,024)

Provision for income taxes			-		-		-


	Net loss	$	(50)	$	(5,350)	$	(71,024)




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

		For the Three months ended				For the Nine months ended				From Inception November 28, 2007 through January 31, 2010
		January 31, 2010		January 31, 2009		January 31, 2010		January 31, 2009
Revenue:
	Revenue	$	-	$	-	$	-	$	-	$	-
	Total Revenue		-		-		-		-		-
Expenses:
	General and Administrative		250		461		1 380		14 461		16 722
	Consulting, Legal and Accounting		2 500		3 000		14 000		6 104		51 000
	Total expenses		2 750		3 461		15 380		20 565		67 722
Loss before income taxes			(2 750)		(3 461)		(15 380)		(20 565)		(67 722)
Provision for income taxes			-		-		-		-		-
Net loss		$	(2 750)	$	(3 461)	$	(15 380)	$	(20 565)	$	(67 722)
Basic and Diluted Earnings (Loss) per Common Share		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted Average Number of Common Shares			12 200 000		12 200 000		12 200 000		12 200 000

The accompanying notes are an integral part of these financial statements

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OCEAN ENERGY, INC.

Ocean Energy, Inc. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (From November 28, 2007 (Inception) through July 31, 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)




Net (loss) for the three months ended July 31, 2010							(50)		(50)


Balance, July 31, 2010 (Unaudited)	12,200,000	$	12,200	$	28,800	$	(71,024)	$	(30,024)




The accompanying notes are an integral part of these financial statements

		For the Nine Months ended				From Inception November 28, 2007 through January 31,
		January 31,		January 31,
		2010		2009		2010
Operating Activities:
	Net income (loss)	$	(15 380)	$	(20 565)	$	(67 722)
	Stock issued for services		-		-		9 000
	Increase (decrease) in accounts payable		1 250		3 000		2 750
Net cash provided by (used in) operating activities			(14 130)		(17 565)		(55 972)
Investing Activities:
	(Purchases)/disposal of equipment		-		-		-
Cash (used) in investing activities			-		-		-
Financing Activities:
	Loan from to related party		14 130		2,100		24 171
	Proceeds from the sale of Stock		-		-		32 000
Net cash provided by (used in) financing activities			14 130		2 100		56 171
Net increase (decrease) in cash and cash equivalents			-		(15 465)		199
Cash at beginning of the period			199		15 538		-
Cash at end of the period		$	199	$	73	$	199
Supplemental Information:
Interest		$	-	$	-	$	-
Taxes		$	-	$	-	$	-
Non-cash transactions:
	Stock Issued for Services	$	-	$	-	$	9 000

The accompanying notes are an integral part of these financial statements

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Ocean Energy, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (UNAUDITED)


		For the three months Ended				From Inception November 28, 2007 through July 31, 2010

		July 31, 2010		July 31, 2009

Operating Activities:
	Net income (loss)	$	(50)	$	(5,350)	$	(71,024)
	Stock issued for services						9,000
	Increase (decrease) in accounts payable		-		-		5,840

	Net cash provided by (used in) operating activities		(50)		(5,350)		(56,184)


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

	Cash (used) in investing activities		-		-		-


Financing Activities:
	Loan from to related party		(24,950)		5,350		24,201
	Proceeds from the sale of Stock		-		-		32,000

	Net cash provided by (used in) financing activities		(24,950)		5,350		56,201


Net increase (decrease) in cash and cash equivalents			(25,000)		-		17

Cash at beginning of the period ended			25,017		199		-


Cash at end of the period ended		$	17	$	199	$	17




Supplemental Information:
Interest		$	-	$	-	$	-



Taxes		$	-	$	-	$	-




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




The accompanying notes are an integral part of these financial statements

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OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
JULY 31, 2010

NOTE 1. ~~SUMMARY~~GENERAL OFORGANIZATION ~~SIGNIFICANT~~AND ~~ACCOUNTING POLICIES~~BUSINESS

~~Nature~~Ocean Energy, Inc. was incorporated in Nevada on November 28, 2007 with the purpose of ~~Business~~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.

~~Ocean~~NOTE ~~Energy, Inc~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The relevant accounting policies and procedures are listed below.

Interim Financial Statements

The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months period ended July 31, 2010 and 2009 are not necessarily indicative of the results that may be expected for the year ending April 30, 2011. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report for the fiscal year ended April 30, 2010.

Accounting Basis

The financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United 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 January 31, 2010, the Company cash balance in bank is $199.
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.

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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 ~~January~~July 31, 2010, ~~there~~the ~~were~~Company no cash ~~equivalents~~balance is $17.

6
OCEAN ENERGY, INC.
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

We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with 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 its 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. The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been 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 asto ~~defined~~the inprovisions ~~Financial~~of Topic 26, "Accounting ~~Standards~~for ~~Board~~Development (Stage Enterprises,"~~FASB")~~ ~~Accounting~~as ~~Standards~~it ~~Codification~~devotes ~~("ASC")~~substantially ~~915. The~~all of its 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.~~8

7<toc>

OCEAN ENERGY, INC.
NOTE 2. BASIS OF PRESENTATION
Interim Financial Statements
The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months period ended January 31, 2010 are not necessarily indicative of the results that may be expected for the year ending April 30, 2010. For further information, refer to the financial statements and footnotes thereto included in our Form 10-K Report, as amended, for the fiscal year ended April 30, 2009.
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 ~~January~~July 31, 2010 of $6771,~~722~~024.

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.

8
OCEAN ENERGY, INC.
NOTE 4. PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss 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 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. STOCKHOLDERS EQUITY

The Company is authorized to issue 75,000,000 common shares with a $0.001 par value. As of ~~January~~July 31, 2010, 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.

NOTE 6. RELATED PARTY TRANSACTIONS

AsOn ofJuly ~~April 30~~31, ~~2009~~2010 the Company ~~concluded~~loaned afrom ~~Personal Loan Agreements with the CEO,~~ Valentyna Stupenko., ~~The~~CEO ~~loan~~and isa inFounder, with the amount of $1024,~~041~~201 ~~and is~~ for administrative purposes. The amount due to the related party is unsecured and non interest-bearing and remains outstanding.

On July 7, 2009, the Company concluded a Personal Loan Agreement with CEO Valentyna Stupenko. The loan is in the amount of $5,350 over a one-year period, and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing and remains outstanding.

As of January 31, 2010, the balance of due to this shareholder is $24,171.

~~OCEAN ENERGY, INC.~~ <toc>

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

~~FASB~~Recent ~~ASC~~accounting ~~815-10,~~pronouncements ~~Derivatives~~that and Hedging (Prior authoritative literature: FASB SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, issued March 2008 ("SFAS 161"), an amendment of FASB Statement No. 133). FASB ASC 815-10 (SFAS 161) requires enhanced disclosures related to derivative and hedging activities and thereby seeks to improve the ~~transparency~~Company ofhas ~~financial~~adopted ~~reporting.~~or ~~Under~~that ~~FASB~~will ~~ASC~~be ~~815-10 (SFAS 161), entities are~~ required to ~~provide~~adopt ~~enhanced~~in ~~disclosure~~the ~~related~~future ~~to (i) how and why an entity uses derivative instruments (ii) how derivative instruments and related hedge items~~ are ~~accounted~~summarized ~~for under SFAS No~~below. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS. 133"), and its related interpretations; and (iii) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. FASB ASC 815-10 (SFAS 161)must be applied prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133 for all financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. The adoption of FASB ASC 815-10 (SFAS 161) had no impact on the Company's financial statements.

~~FASB~~In ~~ASC~~October ~~105-10~~2009, ~~Generally~~the ~~Accepted~~FASB issued Accounting ~~Principles~~Standards ~~(Prior~~Update ~~authoritative literature: FASB SFAS~~ No. ~~165,~~2009-13 ~~Subsequent Events~~ ("~~SFAS~~ASU ~~165~~2009-13"), ~~issued~~"Revenue ~~May~~Recognition ~~28,~~(ASC ~~2009~~605), ~~which~~Multiple-Deliverable ~~establishes~~Revenue ~~general~~Arrangements ~~standards~~a consensus of ~~accounting~~the ~~for,~~FASB ~~and~~Emerging ~~disclosure~~Issues ~~of,~~Task ~~events~~Force ~~that~~("EITF"). ~~occur~~This ~~after~~ASU ~~the~~provides ~~balance~~amendments ~~sheet~~to ~~date~~the ~~but~~criteria ~~before~~in ~~financial~~FASB ~~statements~~ASC ~~are~~605-25 ~~issued~~for orseparating ~~are~~consideration ~~available~~in tomultiple-deliverable ~~be issued~~arrangements. ~~FASB~~ ~~ASC~~ASU ~~105~~2009-1013 ~~(SFAS~~changes ~~165)~~existing isrules ~~effective~~regarding ~~for~~recognition ~~interim~~of orrevenue ~~annual~~in ~~financial~~multiple ~~periods~~deliverable ~~ending~~arrangements ~~after~~and ~~June~~expands ~~15,~~ongoing ~~2009. The~~disclosures ~~adoption~~about ofthe ~~FASB~~significant ~~ASC~~judgments ~~105-10~~used ~~(SFAS~~in ~~165)~~applying ~~did~~its ~~not~~guidance. ~~have~~It awill ~~material~~be ~~effect~~effective onfor revenue arrangements entered into or materially modified in the ~~company's~~fiscal ~~financial~~year ~~position~~beginning on or ~~results~~after ofJune ~~operations~~15, 2010. ~~The~~ ~~Company~~Early ~~evaluates~~adoption ~~subsequent~~is ~~events~~permitted ~~through~~on ~~the~~a ~~date~~prospective ~~the~~or ~~accompanying~~retrospective ~~financial~~basis. ~~statements~~The ~~were~~adoption ~~issued,~~of ~~which~~FASB ~~was~~ASU ~~March~~2009-13 9,did ~~2010~~not have a material impact on our financial statements.

In June 2009, the FASB issued FASB ASC ~~105~~820-10~~-65~~, ~~The~~"Determining ~~FASB~~Fair ~~Accounting~~Value ~~Standards~~When ~~Codification~~the Volume and ~~the~~Level ~~Hierarchy~~ of ~~Generally~~Activity ~~Accepted~~for ~~Accounting~~the ~~Principles~~Asset ~~(Prior~~or ~~authoritative~~Liability ~~literature:~~Have ~~FASB~~Significantly ~~SFAS~~Decreased ~~No.~~and ~~168,~~Identifying ~~The~~Transactions ~~FASB~~That ~~Accounting~~Are ~~Standards~~Not ~~Codification~~Orderly." ~~and~~This ~~the~~ASC ~~Hierarchy~~provides ofadditional ~~Generally~~guidance ~~Accepted~~for ~~Accounting~~estimating ~~Principles~~fair ~~("SFAS~~value ~~168"),~~in ~~issued~~accordance ~~June~~with ~~2009)~~FASB ASC 820-10, ~~establishes~~when the ~~FASB~~volume ~~Accounting~~and ~~Standards~~level ~~Codification~~of ~~(the~~activity ~~"Codification")~~for as the ~~single~~asset ~~source~~or ofliability ~~authoritative~~have ~~nongovernmental~~significantly Udecreased.S. ~~GAAP~~This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. ~~The~~This ~~Codification~~ASC is effective for interim and annual reporting periods ~~ending~~that ended after ~~September~~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 ~~105~~820-10~~-65~~ ~~(SFAS 168)~~ did not have a material impact on ~~the~~our ~~Company's~~ financial statements.

On July 1, 2009, the 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.

In January 2010, the 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 transfers of 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.

In May 2009, the FASB issued guidance now codified as ASC Topic 855, "Subsequent Events" ("ASC 855"). The pronouncement modifies the definition of what qualifies as a subsequent event-those events or transactions that occur following the balance sheet date, but before the financial statements are issued, or are available to be issued-and requires companies to disclose the date through which it has evaluated subsequent events and the basis for determining that date. The Company adopted the provisions of ASC 855 in the second quarter of 2009, in accordance with the effective date. <toc>

In ~~August~~January ~~2009~~2010, the FASB issued ~~updates~~an amendment to ~~fair~~ASC ~~value~~505, ~~accounting~~Equity, ~~for~~where ~~liabilities.~~entities ~~These~~that ~~changes~~declare ~~clarify~~dividends ~~existing~~to ~~guidance~~shareholders that inmay ~~circumstances~~be inpaid ~~which a quoted price~~ in ancash ~~active~~or ~~market~~shares ~~for~~at the ~~identical~~election ~~liability~~of isthe ~~not~~shareholders ~~available,~~are anconsidered ~~entity is required~~ to ~~measure~~be ~~fair value using either~~ a ~~valuation~~share ~~technique~~issuance that ~~uses~~is areflected ~~quoted~~prospectively ~~price~~in ~~of either a similar liability or a quoted price of an identical or similar liability when traded as an asset~~EPS, orand ~~another valuation technique that~~ is ~~consistent~~not ~~with~~accounted ~~the~~for ~~principles of fair value measurements, such~~ as ana ~~income~~stock ~~approach (e~~dividend.~~g.,~~ ~~present value technique).~~ This ~~guidance~~standard ~~also~~is ~~states~~effective ~~that both a quoted price in an active market~~ for ~~the~~interim ~~identical liability~~ and aannual ~~quoted~~periods ~~price~~ending ~~for~~on ~~the~~or ~~identical~~after ~~liability~~December 15, ~~when~~2009 ~~traded~~and asis ~~an asset in an active market when no adjustments~~ to ~~the~~be ~~quoted~~applied ~~price~~on ofa ~~the~~retrospective ~~asset are required are Level 1 fair value measurements~~basis. The adoption of ~~these~~this ~~changes~~standard ~~did~~is not expected to have a ~~material~~significant impact on the Company's financial statements.

InOn ~~October~~February 24, ~~2009~~2010, the FASB issued ~~updates to revenue recognition~~ guidance. ~~These~~in ~~changes~~the ~~provide~~"Subsequent ~~application~~Events" ~~guidance~~topic onof ~~whether multiple deliverables exist, how~~ the ~~deliverables~~FASC ~~should~~to beprovide ~~separated,~~updates ~~and~~including: ~~how~~(1) requiring the ~~consideration~~company ~~should be allocated~~ to ~~one~~evaluate orsubsequent ~~more~~events ~~units~~through ofthe ~~accounting.~~date ~~This~~in ~~update~~which ~~establishes~~the afinancial ~~selling~~statements ~~price~~are ~~hierarchy~~issued; ~~for~~(2) amending ~~determining~~ the ~~selling~~glossary ~~price~~ of athe ~~deliverable.~~"Subsequent ~~The~~Events" ~~selling~~topic ~~price~~to ~~used~~include ~~for~~the ~~each~~definition ~~deliverable~~of ~~will~~"SEC befiler" ~~based~~and onexclude ~~vendor-specific~~the ~~objective~~definition ~~evidence,~~of if"Public ~~available,~~entity"; ~~third-party~~and ~~evidence~~(3) eliminating ifthe ~~vendor-specific~~requirement ~~objective~~to ~~evidence~~disclose isthe ~~not~~date ~~available,~~through orwhich ~~estimated~~subsequent ~~selling~~events ~~price~~have ifbeen ~~neither vendor-specific or third-party evidence is available~~evaluated. ~~The~~This ~~Company will be required to apply this~~ guidance was prospectively ~~for~~effective ~~revenue~~upon ~~arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted~~issuance. The ~~Company~~adoption ~~does not expect the provisions~~ of ~~these~~this ~~changes~~guidance todid ~~have~~not aimpact ~~material effect on~~ the ~~financial~~Company's ~~position,~~ results of operations ~~or cash flows~~ of ~~the~~financial ~~Company~~condition.

InThe ~~October~~Company ~~2009,~~has ~~the~~implemented ~~FASB~~all ~~issued~~new ~~Accounting~~accounting ~~Standards~~pronouncements ~~Update~~that ~~2009-15,~~are ~~Accounting~~in ~~for~~effect ~~Own-Share~~and ~~Lending~~that ~~Arrangements~~may inimpact ~~Contemplation~~its offinancial ~~Convertible~~statements ~~Debt~~and ~~Issuance~~does ornot ~~Other~~believe ~~Financing.~~that ~~This~~there ~~Accounting~~are ~~Standards~~any ~~Update~~other ~~amends~~new ~~the~~accounting ~~FASB~~pronouncements ~~Accounting~~that ~~Standard~~have ~~Codification~~been ~~for~~issued ~~EITF~~that ~~09-1~~might have a material impact on its financial position or results of operations.

InNOTE ~~October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985):~~8. ~~Certain~~SUBSEQUENT Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.EVENT

On August 19, 2010 the Company's board of directors approved:

-- a change of name through merger with a wholly owned subsidiary to Sino Cement, Inc.; and

-- a forward split of the Company's common stock on a 1.3089005 new share for each 1 old share. After stock-split, the authorized shares change from 75,000,000 shares of common stock with a par value of $0.001 to 98,167,538 shares of common stock with a par value of $0.001 and the issued and outstanding common stock shall increase from 12,200,000 shares of common stock with a par value of $0.001 to 15,968,617 shares of common stock with a par value of $0.001.

These changes are set to take effect on September 15, 2010.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.<toc>

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued amended standards that require additional fair value disclosures. These amended standards require disclosures about inputs and valuation techniques used to measure fair value as well as disclosures about significant transfers, beginning in the first quarter of 2010. Additionally, these amended standards require presentation of disaggregated activity within the reconciliation for fair value measurements using significant unobservable inputs (Level 3), beginning in the first quarter of 2011. The Company does not expect these new standards to significantly impact on its financial statements.

In this Quarterly Report on Form 10-Q, "Company," "our company," "us," and "our" refer to Ocean Energy, Inc. unless the context requires otherwise.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's 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 uncertainties. Certain statements included in this Form 10-Q, 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, The Company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. 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.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K, as amended, for the year ended April 30, ~~2009~~2010, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

HISTORY

Ocean Energy, Inc. was incorporated in Nevada on November 28, 2007 with the purpose of profitably producing and distributing Ocean Power Converters ("OPC") supplying seashore consumers. This patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the Chief Executive Officer of our 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

<toc>

The next full scale prototype, a 2 kW OPC, was manufactured and tested in the Black Sea at the Experimental division of the Sevastopol Marine Hydrophysical Institute. An official letter from the Institute confirms that OPC is an effective and reliable device for power production derived from sea waves.

13Further development of the construction of Ocean Power Converters has led to the creation of 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 an expected lifetime of no less than 15 years. The estimated resource of the world's ocean wave energy potential, in management's opinion, is about 100TW.

Further development of the construction of Ocean Power Converters has led to the creation of 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 an expected lifetime of no less than 15 years. The estimated resource of the world's ocean wave energy potential, in managements opinion, is about 100TW.
INDUSTRY BACKGROUND

Management believes that 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".

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.

1413

<toc>

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., we believe that 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. To our knowledge, 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., management contends that 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)

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).

PRODUCT BACKGROUND

Managements' research shows that 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.

<toc>

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.

We believe that 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.

<toc>

BUSINESS MODEL

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.

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.

16
PLAN OF OPERATION

We plan 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

	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

~~Required Investment: $900,000 USD.~~16

~~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~~<toc>

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

	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 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.

RECENT DEVELOPMENTS

As 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 in 2005.

More recently, a full scale prototype of the Ocean Power Converter (OPC) with installed power up to 2 kW was manufactured and tested at the Experimental division of the Sevastopol Marine Hydrophysical Institute, Black Sea, Crimea Peninsula.

Further development of 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.

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RESULTS OF OPERATIONS

Revenue for the quarter ended ~~January~~July 31, 2010 was $0. We are in a development stage. We were organized in November 28, 2007 and have not generated revenues to date.

For the quarter ended ~~January~~July 31, 2010, we recorded a net loss of $~~2,750~~50. We incurred operating expense of $~~2,750~~50 and these expenses consisted of General and Administrative expenses of $~~250 and Professional expenses of $2,500~~50.

For the ~~nine~~period ~~month~~from ~~ended~~November ~~January~~28, 2007 to July 31, 2010, we recorded a net loss of $1571,~~380~~024. We incurred operating expense of $1571,~~380~~024 and these expenses consisted of General and Administrative expenses of $117,~~380~~224 and Professional expenses of $1453,~~000~~800.

For the period from November 28, 2007 to January 31, 2010, we recorded a net loss of $67,722. We incurred operating expense of $67,722 and these expenses consisted of General and Administrative expenses of $16,722 and Professional expenses $of 51,000.
LIQUIDITY AND CAPITAL RESOURCES

We believe the proceeds from private placements and the reserves will generate sufficient cash in assisting with the operating needs of the Company. Our management is continuing to inquire into new investments to provide for further research and development capital and assisting further acquisitions over the next twelve months. We cannot continually incur operating losses in the future and may decide that we can no longer continue with our business operations as detailed in our original business plan because of a lack of financial results and a lack of available financial resources.

Historically, we have funded our operations through financing activities consisting primarily of private placements of debt and equity securities with existing shareholders and outside investors. Our principal use of funds has been for the further development of our OPC/WEPP Project, for capital expenditures and general corporate expenses.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis.

OFF-BALANCE SHEET ARRANGEMENTS

We 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, 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 of credit to the Company.

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ACCOUNTING POLICIES SUBJECT TO ESTIMATION AND JUDGMENT

Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When preparing our financial statements, we make estimates and judgments that affect the reported amounts on our balance sheets and income statements, and our related disclosure about contingent assets and liabilities. We continually evaluate our estimates, including those related to revenue, allowance for doubtful accounts, reserves for income taxes, and litigation. We base our estimates on historical experience and on various other assumptions, which we believe to be reasonable in order to form the basis for making judgments about the carrying values of assets and liabilities that are not readily ascertained from other sources. Actual results may deviate from these estimates if alternative assumptions or condition are used.

ADDITIONAL INFORMATION

We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Commission's Public Reference Room at Judiciary Plaza, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission's Internet site at http://www.sec.gov/.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of January 31, 2010. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2010, our internal control over financial reporting was effective.19

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Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's internal control over financial reporting as of July 31, 2010. In making this assessment, our Chief Executive Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2010, our internal control over financial reporting was effective.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended ~~January~~July 31, 2010, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company except with threatened litigation in regard to unpaid debt obligations, and one employee claiming unlawful termination. No actions regarding the unpaid debt have been initiated as of this date. The Company also believes that the wrongful termination suit has no merit. There are no material proceedings to which any director, officer or affiliate of the Company or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 1A. RISK FACTORS

WeYou ~~have~~should ~~updated~~carefully orconsider ~~confirmed some of~~ the following risk factors ~~previously~~together ~~disclosed~~with the other information contained in ~~our~~this ~~Annual~~Interim Report on Form 10-~~K/A~~Q, ~~for~~and in prior reports pursuant to the ~~year~~Securities ~~ended~~Exchange ~~April~~Act ~~30,~~of ~~2009~~1934, ~~which~~as ~~was~~amended ~~filed~~and ~~with~~ the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, onas ~~September~~amended. If 21any of the risks factors actually occur, ~~2009~~our (business, financial condition or results of operations could be materially adversely affected. In such cases, the ~~"Fiscal~~trading ~~2009-K")~~price of our common stock could decline. We believe there are no changes that constitute material changes from the risk factors previously disclosed in the ~~Fiscal~~prior ~~2008~~reports ~~10-K/A~~pursuant ~~but~~to ~~updated~~the orSecurities ~~confirmed~~Exchange ~~some~~Act of 1934, as amended and the ~~risk~~Securities ~~factors~~Act ~~previously~~of ~~disclosed~~1933 ~~below.~~and include or reiterate the following risk factors:

WEWe ~~ARE~~Are A "~~SHELL~~Shell" ~~COMPANY~~Company ~~AND~~And ~~OUR~~Our ~~SHARES~~Shares ~~ARE~~Are ~~SUBJECT~~Subject TOTo ~~RESTRICTIONS~~Restrictions ONOn ~~RESALE~~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.

~~WE INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY, WHICH COULD AFFECT OUR PROFITABILITY AND OPERATING RESULTS.~~20

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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.

22Nevada Law And 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.

NEVADA LAW AND 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.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. 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, poor judgment or other circumstances. The indemnification provisions may 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.

~~FAILURE~~Failure TOTo ~~ACHIEVE~~Achieve ~~AND~~And ~~MAINTAIN~~Maintain ~~EFFECTIVE~~Effective ~~INTERNAL~~Internal ~~CONTROLS~~Controls INIn ~~ACCORDANCE~~Accordance ~~WITH~~With ~~SECTION~~Section 404 OFOf ~~THE~~The ~~SARBANES~~Sarbanes-~~OXLEY~~Oxley ~~ACT~~Act ~~COULD~~Could ~~HAVE~~Have A ~~MATERIAL~~Material ~~ADVERSE~~Adverse ~~EFFECT~~Effect ONOn ~~OUR~~Our ~~BUSINESS~~Business ~~AND~~And ~~OPERATING~~Operating ~~RESULTS~~Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

In connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

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In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the 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 that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any 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 periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

~~SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE~~Trends, ORRisks ~~SHOULD~~and ~~THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.~~Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

Special Note Regarding Forward-Looking Statements

This filing contains forward-looking statements about our business, financial condition and prospects that reflect our management's assumptions and good faith beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this 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 expressions.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

There were no other changes in securities and small business issuer purchase of equity securities during the period ended ~~January~~July 31, 2010.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~January~~July 31, 2010.

ITEM 4. REMOVED ~~SUBMISSION~~AND OFRESERVED ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~

There were no matters submitted to the vote of securities holders during the period ended January 31, 2010.
ITEM 5. OTHER INFORMATION

~~None~~There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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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.

Date: March 15, 2010	By: /s/ Valentyna Stupenko
Date: September 20, 2010		By: /s/ Valentyna Stupenko
	~~Valentyna Stupenko~~	Valentyna Stupenko
	President Chief Executive Officer (Principle Executive Officer), Chief Financial Officer
		President, Chief Executive Officer (Principle Executive Officer), Chief Financial Officer

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Nevada		26-2210011
(State of Incorporation)		(IRS Employer Identification No.)

Class		Outstanding at March 15, 2010
Common stock, $0.001 par value		12,200,000

		Page Numbers
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Balance Sheets	3
	Statements of Operations	4
	Statements of Cash Flows	5
	Notes to Financial Statements	6
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION		22
Item 1.	Legal Proceedings	22
Item 1A	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Submission of Matters to a Vote of Security Holders	25
Item 5	Other information	25
Item 6.	Exhibits	25
CERTIFICATIONS
	Exhibit 31 - Management certification	26-27
	Exhibit 32 - Sarbanes-Oxley Act	28-29

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