~~Table~~SECURITIES ofAND EXCHANGE ~~Contents~~COMMISSION

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

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

~~FORM~~CURRENT ~~8-K~~ REPORT

~~CURRENT~~Pursuant ~~REPORT~~ to Section 13 or 15(d) of

~~Pursuant to Section 13 or 15(d) of~~ The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August 5~~January 18, ~~2004~~ 2005

OCEAN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 000-49750

Delaware (State or other jurisdiction of incorporation or organization) 33-0857223 (IRS Employer Identification Number)

Delaware		33-0857223
State or other jurisdiction of incorporation or organization)		IRS Employer Identification Number

3001 Knox Street, Suite 403 Dallas, Texas		75205
(Address of principal executive offices)		Zip Code

~~3001~~Registrant’s Telephone ~~Knox Street~~Number, ~~Suite~~Including ~~403Dallas,~~Area ~~Texas~~Code: (~~Address of principal executive offices~~214) ~~75205 (Zip Code)~~ 389-9800

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

~~TABLE~~(Former ~~OF CONTENTS~~Name or Former Address, if Changed Since Last Report)

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~box ~~and~~below ~~Regulation~~if FDthe ~~Disclosure~~Form 8-K ~~SIGNATURES~~filing ~~EXHIBIT~~is ~~INDEX~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Table~~o Written ofcommunications ~~Contents~~pursuant ot Rule 425 under the Securities Act (17 CFR 230.425)

~~Item 5.~~o Soliciting ~~Other~~material ~~Events~~pursuant ~~and~~to ~~Regulation FD~~Rule ~~Disclosure~~14a-12 under the Exchnage Act (17 CFR 240.14a-12)

Ono Pre-commencement ~~August 5,~~communications ~~2004,~~pursuant ~~the~~to ~~Company entered into a Subscription Agreement with~~Rule ~~two~~14d-2(b) ~~accredited~~under ~~investors for~~ the ~~sale~~Exchange ofAct (i)17 ~~$500,000~~CFR ~~in convertible notes, (ii) class A warrants to buy~~ 240.14d-2~~,222,200 shares of our common stock,~~ (~~iii~~b) ~~class B warrants to buy 5,277,778 shares of common stock, and (iv~~) ~~class C warrants to buy 2,111,111 shares of our common stock.~~

~~The~~o Pre-commencement ~~notes~~communications ~~issued~~pursuant into ~~connection with the financing bear interest at 6%,~~Rule ~~mature~~13e-4(c) ~~two~~under ~~years from~~ the ~~date~~Exchange ofAct ~~issuance,~~(17 ~~and~~CFR ~~are convertible into our common stock, at the holders’ option, at a conversion price of $0~~240.~~09 per share. Based on this conversion price, the $500,000 convertible notes, excluding interest, are convertible into 5,555,555 shares of our common stock.~~ 13e-4(c))

~~The~~Section ~~accredited~~5 ~~investors~~– ~~have~~Corporate ~~contractually~~Governance ~~agreed to restrict their ability to convert their notes or exercise their warrants~~ and ~~receive shares of~~ ~~our common stock such that the number of shares of common stock held by them and their affiliates after such conversion or exercise does not exceed 9~~Management.~~99% of the then issued and outstanding shares of common stock.~~

~~Upon~~Item ~~conclusion~~5.02 Departure of ~~the~~Directors ~~offering,~~or Principal ~~the~~Officers; ~~Company~~Election ~~had~~of ~~71,104,704~~Directors; ~~shares~~Appointment of ~~its common~~Principal ~~stock outstanding~~Officers.

~~Item 7~~On Tuesday, January 18, 2005, the Board of Directors received and accepted the resignation of Mr. ~~Financial~~Dennis ~~Statements~~McLaughlin from his capacities as Chief Executive Officer and ~~Exhibits~~Co-Chairman of the Board. Mr. McLaughlin also resigned his position as a member of the Board of Directors. The Board also received and accepted the resignation of Mr. Kit Chambers, Chief Operating Officer and Secretary of the Company.

~~(a) Financial~~The ~~Statements~~resignations of ~~business~~Mr. ~~acquired:~~McLaughlin and Mr. Chambers are in line with recent decisions by the Board to direct the Company away from its developmental stage toward a new operational phase.

~~Not~~The ~~applicable~~Board unanimously approved the appointment of Mr. Andrew Way, the President and a director of the Company, as the Company’s new Chief Executive Officer, and Mr. Nick Sinclair-Brown, formerly Co-Chairman of the Board, to the position of Chairman of the Board of Directors. The Board also unanimously approved the appointment of Mr. Steven Sanit, currently the Chief Financial Officer of the Company, to the additional position of Secretary of the Company.

~~(b) Pro Forma Financial Information:~~ SIGNATURES

~~Not~~Pursuant ~~applicable~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:		January 20, 2005

		OCEAN RESOURCES, INC.

		By:	/s/ Steven Sanit


		Steven Sanit
	Chief Financial Officer

~~Not applicable.~~ 2

SIGNATURES

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

Dated: August 6, 2004

OCEAN RESOURCES, INC. By: /s/ Dennis McLaughlin Dennis McLaughlin Chief Executive Officer

EXHIBIT INDEX

Exhibits.

None

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