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

Form 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

~~[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act~~ For the ~~transition~~quarterly period ~~from~~ended ~~N/A~~October to31, ~~N/A~~2009.

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

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

Commission File No. 333-151747

OCEAN ENERGY, INC.

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

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

(Issuer's telephone number)

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" 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 ~~September~~December 185, 2009
Common stock, $0.001 par value		12,200,000

OCEAN ENERGY, INC. INDEX TO FORM 10-Q FILING FOR THE THREE AND SIX MONTHS ENDED ~~JULY~~OCTOBER 31, 2009

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	11
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2018
Item 4.	Controls and Procedures	2018
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2120
Item 1A	Risk Factors	2120
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5	Other information	23
Item 6.	Exhibits	23
CERTIFICATIONS
	Exhibit 31 - Management certification	2524-2625
	Exhibit 32 - Sarbanes-Oxley Act	2726-2827

<TOC>

PART I -

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

OCEAN ENERGY, INC.

(A Development Stage Company)
BALANCE SHEETS

	July 31, 2009		April 30, 2009
	October 31, 2009		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	$	~~1 500~~-	$	1 500
Loan from related party	$	1524 ~~391~~171	$	10 041
Total Current Liabilities	$	1624 ~~891~~171	$	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 July 31,2009 and April 30,2009	$	12 200	$	12 200
Common Stock, 75,000,000 shares authorized at $0.001 par value, 12,200,000 shares issued and outstanding as of October 31, 2009 and April 30, 2009	$	12 200	$	12 200
Additional Paid in Capital		28 800		28 800
Deficit Accumulated During Development Stage		(5764 ~~692~~972)		(52 342)
Total Stockholders' Equity		(16 692)		(11 342)
Total Stockholders' Equity (Deficit)		(23 972)		(11 342)
Total liabilities and stockholders' equity	$	199	$	199

The accompanying notes are an integral part of these financial statements

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended July 31, 2009		From Inception November 28, 2007 through July 31, 2009
	For the Three Months Ended October 31, 2009		For the Six Months Ended October 31, 2009		From Inception November 28, 2007 through October 31, 2009
Revenue:
Revenue	$	-	$	-	$	-
Total Revenue		-		-		-
Expenses:
General and Administrative		~~350~~780		151 ~~692~~130		16 472
Consulting, Legal and Accounting		56 ~~000~~500		4211 ~~000~~500		48 500
Total expenses		57 ~~350~~280		5712 ~~692~~630		64 972
Loss before income taxes		(57 ~~350~~280)		(5712 ~~692~~630)		(64 972)
Provision for income taxes		-		-		-
Net loss	$	(57 ~~350~~280)	$	(5712 ~~692~~630)	$	(64 972)
Basic and Diluted Earnings (Loss) per Common Share	$	(0.00)	$	(0.00)
Weighted Average Number of Common Shares	12 200 000	~~12 200 000~~	12 200 000

The accompanying notes are an integral part of these financial statements

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three Months Ended July 31, 2009			From Inception November 28, 2007 through April 30, 2009
		For the Six Months Ended October 31, 2009			From Inception November 28, 2007 through October 31, 2009
Operating Activities:
Net income (loss)	$	~~(5 350)~~$	(12 630)	$	~~(57 692)~~$	(64 972)
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		~~(5 350)~~	(14 130)		~~(47 192)~~	(55 972)
Investing Activities:
(Purchases)/disposal of equipment		-	-		-	-
Cash (used) in investing activities		-	-		-	-
Financing Activities:
Loan from / to related party		5 350			15 391
Loan from to related party			14 130			24 171
Proceeds from the sale of Stock		-	-		~~32 000~~	32 000
Net cash provided by (used in) financing activities		~~5 350~~	14 130		~~47 391~~	56 171
Net increase (decrease) in cash and cash equivalents		-	-		~~199~~	199
Cash at beginning of the period		~~199~~	199		-	-
Cash at end of the period	$	~~199~~$	199	$	~~199~~$	199
Supplemental Information:
Interest	$	-$	-	$	-$	-
Taxes	$	-$	-	$	-$	-
Non-cash transactions:
Stock Issued for Services	$	-$	-	$	~~9 000~~	9 000

The accompanying notes are an integral part of these financial statements

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2009

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of 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 CEO 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.

Accounting Basis

The financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United Sates 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 ~~July~~October 31, 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 ~~July~~October 31, 2009 there were no cash equivalents.

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.

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2009

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7. The Company's planned principal operations have not fully commenced.

Management plans to seek funding from its shareholders and other qualified investors to pursue its business plan.

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2009

NOTE 2. BASIS OF PRESENTATION

Interim Financial Statements

The accompanying interim unaudited condensed consolidated 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~~six months period ended ~~July~~October 31, 2009 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 ~~July~~October 31, 2009 of $5764,~~692~~972.

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.

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2009

NOTE 4. PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), 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. 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 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.

8NOTE 5. STOCKHOLDERS EQUITY

~~OCEAN~~The ~~ENERGY~~Company is authorized to issue 75,000,000 ~~INC~~common shares with a $0. 001 par value. As of October 31, 2009, 12,200,000 shares were issued and outstanding.

NOTE 5

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

NOTE 6. RELATED PARTY TRANSACTIONS

As of April 30, 2009 the Company has concluded a Personal Loan Agreements with CEO Valentyna Stupenko ~~and with Artem Madatov~~. The loan is in the amount of $10,041 and is for administrative purposes. The amount due to the related party is unsecured and non interest-bearing.

On July 7, 2009, the Company has concluded a Personal Loan Agreement with ~~Artem~~CEO ~~Madatov~~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.

As of October 31, 2009, the balance of due to this shareholder is $24,171.

<TOC>

OCEAN ENERGY, INC.

(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2009

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

~~Below~~FASB isASC a815-10, ~~listing~~Derivatives ofand ~~the~~Hedging ~~most~~(Prior ~~recent~~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 of ~~Financial~~financial reporting. Under FASB ASC 815-10 (SFAS 161), entities are required to provide enhanced disclosure related to (i) how and why an entity uses derivative instruments (ii) how derivative instruments and related hedge items are accounted for under SFAS No. 133, Accounting ~~Standards~~for Derivative Instruments and Hedging Activities ("SFAS. 133"), and ~~their~~its ~~effect~~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 condensed financial statements.

InFASB ~~May~~ASC ~~2008~~105-10, ~~the~~Generally ~~Financial~~Accepted Accounting ~~Standards~~Principles ~~Board~~ (~~"FASB")~~Prior ~~issued~~authoritative literature: FASB SFAS No. ~~163~~165, ~~"Accounting~~Subsequent ~~for~~Events ~~Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60~~(". SFAS ~~No.~~165"), ~~163~~issued ~~clarifies~~May ~~how~~28, ~~Statement~~2009), 60which ~~applies~~establishes togeneral ~~financial~~standards ~~guarantee~~of ~~insurance~~accounting ~~contracts~~for, ~~including~~and ~~the~~disclosure ~~recognition~~of, ~~and~~events ~~measurement~~that ofoccur ~~premium~~after ~~revenue~~the ~~and~~balance ~~claims~~sheet ~~liabilities.~~date ~~This~~but ~~statement~~before ~~also~~financial ~~requires~~statements ~~expanded~~are ~~disclosures~~issued ~~about~~or ~~financial~~are ~~guarantee~~available ~~insurance~~to ~~contracts~~be issued. FASB ~~SFAS~~ASC ~~No.~~105-10 ~~163~~(SFAS 165) is effective for ~~fiscal~~interim ~~years~~or ~~beginning~~annual onfinancial orperiods ending after ~~December~~June 15, ~~2008,~~2009. The ~~and~~adoption ~~interim~~of ~~periods~~FASB ~~within~~ASC ~~those~~105-10 ~~years.~~ (SFAS ~~No.~~165) ~~163~~did ~~has~~not nohave a material effect on the ~~Company~~company's financial position, ~~statements~~or results of operations,. The orCompany ~~cash~~evaluates ~~flows~~subsequent atevents ~~this~~through ~~time~~the date the accompanying financial statements were issued, which was November 16, 2009.

~~In June 2009, the Financial Accounting Standards Board issued Statement "~~FASB" ~~issued~~ASC ~~Statement No. 168~~105-10-65, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" (~~"SFAS~~Prior ~~No.~~authoritative ~~168").~~ literature: FASB SFAS No. 168, ~~will~~The ~~become~~FASB ~~the~~Accounting ~~single~~Standards ~~source~~Codification ofand ~~authoritative~~the ~~nongovernmental~~Hierarchy ~~U.S.~~of ~~generally~~Generally ~~accepted~~Accepted ~~accounting~~Accounting ~~principles~~Principles ("~~GAAP~~SFAS 168"), ~~superseding~~issued ~~existing~~June ~~FASB~~2009), ~~American~~establishes ~~Institute~~the ofFASB ~~Certified~~Accounting ~~Public~~Standards ~~Accountants~~Codification (~~"AICPA"),~~the ~~Emerging Issues Task Force (~~"~~EITF~~Codification"), ~~and~~as ~~related accounting literature. SFAS No. 168 reorganizes~~ the ~~thousands~~single source of ~~GAAP~~authoritative ~~pronouncements~~nongovernmental ~~into roughly 90 accounting topics and displays them using a consistent structure~~U. ~~Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections~~S. ~~SFAS~~ NoGAAP. ~~168~~The ~~will~~Codification beis effective for ~~financial~~interim ~~statements~~and ~~issued~~annual ~~for reporting~~ periods ~~that~~ending ~~end~~ after September 15, 2009. ~~This~~ ~~statement~~The ~~will~~adoption ~~have~~of anFASB ~~impact~~ASC on105-10-65 ~~the Company's financial statements since all future references to authoritative accounting literature will be references in accordance with~~ (SFAS ~~No.~~ 168.) ~~The~~did ~~Company~~not ~~will~~have ~~adopt~~a ~~the~~material ~~use~~impact ofon the ~~Codification for the quarter ending September 30, 2009. The~~ Company's isconsolidated ~~currently evaluating the effect on its~~ financial ~~statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification~~statements.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events".("SFAS No. 165") This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. We are currently assessing the impact of the adoption of SFAS 165, if any, on our financial position, results of operations or cash flows.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its financial position, results of operations or cash flows.

In December 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 or 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). It is not believed that this will have an impact on the Company's financial position, results of operations or cash flows.

<TOC>

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-QQSB, 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~~The ~~but~~Company ~~not~~adopted ~~limited~~at tomanagement's discretion, ~~reliance~~the onmost ~~key~~conservative ~~customers~~recognition ~~and~~of ~~competition~~revenue inbased ~~its~~on ~~markets,~~the ~~market~~most ~~demand,~~astringent ~~product~~guidelines ~~performance, technological developments, maintenance~~ of ~~relationships~~the ~~with~~SEC ~~key~~in ~~suppliers,~~terms ~~difficulties~~ of ~~hiring~~recognition orof ~~retaining~~software ~~key~~licenses ~~personnel~~ and ~~any~~recurring ~~changes~~revenue. inManagement ~~current~~will ~~accounting~~elect ~~rules,~~additional ~~all~~changes ofto ~~which~~revenue ~~may~~recognition beto ~~beyond~~comply ~~the~~with ~~control of~~ the ~~Company. The Company adopted at management's discretion, the~~ most conservative SEC recognition ~~of revenue based~~ on ~~the~~a ~~most~~forward ~~astringent~~going ~~guidelines~~accrual ofbasis as the ~~SEC~~model inis ~~terms~~replicated ofwith ~~recognition~~other ofsimilar ~~software~~markets ~~licenses~~(i.e. ~~and recurring revenue~~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 S10-1K, as amended for the year ended April 30, 2009, 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.

11
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 S-1, 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.
Management's Discussion and Analysis of Results of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the financial statements included herein.
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 innovative, patent-pending technology is the result of 15 years of improvement of the Wincrants rotor executed by the CEO 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

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.

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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 is about 100TW.

12
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".

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.

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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)

· 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)
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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.

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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.

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.

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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.	c. Developing a marketing plan;
	d.	Seeking investors and business partners
	~~Stage Duration: 10 months~~	Stage Duration: 10 months
	~~Required Investment: $360,000 USD.~~	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

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.~~

16Required 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)

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.

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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 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.

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 ~~July~~October 31, 2009 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 ~~July~~October 31, 2009, ~~the~~we ~~Company has~~ recorded a net loss of $57,~~350~~280. We incurred operating expense of $57,~~350~~280 and these expenses consisted of General and Administrative expenses $~~350~~780 and Professional expenses $56,~~000~~500.

For the period from November 28, 2007 to ~~July~~October 31, 2009, ~~the~~we ~~Company has~~ recorded a net loss of $5764,~~692~~972. We incurred operating expense of $5764,~~692~~972 and these expenses consisted of General and Administrative expenses $1516,~~692~~472 and Professional expenses $4248,~~000~~500.

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. ~~The~~Our ~~Company~~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.

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 is 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.

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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 ~~July~~October 31, 2009. 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~~October 31, 2009, our internal control over financial reporting was effective.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended ~~July~~October 31, 2009, 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.

2019

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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

We have updated or confirmed some of the risk factors previously disclosed in our Annual Report on Form 10-K/A for the year ended April 30, 2009, which was filed with the Securities and Exchange Commission on September 21, 2009 (the "Fiscal 2009-K"). We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Fiscal 2008 10-K/A but updated or confirmed some of the risk factors previously disclosed below.

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 IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.
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.

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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 TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING 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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~~THERE~~In ISthe NOevent ~~PUBLIC~~that ~~(TRADING)~~a ~~MARKET~~material ~~FOR~~weakness ~~OUR~~is ~~COMMON~~identified, ~~STOCK~~we ~~AND~~will ~~THERE~~employ ISqualified NOpersonnel ~~ASSURANCE~~and ~~THAT~~adopt ~~THE~~and ~~COMMON~~implement ~~STOCK~~policies ~~WILL~~and ~~EVER~~procedures ~~TRADE~~to ONaddress Aany ~~RECOGNIZED~~material ~~EXCHANGE~~weaknesses ORthat ~~DEALERS'~~we ~~NETWORK;~~identify. ~~THEREFORE~~However, ~~OUR~~the ~~INVESTORS~~process ~~MAY~~of ~~NOT~~designing BEand ~~ABLE~~implementing TOeffective ~~SELL~~internal ~~THEIR~~controls ~~SHARES~~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.

~~Our~~Any ~~common~~failure ~~stock~~to iscomplete ~~not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for~~ our ~~common~~assessment ~~stock.~~of ~~We have not taken any steps to enable~~ our ~~common~~internal ~~stock~~control toover befinancial ~~quoted on the OTC Bulletin Board~~reporting, ~~and~~to ~~can~~remediate ~~provide~~any nomaterial ~~assurance~~weaknesses that ~~our~~we ~~common~~may ~~stock~~identify ~~will~~or ~~ever~~to beimplement ~~quoted~~new onor ~~any~~improved ~~quotation~~controls, ~~service~~ or ~~that~~difficulties ~~any~~encountered ~~market~~in ~~for~~their ~~our~~implementation, ~~common~~could ~~stock~~harm ~~will~~our ~~ever~~operating ~~develop. As a result~~results, ~~stockholders~~cause ~~may~~us beto ~~unable~~fail to ~~liquidate~~meet ~~their~~our ~~investments,~~reporting obligations or ~~may~~result ~~encounter~~in ~~considerable~~material ~~delay~~misstatements in ~~selling shares of~~ our ~~common~~financial ~~stock~~statements. ~~Neither~~Any wesuch ~~nor~~failure ~~our~~could ~~selling~~also ~~stockholders~~adversely ~~have~~affect ~~engaged~~the anresults ~~underwriter~~of ~~for~~the ~~this~~periodic ~~offering,~~management ~~and~~evaluations ~~we cannot assure you that any brokerage firm will act as a market maker~~ of our ~~securities.~~internal Acontrols ~~trading market may not develop in the future,~~ and ~~if one does develop~~, itin ~~may not be sustained. If an active trading market does develop,~~ the ~~market~~case ~~price~~ of ~~our~~a ~~common~~failure ~~stock~~to isremediate ~~likely~~any tomaterial beweaknesses ~~highly~~that ~~volatile~~we ~~due~~may toidentify, ~~among~~would ~~other~~adversely ~~things,~~affect the ~~nature~~annual ofauditor ~~our~~attestation ~~business~~reports ~~and~~regarding ~~because we are a new public company with a limited operating history. Further, even if a public market develops,~~ the ~~volume~~effectiveness of ~~trading in~~ our ~~common~~internal ~~stock~~control ~~will~~over ~~presumably~~financial bereporting ~~limited~~that ~~and~~are ~~likely~~required beunder ~~dominated~~Section 404 byof athe ~~few~~Sarbanes-Oxley ~~individual stockholders~~Act. ~~The~~Inadequate ~~limited~~internal ~~volume,~~controls ifcould ~~any,~~also ~~will~~cause ~~make~~investors ~~the price of our common stock subject~~ to ~~manipulation~~lose byconfidence ~~one~~in orour ~~more~~reported ~~stockholders~~financial ~~and~~information, ~~will~~which ~~significantly~~could ~~limit~~have ~~the number of shares that one can purchase or sell in~~ a ~~short~~negative ~~period~~effect ofon ~~time.~~the ~~The~~trading ~~market~~ price of our common stock ~~may also fluctuate significantly in response to the following factors, most of which are beyond our control:~~.

·      variations in our quarterly operating results; ·      changes in general economic conditions and in the biofuel industry; ·      changes in market valuations of similar companies; ·      announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments; ·      loss of a major customer, partner or joint venture participant; and ·      the addition or loss of key managerial and collaborative personnel.
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.
ONCE PUBLICLY TRADING, THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS TO SELL THOSE SHARES. THE SECURITIES AND EXCHANGE COMMISSION HAS ADOPTED RULE 3A51-1 WHICH ESTABLISHES THE DEFINITION OF A "PENNY STOCK," FOR THE PURPOSES RELEVANT TO US, AS ANY EQUITY SECURITY THAT HAS A MARKET PRICE OF LESS THAN $5.00 PER SHARE OR WITH AN EXERCISE PRICE OF LESS THAN $5.00 PER SHARE, SUBJECT TO CERTAIN EXCEPTIONS. FOR ANY TRANSACTION INVOLVING A PENNY STOCK, UNLESS EXEMPT, RULE 15G-9 REQUIRE:
·      that a broker or dealer approve a person's account for transactions in penny stocks; and ·      the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
·      obtain financial information and investment experience objectives of the person; and ·      make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
·      sets forth the basis on which the broker or dealer made the suitability determination; and ·      that the broker or dealer received a signed, written agreement from the investor prior to the transaction. ·      Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

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 ~~July~~October 31, 2009.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended ~~July~~October 31, 2009.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to the vote of securities holders during the period ended ~~July~~October 31, 2009.

ITEM 5.

OTHER INFORMATION

None.

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.

23
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: September 21, 2009	By /s/ Valentyna Stupenko
Date: December 8, 2009	By: /s/ Valentyna Stupenko
	Valentyna Stupenko
	President Chief Executive Officer (Principle Executive Officer), Chief Financial Officer

2423

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Filing Compare · SINO CEMENT, INC