UNITED STATES
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

For the quarterly period ended

October 31, 2010

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 000-53382

SINO CEMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-2210011

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

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

20190

(Address of principal executive offices)

(Zip Code)

(703) 888-6922

(Registrant's telephone number, including area code)

Ocean Energy, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[ ]

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

[ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

(Do not check if a smaller reporting company)

[ ]

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[ ]

YES

[ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[X]

YES

[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

15,968,617 common shares issued and outstanding as of December 20, 2010

1

SINO CEMENT, INC.
INDEX TO FORM 10-Q FILING
FOR THE SIX MONTHS ENDED OCTOBER 31, 2010

Table of Contents

PART I	FINANCIAL INFORMATION		3
	Item 1.	Financial Statements (Unaudited)	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
	Item 4.	Controls and Procedures	6
PART II	OTHER INFORMATION		7
	Item 1.	Legal Proceedings	7
	Item 1A.	Risk Factors	7
	Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds Securities	9
	Item 3.	Defaults Upon Senior Securities	9
	Item 4.	Removed And Reserved	9
	Item 5.	Other Information	9
	Item 6.	Exhibits	9
SIGNATURES			10

2

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

General

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 six months ended October 31, 2010 are not necessarily indicative of the results that can be expected for the year ending.

Sino Cement Inc. ( A Development Stage Company) BALANCE SHEETS

			October 31, 2010		April 30, 2010

			(unaudited)		(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	$	9,274	$	5,840
	Loan from related party		34,221		49,151

	Total Current Liabilities		43,495		54,991


Stockholders' Equity (Deficit)
	Common Stock, 98,167,538 shares authorized at $0.001 par value 15,968,617 shares issued and outstanding as of October 31, 2010 and April 30, 2010		15,969		15,969
	Additional Paid in Capital		25,031		25,031
	Deficit Accumulated During Development Stage		(84,478)		(70,974)

Total Stockholders' Equity (Deficit)			(43,478)		(29,974)


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




The accompanying notes are an integral part of these financial statements

F-1

Sino Cement Inc. ( A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED)

			For the three months ended October 31				For the six months ended October 31				From Inception November 28, 2007 through October 31

			2010		2009		2010		2009		2010


Revenue:
	Revenue		-		-		-		-		-

	Total Revenue		-		-		-		-		-


Expenses:
	General and Administrative		5,954		780		6,004		1,130		23,178
	Consulting, Legal and Accounting		7,500		6,500		7,500		11,500		61,300

	Total expenses		13,454		7,280		13,504		12,630		84,478


	Loss before income taxes		(13,454)		(7,280)		(13,504)		(12,630)		(84,478)

Provision for income taxes			-		-		-		-		-


	Net loss	$	(13,454)	$	(7,280)	$	(13,504)	$	(12,630)	$	(84,478)




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




Weighted Average Number of Common Shares			15,968,617		15,968,617		15,968,617		15,968,617




The accompanying notes are an integral part of these financial statements

F-2

Sino Cement Inc
.
( A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(From November 28, 2007 (Inception) through October 31, 2010)

Common Stock

Additional
Paid in
Capital

Deficit Accumulated
during the
development stage

Total
Equity

Amount

Balance at Inception, November 28, 2007

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

11,780,127

11,780

(2,780)

9,000

Common Shares issued for cash at $0.01 per share (par value $0.001) on April 15, 2008

4,188,490

4,188

27,812

32,000

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

(21,500)

Balance, April 30, 2008

15,968,617

15,969

25,031

(21,500)

19,500

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

(30,842)

Balance, April 30, 2009

15,968,617

15,969

25,031

(52,342)

(11,342)

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

(18,632)

Balance, April 30, 2010

15,968,617

15,969

25,031

(70,974)

(29,974)

Net (loss) for the six months ended October 31, 2010

(13,504)

Balance, October 31, 2010 (Unaudited)

15,968,617

15,969

25,031

(84,478)

(43,478)

Note: On September 15, 2010 the Company affected a 1.3089005 for 1 forward split of its capital structure such that every one share of common stock issued and outstanding prior to the split was exchanged for 1.3089005 post-split shares of common stock.

The accompanying notes are an integral part of these financial statements

F-3

Sino Cement Inc. ( A Development Stage Company) STATEMENTS OF CASH FLOWS (UNAUDITED)

			For the six months Ended October 31			From Inception November 28, 2007 through October 31
						From Inception November 28, 2007 through October 31
			2010	2009		2010


Operating Activities:
	Net income (loss)	$	(13,504)	(12,630)	$	(84,478)
	Stock issued for services					9,000
	Increase (decrease) in accounts payable		3,434	(1,500)		9,274

	Net cash provided by (used in) operating activities		(10,070)	(14,130)		(66,204)


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

	Cash (used) in investing activities		-	-		-


Financing Activities:
	Loan from to related party		(14,930)	14,130		34,221
	Proceeds from the sale of Stock		-	-		32,000

	Net cash provided by (used in) financing activities		(14,930)	14,130		66,221


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

F-4

SINO CEMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Unaudited)
OCTOBER 31, 2010

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

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

Effective September 15, 2010, we changed our name from "Ocean Energy, Inc." to "Sino Cement, Inc.", by way of a merger with our wholly owned subsidiary Sino Cement, Inc., which was formed solely for the change of name.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 and six months period ended October 31, 2010 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.

The relevant accounting policies and procedures are listed below.

Accounting Basis

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

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 October 31, 2010, the Company cash balance is $17.

F-5

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 financial statements are prepared pursuant to the provisions of Topic 26, "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

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 October 31, 2010 of $84,478.

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.

F-6

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

NOTE 4. PROVISION FOR INCOME TAXES

Income taxes are provided in accordance with 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 98,167,538 common shares with a $0.001 par value. As of October 31, 2010, 15,968,617 shares were issued and outstanding.

On January 15, 2008, the Company issued 9,816,773 shares, par value $0.001, common stock for amount $7,500 to Valentyna Stupenko, CEO and a Founder, for services rendered.

On January 15, 2008, the Company issued 1,963,354 shares,par value $0.001, common stock for amount $1,500 to Yuiy Milkov, CTO (Chief Technology Officer) and a Founder, for services rendered.

On April 15, 2008, the Company issued 4,188,490 restricted shares of common stock, par value $0.001, for $32,000 cash.

Stock split

On September 15, the Company has got a split of the common stock on a 1.3089005 new share for each 1 old share. After stock-split, the issued and outstanding common stocks were increased 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.

NOTE 6. RELATED PARTY TRANSACTIONS

On October 31, 2010 the Company loaned from Valentyna Stupenko, CEO and a Founder, with the amount of $35,001 for administrative purposes. The amount due to the related party is unsecured and non interest-bearing and remains outstanding.

F-7

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

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

In June 2009, the FASB issued FASB ASC 820-10, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." This ASC provides additional guidance for estimating fair value in accordance with FASB ASC 820-10, when the volume and level of activity for the asset or liability have significantly decreased. This ASC also includes guidance on identifying circumstances that indicate a transaction is not orderly. This ASC is effective for interim and annual reporting periods that ended after June 15, 2009. The ASC does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this ASC requires comparative disclosures only for periods ending after initial adoption. The adoption of FASB ASC 820-10 did not have a material impact on our 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 January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company's financial statements.

F-8

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

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-9

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, 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.

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended October 31, 2010, which are included herein.

Our operating results for the three and six months ended October 31, 2010 and 2009 are summarized as follows:

		Three Months Ended October 31,				Six Months Ended October 31,				November 18, 2007 (inception) to October 31, 2010

		2010		2009		2010		2009

Revenue	$		$		$		$		$
Consulting, legal and accounting	$	7,500	$	6,500	$	7,500	$	11,500	$	61,300
General and administrative	$	5,954	$	780	$	6,004	$	1,130	$	23,178

Our expenses, as well as our net loss for the three months ended October 31, 2010 were $13,454 compared to 7,280 during the same period in 2009. Our expenses, as well as our net loss for the six months ended October 31, 2010 were $13,504 compared to 12,630 during the same period in 2009. Our expenses, as well as our net loss for the period from November 18, 2007 (inception) to October 31, 2010 were $84,478.

Our total current liabilities as of October 31, 2010 were $43,495 as compared to total liabilities of $54,911 as of April 30, 2010. The decrease was due to the payment made during the six months.

Liquidity and Financial Condition

Working Capital

		At		At
		October 31,		April 30,
		2010		2010

Current Assets	$	17	$	25,017
Current Liabilities	$	43,495	$	54,991
Working Capital (Deficit)	$	(43,478)	$	(29,974)

Cash Flows

		Six Months Ended				November 17, 2008 to October 31, 2010
		October 31,

		2010		2009

Net Cash Provided (Used) by Operating Activities	$	(10,070)	$	(14,130)	$	(66,204)
Net Cash Provided (Used) by Financing Activities	$	(14,930)	$	14,130	$	66,221
Increase (Decrease) in Cash During the Period	$		$		$

Operating Activities

Net cash used by operating activities during the six month periods ended October 31, 2010 and October 31, 2009 was entirely the result of payment for CPA fee, legal fee, and other operating expense.

Investing Activities

We did not have any investing activities during the nine months ended October 31, 2010 and 2009.

Financing Activities

Net cash used and provided by financing activities during the six month periods ended October 31, 2010 and October 31, 2009 was entirely the result of repayment and loans from related parties. During the period ended in 2010 we retired $14,930 worth of loans from a related party. During the same period in 2009 we received $14,130 in loans from related parties.

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

CRITICAL ACCOUNTING POLICIES

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.

Stock Based Compensation

5

Earnings per Share

Use of Estimates

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.

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

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer (also our principal executive officer, principal financial officer and principal accounting 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 (also our principal executive officer, principal financial officer and principal accounting 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 Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to the chief executive officer and chief financial officer (also our principal executive officer, principal financial officer and principal accounting 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 (also our principal executive officer, principal financial officer and principal accounting officer) is responsible for establishing and maintaining adequate internal control over financial reporting. 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 (also our principal executive officer, principal financial officer and principal accounting officer) evaluated the effectiveness of the company's internal control over financial reporting as of October 31, 2010. In making this assessment, our chief executive officer and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on this evaluation, our chief executive officer and chief financial officer (also our principal executive officer, principal financial officer and principal accounting officer) concluded that, as of October 31, 2010, our internal control over financial reporting was effective.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended October 31, 2010, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

You should carefully consider the following risk factors together with the other information contained in this interim report on Form 10-Q, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If any of the risks factors actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading 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 prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933 and include or reiterate the following risk factors:

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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.

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.

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.

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.

Trends, Risks and 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.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  [Removed and Reserved]

Item 5.  Other Information

None.

Item 6.  Exhibits

Exhibit No.	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007);
3.2	By-laws (Incorporated by reference to the Form. SB-2 filed with the Securities and Exchange Commission on July 11, 2007)
3.3	Articles of Merger (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 21, 2010)
3.4	Certificate of Change (Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on September 21, 2010)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1	Section 302 Certification under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1	Section 906 Certifications under Sarbanes-Oxley Act of 2002

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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: December 20, 2010		By: /s/ Valentyna Stupenko
		Valentyna Stupenko
		President, Chief Executive Officer, Chief Financial Officer and Director (Principle Executive Officer, Principal Financial Officer and Principal Accounting Officer)

OCEAN ENERGY, INC 10-Q