UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) off The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2012
OCEAN ELECTRIC INC.
(Exact name of registrant as specified in charter)
| Nevada | 000-52775 | 20-4076559 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 112 North Curry Street, Carson City, Nevada | 89703 |
| (Address of principal executive offices) | (Zip Code) |
775-321-8216
Registrant’s telephone number
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 3.02
Unregistered Sales of Equity Securities
On March 26, 2012, Ocean Electric Inc. (the “Company”) issued 1,400,000 common shares to Zenith Equity Group Ltd. pursuant to share subscriptions received. The shares were issued at a price of $0.36 for cash consideration of $504,000.00. The shares carry a special restrictive covenant prohibiting any public sales or legend removal before March 31, 2013.
The shares were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Regulation S as the securities were issued in an "offshore transaction", as defined in Rule 902(h) of Regulation and the Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The stockholder was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| OCEAN ELECTRIC INC. |
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| Date: March 28, 2012 | By | /s/ Ricardo Prats |
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| Ricardo Prats, President |
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