Oceanus Acquisition Corp. - FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014 OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-54682

Oceanus Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

45-5737221

(I.R.S. Employer Identification No.)

Attn: German Rivero-Zerpa, Director

c/o Brilla Financial Holdings, LLC

1441 Brickell Avenue, Suite 1220

Miami, FL 33131

(Address of principal executive offices) (Zip Code)

(786) 375-5600

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 (Section 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 [X] No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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). [X ]Yes [ ] No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 31, 2014: 31,390,000 shares of common stock.

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TABLE OF CONTENTS

OCEANUS ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY) INDEX

PART I-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS 4

Interim Balance Sheets at March 31, 2014 and December 31, 2013 (audited) 4

Interim Statements of Operations for the Three Months ended March 31, 2014, and 2013; for the period January

31, 2012 (Inception) through March 31, 2014 5

Interim Statements of Cash Flows for the Three Months ended March 31, 2014, and 2013;for the Period January

31, 2012 (Inception) through March 31, 2014 6

Interim Statements of Stockholders’ Deficit

for the Period from January 31, 2012 (Inception) through March 31, 2014 8

Notes to Unaudited Financial Statements 8-11

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS 12

ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12

ITEM 4 - CONTROLS AND PROCEDURES. 13

PART II-OTHER INFORMATION

ITEM 1- LEGAL PROCEEDING 13

ITEM 1A- RISK FACTORS

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 13

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 13

ITEM 4 - REMOVED AND RESERVED 13

ITEM 5 - OTHER INFORMATION 13

ITEM 6 - EXHIBITS 14

SIGNATURES 15

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PART I-FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

The following unaudited interim financial statements of Oceanus Acquisition Corp. (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

OCEANUS ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY) INTERIM BALANCE SHEETS

(Unaudited)

OCEANUS ACQUISITION CORP.
(A Development Stage Company)

BALANCE SHEETS

			March 31,	December 31,
			2014	2013
			(Unaudited)	(Audited)
ASSETS
Current assets
	Cash		$ -	$ -

		Total current assets	-	-

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities

		Related party accounts payable	1,785	-
		Accrued expenses	1,380	1,380

		Total liabilities	3,165	1,380

Stockholders' equity (deficit)
	Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding at March 31, 2014 and December 31, 2013, respectively		-	-
	Common stock, $0.0001 par value; 500,000,000 shares authorized;
	31,390,000 issued and outstanding at March 31, 2014 and December 31, 2013, respectively		3,139	3,139
	Additional paid-in capital		-	-
	Deficit accumulated during the development stage		(6,304)	(4,519)

		Total stockholders' equity (deficit)	(3,165)	(1,380)

		Total liabilities and stockholders' equity	$ -	$ -

See Accompanying Notes to Unaudited Financial Statements

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OCEANUS ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

INTERIM STATEMENTS OF OPERATIONS

(UNAUDITED)

OCEANUS ACQUISITION CORP.
(A Development Stage Company)

STATEMENTS OF OPERATIONS


				January 31, 2012
		Three Months Ended	Three Months Ended	(Inception) to
		March 31, 2014	March 31, 2013	March 31, 2014

Revenues		$ -	$ -	$ -

General and administrative expenses
	Professional fees	1,785	260	3,165
	Organization costs	-	-	3,139

		1,785	260	6,304

Net loss		$ (1,785)	$ (260)	$ (6,304)

Loss per common share:
	basic and diluted	$ (0.00)	$ (0.00)

Weighted average number of
	common shares outstanding,
	basic and diluted	31,390,000	31,390,000


		.

See Accompanying Notes to Unaudited Financial Statements

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OCEANUS ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS (UNAUDITED)

		OCEANUS ACQUISITION CORP.
		(A Development Stage Company)

		STATEMENTS OF CASH FLOWS


				Januaray 31, 2012
		Three Months Ended	Three Months Ended	(Inception) to
		March 31, 2014	March 31, 2013	March 31, 2014

Cash flows from operating activities:
	Net loss	$ (1,785)	$ (260)	$ (6,304)
	Adjustments to reconcile net loss to
	net cash used in operating activities:
	Related Party accounts payable and accrued expenses	1,785	260	3,165
	Common stock issued for services	-	-	3,139

Net cash used in operating activities		-	-	-


Net (decrease) increase in cash		-	-	-

Cash, beginning of period		-	-	-

Cash, end of period		$ -	$ -	$ -

Supplemental cash flow information:
	Non-cash financing activities:
	Common stock issued for services	$ -	$ -	$ -

See Accompanying Notes to Unaudited Financial Statements

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OCEANUS ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY) INTERIM STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	OCEANUS ACQUISITION CORP.
	(A Development Stage Company)

	STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
	For the period from Januaray 31, 2012 (Inception) to March 31, 2014

				Deficit
				Accumulated
			Additional	During
			Paid-in	Development
	Shares	Amount	Capital	Stage	Total

Januaray 31, 2012 (Inception)	-	$ -	$ -	$ -	$ -

Shares issued on March 31, 2012 for service, at par $.0001	31,390,000	3,139	-	-	3,139

Net loss for the period	-	-	-	(3,139)	(3,139)

Balance, December 31, 2012	31,390,000	3,139	-	(3,139)	-

Net loss for the period	-	-	-	(1,380)	(1,380)

Balance, December 31, 2013	31,390,000	$ 3,139	$ -	$ (4,519)	$ (1,380)

Net loss for the period	-	-	-	(1,785)	(1,785)

Balance, March 31, 2014	31,390,000	$ 3,139	$ -	$ (6,304)	$ (3,165)

See Accompanying Notes to Unaudited Financial Statements

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OCEANUS ACQUISITION CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2014

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION, ORGANIZATION OF THE COMPANY AND GOING CONCERN

Basis of Presentation

The accompanying unaudited interim financial statements as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 and for the period from January 31, 2012 (inception) to March 31, 2014 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, (“SEC”), including Form 10-Q and Regulation S-K. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management; necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited interim financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2013 and for the period January 31, 2012, (inception), to December 31, 2013 as disclosed in the Company's 10-K for that period as filed with the SEC.

The results of the period ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, the Company’s fiscal year end.

The Company has not earned any revenue since its inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in the FASB Codification Topic 915. Among the disclosures required by the FASB Codification Topic 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Organization of the Company

Oceanus Acquisition Corp. (the “Company”), a development stage company, was incorporated under the laws of the State of Delaware on January 31, 2012 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

Going Concern

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan if successfully implemented may provide the opportunity for the Company to continue as a going concern. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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OCEANUS ACQUISITION CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2014

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loss Per Share

The Company uses Topic 260, “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

Fair Value Measurements

Generally accepted accounting principles ("GAAP") define fair value, provide guidance for measuring fair value and require certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or

Liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or

indirectly. These include quoted prices for similar assets or liabilities in active markets and

quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company's assumptions.

The Company’s financial instruments consist of cash, accounts payable and accrued expenses and loan payable – President. The carrying value approximates fair value due to the short maturity of these instruments.

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OCEANUS ACQUISITION CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2014

(Unaudited)

NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS

Related party accounts payable

As of March 31, 2014, Brilla Financial Holdings, LLC, under the common control of Mr. Zerpa, has paid $1,785 of legal and accounting fees to the Company’s service providers on behalf of the Company. The amount is recorded by the Company as related party accounts payable to Brilla Financial Holdings, LLC at March 31, 2014.

Equity Transaction

Upon formation, the Board of Directors issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139.

On March 18, 2013, William Tay, the funding shareholder sold 31,390,000 shares of Common Stock to Brilla Financial Holdings, LLC for $40,000 in cash. Mr. Tay sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. The Company did not receive any of the proceeds from this sale.

NOTE 4 – INCOME TAXES

As of December 31, 2013, there are loss carryforwards for Federal income tax purposes of approximately $4,519, available to offset future taxable income. The carryforwards begin to expire in 2029. The Company does not expect to incur a Federal income tax liability in the foreseeable future. As of December 31, 2013, the Company had a deferred tax asset amounting to approximately $1,500. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.Certain provisions of the tax law may limit net operating loss carryforwards available for use in any given year in the event of a significant change in ownership.

Federal and state income tax returns are subject to examination by tax authorities.

NOTE 5 – STOCKHOLDER’S EQUITY

On January 31, 2012, the Board of Directors issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139.

On March 18, 2013, William Tay, the former sole officer and director of the Company sold 31,390,000 shares of Common Stock to Brilla Financial Holdings, LLC for $40,000 in cash. Mr. Tay sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act. The Company did not receive any of the proceeds from this sale.

The stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2014:

• Common stock, $0.0001 par value: 500,000,000 shares authorized; 31,390,000 shares issued and outstanding.

• Preferred stock, $0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.

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OCEANUS ACQUISITION CORP.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS MARCH 31, 2014

(Unaudited)

NOTE 6 – RELATED PARTY AND TRANSACTIONS

Related party accounts payable

NOTE 7 – SUBSEQUENT EVENTS

None.

Subsequent events have been evaluated through October 22, 2014, the date the financial statements were issued.

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

PLAN OF OPERATION

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for- assets exchange (the “business combination”). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

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ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2014. Based on that evaluation, our Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Controls

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended March 31, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

PART II-OTHER INFORMATION

ITEM 1 LEGAL PROCEEDING

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 1ARISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not sell any unregistered equity securities during the three months ended March 31, 2014.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

The Company currently does not have senior securities.

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 OTHER INFORMATION

None.

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ITEM 6 EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No. Description

3.1

Certificate of Incorporation, as filed with the Delaware Secretary of State on January 31, 2012. (1)

3.2

By-laws. (1)

31.1

Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10- Q for the quarter ended MARCH 31, 2014. (2)

32.1 Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)

(1)

Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on April 30,

2012, and incorporated herein by this reference.

(2)

Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Oceanus Acquisition Corp.

(Registrant)

By: German Rivero-Zerpa, President, Secretary and Principal Financial Officer

Dated: December 1, 2014

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EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 AND SECURITIES AND EXCHANGE COMMISSION RELEASE 34-46427

I, German Rivero-Zerpa, certify that:

I have reviewed this report on Form 10-Q of Oceanus Acquisition Corp.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

As the registrant’s Principal Executive officer and Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By: German Rivero-Zerpa, President, Secretary and Principal Financial Officer

Dated: December 1,2014

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Oceanus Acquisition Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, German Rivero-Zerpa, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: German Rivero-Zerpa, President, Secretary and Principal Financial Officer

Dated: December 1, 2014

Oceanus Acquisition Corp. - FORM 10-Q - December 16, 2014

Oceanus Acquisition Corp. Reports