UNITEDSTATES

SECURITIESANDEXCHANGECOMMISSION

WASHINGTON,D.C.20549



FORM10-Q



| | [X] | QUARTERLYREPORTPURSUANT
TOSECTION13OR15(D)OFTHESECURITIES
EXCHANGE ACTOF1934.
| | --- | -----------------------------------------------------------------------------

FORTHEQUARTERLY
PERIODENDEDJUNE30,2014OR

[ ]TRANSITIONREPORTPURSUANT
TOSECTION13OR15(D)OFTHESECURITIES
EXCHANGE ACTOF1934

Forthetransition periodfromto





COMMISSIONFILENUMBER:000-54682







OceanusAcquisitionCorp.

(Exact
nameof registrantasspecified initscharter)





Delaware	45-5737221

(Stateorotherjurisdiction

ofincorporationororganization)

(I.R.S.EmployerIdentificationNo.)



Attn:German Rivero-Zerpa, Director

c/o
Brilla Management, LLCf/k/a

1441BrickellAvenue,
Suite1220

Miami,FL33131

(Addressof principalexecutive offices)	(ZipCode)



(786)375-5600

(Registrant’stelephonenumber,includingareacode)



N/A

(Formername, formeraddressandformerfiscalyear,ifchangedsincelastreport)





Indicatebycheckmarkwhethertheregistrant(1)filedall reportsrequiredtobefiledbySection13or15(d)ofthe ExchangeActduringthepreceding 12months
(or forsuch shorterperiod thattheregistrantwas
required tofilesuch reports), and (2)hasbeen subject tosuch
filingrequirementsforthepast90days.[]Yes[X
]No

Indicatebycheckmarkwhethertheregistranthassubmittedelectronicallyandpostedonitscorporatewebsite,ifany,everyInteractiveDataFilerequiredto besubmittedandpostedpursuant toRule405 of
Regulation S-T (Section 232.405 ofthis chapter)during the preceding
12months (orforsuch
shorterperiod thatthe registrantwas
requiredto submit and
post such files). [ ]Yes[X] No





-1-









Indicatebycheckmark
whether theregistrantis
alargeacceleratedfiler, anacceleratedfiler,
anon-acceleratedfiler,orasmallerreportingcompany.Seethedefinitionsof“largeacceleratedfiler,”“acceleratedfiler”and“smaller reporting company”inRule
12b-2 of theExchange
Act.







|Largeacceleratedfiler | []                                        | Acceleratedfiler        | [] 
|--------------------- | ----------------------------------------- | ----------------------- | ---
|Non-acceleratedfiler  | [](Donotcheckifasmallerreporting company) | Smallerreportingcompany | [X]

Indicatebycheckmarkwhethertheregistrantisashellcompany(asdefinedinRule12b-2oftheExchange Act).[X]Yes[]No



Statethenumberofsharesoutstandingofeachoftheissuer’sclassesofcommonequity,asofJune30,2014:31,390,000sharesof
common stock.



-2-









TABLEOFCONTENTS



OCEANUS
ACQUISITIONCORP.

(ADEVELOPMENTSTAGECOMPANY)INDEX

PARTI-FINANCIALINFORMATION

ITEM
1–INTERIMFINANCIALSTATEMENTS (Unaudited)4

|Interim Balance Sheets
        June
        30, 2014 and December 31, 2013 (Audited)4
|-------------------------------------------------------------------------------------



Interim Statements of Operations

For the three months ended June
30, 2014 and 2013; for the six months ended June 30, 2014 and 2013; and for the

period January 31, 2012, (inception)
to June 30, 2014 5



Interim Statements
of Cash Flows

For the three months
ended June 30, 2014 and 2013; for the six months ended June 30, 2014 and 2013; and for the

period January 31,
2012, (inception) to June 30, 20146



Interim Statement of Changes in Stockholders’
Deficit

For the period January 31, 2012, (inception)
to June 30, 2014 7

NotestoUnauditedFinancialStatements 8-10

ITEM 2-MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONSAND

RESULTSOFOPERATIONS11

ITEM3-QUANTITATIVEANDQUALITATIVEDISCLOSURES ABOUTMARKETRISK11

ITEM4-CONTROLS
ANDPROCEDURES.12

PARTII-OTHERINFORMATION

ITEM1 -LEGALPROCEEDING12

ITEM1A-RISKFACTORS12

ITEM2 -UNREGISTEREDSALES
OFEQUITYSECURITIESANDUSEOFPROCEEDS12

ITEM3 -DEFAULTS UPON
SENIOR SECURITIES12

ITEM4 -REMOVEDANDRESERVED12

ITEM5 -OTHERINFORMATION12

ITEM6 -EXHIBITS13

SIGNATURES14

-3-









PARTI-FINANCIALINFORMATION





ITEM1 FINANCIALSTATEMENTS



Thefollowingunauditedinterimfinancialstatements ofOceanusAcquisitionCorp.(sometimesreferredtoas
"we","us"or"ourCompany")areincludedinthisquarterlyreport onForm10-Q:





OCEANUS
ACQUISITIONCORP.

(ADEVELOPMENTSTAGECOMPANY)INTERIMBALANCESHEETS







|OCEANUS ACQUISITION CORP.           
|------------------------------------
|(A Development Stage Company)       
|                                    
|BALANCE SHEETS                      
|                                    
|                                    
|                                    
|                                    
|ASSETS                              
|Current assets                      
|                                    
|                                    
|                                    
|                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY
|Current liabilities                 
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Stockholders' equity (deficit)      
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    







SeeAccompanyingNotestoUnauditedFinancialStatements





-4-







OCEANUS
ACQUISITIONCORP.

(ADEVELOPMENTSTAGECOMPANY)INTERIMSTATEMENTSOFOPERATIONS(UNAUDITED)





|OCEANUS ACQUISITION CORP.          
|-----------------------------------
|(A Development Stage Company)      
|                                   
|STATEMENTS OF OPERATIONS           
|                                   
|                                   
|                                   
|                                   
|                                   
|                                   
|Revenues                           
|                                   
|General and administrative expenses
|                                   
|                                   
|                                   
|                                   
|                                   
|Net loss                           
|                                   
|Loss per common share:             
|                                   
|                                   
|Weighted average number of         
|                                   
|                                   
|                                   
|                                   
|                                   







SeeAccompanyingNotestoUnauditedFinancialStatements





-5-









OCEANUS
ACQUISITIONCORP.

(ADEVELOPMENTSTAGECOMPANY)INTERIMSTATEMENTOFCASHFLOWS(UNAUDITED)





|                                      |                                                     |     |       |           | OCEANUS ACQUISITION CORP.     |         |                  |           |                  
|------------------------------------- | --------------------------------------------------- | --- | ----- | --------- | ----------------------------- | ------- | ---------------- | --------- | -----------------
|                                      |                                                     |     |       |           | (A Development Stage Company) |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|                                      |                                                     |     |       |           | STATEMENTS OF CASH FLOWS      |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           | Januaray 31, 2012
|                                      |                                                     |     |       |           | Six Months Ended              |         | Six Months Ended |           | (Inception) to   
|                                      |                                                     |     |       |           | June 30, 2014                 |         | June 30, 2013    |           | June 30, 2014    
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|Cash flows from operating activities: |                                                     |     |       |           |                               |        
|                                      | Net loss                                            |     |       | $ (3,570) |                               | $ (520) |                  | $ (8,089)
|                                      | Adjustments to reconcile net loss to                |     |       |           |                               |         |                 
|                                      | net cash used in operating activities:              |     |       |           |                               |         |                 
|                                      | Related party accounts payable and accrued expenses |     | 3,570 |           | 520                           |         | 4,950           
|                                      | 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                    |     | $ -   |           | $ -                           |         | $ -             
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           |                  
|                                      |                                                     |     |       |           |                               |         |                  |           |                  







SeeAccompanyingNotestoUnauditedFinancialStatements











-6-





















































OCEANUS
ACQUISITIONCORP.

(ADEVELOPMENTSTAGECOMPANY)INTERIMSTATEMENTOFCHANGES 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 June 30, 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)
|                                                           |                                                                    |  |         |  |            |  |             |  |          
|Net loss for the period                                    | -                                                                  |  | -       |  | -          |  | (1,785)     |  | (1,785)  
|                                                           |                                                                    |  |         |  |            |  |             |  |          
|Balance, June 30, 2014                                     | 31,390,000                                                         |  | $ 3,139 |  | $ -        |  | $ (8,089)   |  | $ (4,950)
|                                                           |                                                                    |  |         |  |            |  |             |  |          
|                                                           |                                                                    |  |         |  |            |  |             |  |          
|                                                           |                                                                    |  |         |  |            |  |             |  |          









The accompanying notes are
an integral part of these unaudited interim financial statements.







-7-









OCEANUSACQUISITIONCORP.

(ADevelopmentStageCompany)



NOTESTOINTERIMFINANCIALSTATEMENTSJUNE30,2014

(Unaudited)



NOTE1–BASIS
OFPRESENTATION,ORGANIZATIONOFTHECOMPANYANDGOING CONCERN



Basis of Presentation

The accompanying unaudited interim financial
statements as of June 30, 2014 and for the three months and six months ended June 30, 2014 and 2013 and for the period from January
31, 2012 (inception) to June 30, 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 June 30, 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.



-8-









OCEANUSACQUISITIONCORP.

(ADevelopmentStageCompany)



NOTESTOINTERIMFINANCIALSTATEMENTSJUNE30,2014

(Unaudited)



NOTE2– SUMMARY OFSIGNIFICANTACCOUNTING
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.













NOTE 3 - RELATED PARTY BALANCES AND TRANSACTIONS



Related party accounts payable



As of June 30, 2014, Brilla Financial Holdings,
LLC, under the common control of Mr. Zerpa, has paid $3,165 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 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.



The stockholders’ equity section of the
Company contains the following classes of capital stock as of June 30, 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.







-9-









OCEANUSACQUISITIONCORP.

(ADevelopmentStageCompany)



NOTESTOINTERIMFINANCIALSTATEMENTSJUNE30,2014

(Unaudited)





NOTE 6 – RELATED PARTY AND TRANSACTIONS



Related party accounts payable



As of June 30, 2014, Brilla Financial Holdings,
LLC, under the common control of Mr. Zerpa, has paid $3,165 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 June 30, 2014.





NOTE 7 – SUBSEQUENT EVENTS



None.



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









-10-









ITEM2 MANAGEMENT’SDISCUSSIONAND ANALYSISOF FINANCIAL CONDITION AND

RESULTSOFOPERATIONS.





PLANOFOPERATION

TheCompanywillattempttolocateandnegotiatewithabusiness entityforthecombinationofthattargetcompanywiththeCompany. Thecombinationwill normallytaketheformofamerger, stock-for-stockexchangeorstock-for-assets exchange (the “business
combination”). In most instances,
the target company will wish to structure
the business combinationtobewithinthedefinitionofatax-freereorganization under
Section351orSection 368ofthe InternalRevenue Code of1986,
as amended. No assurances
can be given that the Companywill be successful in locatingor negotiatingwithany targetbusiness.



TheCompanyhasnotrestricteditssearchforany
specific kindofbusinesses,anditmayacquireabusinesswhich isinitspreliminaryordevelopmentstage,whichisalreadyinoperation,orinessentially anystageofitsbusinesslife.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 perceivedadvantageswhich theCompanymay
offer.



Inimplementingastructureforaparticularbusinessacquisition,theCompanymaybecomeapartytoamerger,consolidation, reorganization,jointventure, or licensingagreementwith
another corporation or
entity.



Itisanticipatedthatanysecuritiesissuedinanysuchbusinesscombinationwouldbeissuedinrelianceuponexemptionfromregistration under applicable
federal and statesecurities laws. Insomecircumstances, however, as
a negotiated element ofits transaction, the Company mayagree to register allor a part ofsuch securities immediately after
the transaction is consummated
or at specified timeshereafter.
If suchregistrationoccurs, it
willbe undertaken
by the surviving entityafter the Company has
enteredintoanagreement
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 securitiesinthe futureif sucha market develops,of whichthereis no assurance.



TheCompanywillparticipateinabusinesscombinationonlyafterthenegotiationandexecutionofappropriateagreements.Negotiationswithatargetcompanywill
likelyfocusonthepercentage ofthe Company,whichthe targetcompany shareholders wouldacquirein
exchangefor
their shareholdings. Although
the terms of such agreements cannot bepredicted,generallysuchagreements will requirecertain
representations and warrantiesof the parties thereto, will specify
certain events ofdefault, will
detail the terms of closing and the conditions
which must be
satisfied bythe
parties prior to and after
suchclosing and
will include miscellaneousotherterms. Any
merger or acquisitioneffectedby the Company canbeexpectedto havea significant dilutive effect
on thepercentageof shares held by theCompany’s shareholders at
such time.



OFF-BALANCESHEETARRANGEMENTS



TheCompanydoesnothaveanyoff-balancesheetarrangementsthathaveorarereasonablylikelytohaveacurrentorfutureeffectontheCompany’sfinancial
condition,changes in
financial condition,revenuesorexpenses,results of
operations,liquidity,
capitalexpenditures or
capital resourcesthatis material toinvestors.





ITEM
3 QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK



Asa“smallerreporting company” as definedbyItem10 ofRegulationS-K,the Company isnotrequired
toprovidetheinformationrequiredbythisItem.



-11-









ITEM4 CONTROLS AND
PROCEDURES





EvaluationofDisclosureControlsandProcedures



OurPrincipalExecutiveOfficerand
PrincipalFinancialOfficerevaluatedtheeffectivenessofourdisclosurecontrolsandproceduresasofJune30,2014.Basedonthatevaluation,ourPrincipalExecutiveOfficerandPrincipalFinancial
Officer concluded that
our disclosure controls
and procedures as ofthe end of the period
covered bythis report
were effective such that
the information required to
be disclosed by us
in reports filed under the Securities
ExchangeAct of1934 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, asappropriate,toallowtimelydecisionsregardingdisclosure.



ChangesinInternalControls



TherehavebeennosignificantchangestotheCompany’sinternalcontrolsoverfinancialreportingthatoccurredduringourlast fiscal
quarter endedJune
30, 2014, that materially affected, or
were reasonably likely
to materially affect,
our internal controls over financial
reporting.





PARTII-OTHERINFORMATION



ITEM1 LEGAL PROCEEDING



TherearenolegalproceedingsagainsttheCompanyandtheCompanyisunawareofsuchproceedingscontemplatedagainstit.



ITEM1ARISKFACTORS

Asa“smallerreportingcompany” asdefinedbyItem10ofRegulationS-K,the CompanyisnotrequiredtoprovidetheinformationrequiredbythisItem.



ITEM2 UNREGISTERED SALES OFEQUITY SECURITIES AND USEOFPROCEEDS



TheCompanydidnotsellanyunregistered
equitysecuritiesduringthethreemonthsendedJune30,2014.



ITEM3 DEFAULTSUPON SENIOR SECURITIES





TheCompanycurrentlydoesnothavesenior securities.



ITEM4 MINESAFETYDISCLOSURES



Notapplicable.



ITEM5 OTHER INFORMATION



None.





-12-







ITEM6 EXHIBITS





(a)
ExhibitsrequiredbyItem601ofRegulationS-K.







ExhibitNo.	Description



| | 3.1 | CertificateofIncorporation,asfiledwiththe Delaware SecretaryofStateonJanuary31,2012.(1)
| | --- | ---------------------------------------------------------------------------------------



| | 3.2 | By-laws.(1)
| | --- | -----------



| | 31.1 | CertificationoftheCompany’sPrincipalExecutiveandPrincipalFinancialOfficerpursuanttoSection302ofthe Sarbanes-Oxley Act of2002,withrespect totheregistrant’s report onForm 10-Qfor thequarter ended June 30,2014. (2)
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32.1	CertificationoftheCompany’sPrincipalExecutiveandPrincipalFinancialOfficerpursuantto18

U.S.C.Section1350,asadoptedpursuanttoSection906oftheSarbanes-Oxley Act of2002.(2)







| | (1) | FiledasanexhibittotheCompany'sRegistrationStatementonForm10,asfiledwiththeSEConApril30,
| | --- | ---------------------------------------------------------------------------------------

2012, andincorporatedhereinbythisreference.

| | (2) | Filedherewith.
| | --- | --------------









-13-









SIGNATURES

Inaccordance withtherequirementsoftheExchange Act,theregistrantcausedthisreportto besignedonitsbehalfbytheundersigned, thereuntodulyauthorized.





OceanusAcquisition Corp.

(Registrant)



By:GermanRivero-Zerpa,President, SecretaryandPrincipalFinancialOfficer

Dated:December 1,2014















-14-









EXHIBIT31.1

CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICER
ANDPRINCIPALFINANCIALOFFICERPURSUANTTO
SECTION302OFTHESARBANES-OXLEYACTOF2002ANDSECURITIESANDEXCHANGECOMMISSIONRELEASE34-46427

I,GermanRivero-Zerpa,certifythat:





| | 1. | Ihavereviewed thisreportonForm10-Q ofOceanusAcquisitionCorp.
| | -- | ------------------------------------------------------------



| | 2. | Basedonmyknowledge,thisreportdoesnotcontainanyuntruestatementofamaterialfactoromittostateamaterialfactnecessarytomakethestatementsmade,inlightof
thecircumstances underwhichsuchstatements
weremade,
not misleading withrespectto theperiod coveredby this report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Basedonmyknowledge,thefinancialstatements, andotherfinancialinformationincludedinthis report,fairlypresentinallmaterialrespectsthe financialcondition, resultsofoperationsand cash flowsofthe registrantas of,andfor,theperiodspresentedin thisreport;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Astheregistrant’sPrincipalExecutiveofficerandPrincipalFinancialOfficer,Iamresponsibleforestablishingandmaintainingdisclosurecontrolsandprocedures(asdefined
inExchangeAct Rules13a-15(e) and15d- 15(e))and internal
controlover financial
reporting (asdefined
inExchangeActRules13a-15(f)and 15d-15(f))fortheregistrantandIhave:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



a)designedsuchdisclosurecontrolsandproceduresorcausedsuchdisclosurecontrolsandprocedurestobedesignedundermysupervision,to ensure that materialinformationrelating
to theregistrant, including
its consolidated subsidiaries, ismadeknowntomeby others withinthoseentities,particularly
duringthe period inwhich this report isbeing
prepared;



b)designedsuchinternalcontroloverfinancialreporting,orcausedsuchinternalcontroloverfinancialreportingtobe designedunder my supervision,
to provide reasonableassurance regardingthe reliability of financial reporting
and the preparation offinancial statements for external
purposes in accordance with generally
accepted accounting principles;



c)evaluatedtheeffectiveness
oftheregistrant’s disclosurecontrols andprocedures andpresentedinthis reportmyconclusionsabouttheeffectivenessofthedisclosurecontrolsandprocedures,asoftheendoftheperiodcoveredby thisreport basedonsuchevaluation; and



d)disclosedinthisreportanychangeinregistrant’sinternalcontroloverfinancialreportingthatoccurredduring the registrant’s
most recent fiscal
quarter (the registrant’s fourth
fiscal quarter in the case ofthe annual report) that has
materially affected, or
is reasonably likely to materiallyaffect, the registrant’s
internalcontrol over
financial reporting; and



| | 5. | Ihavedisclosed,basedonmymostrecentevaluationofinternalcontroloverfinancialreporting,totheregistrant’s auditors
andtheaudit committeeofregistrant’sboardof
directors (orpersons performingthe equivalentfunctions): a)allsignificantdeficiencies andmaterial weaknesses in
the design oroperation
of internal control over
financialreporting
whicharereasonablylikely to adverselyaffecttheregistrant’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:GermanRivero-Zerpa,President, SecretaryandPrincipalFinancialOfficer

Dated:December 1,2014









EXHIBIT32.1

CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICER
ANDPRINCIPALFINANCIALOFFICERPURSUANTTO
18U.S.C.SECTION1350,ASADOPTEDPURSUANTTOSECTION906OFTHESARBANES-OXLEYACTOF2002

InconnectionwiththeReportofOceanusAcquisitionCorp.(the“Company”)onForm10-QfortheperiodendedJune30,2014asfiledwiththeSecuritiesandExchangeCommissiononthedatehereof(the “Report”),I,
German Rivero-Zerpa, certify,
pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes- OxleyActof 2002,that:





| | (1) | TheReportfullycomplieswiththerequirementsofSection13(a)or15(d)oftheSecuritiesExchangeActof1934;and
| | --- | --------------------------------------------------------------------------------------------------



| | (2) | TheinformationcontainedintheReportfairlypresents,inallmaterialrespects,thefinancialconditionandresultsofoperationsoftheCompany.
| | --- | -------------------------------------------------------------------------------------------------------------------------------





By:GermanRivero-Zerpa,President, SecretaryandPrincipalFinancialOfficer

Dated:December 1,2014