**EXHIBIT 31.1**

 

 

**OCEANUS ACQUISITION CORP.**

**OFFICER'S CERTIFICATE PURSUANT TOSECTION 302**

 

I, German Rivero-Zerpa, the PrincipalExecutive Officer of Oceanus Acquisition Corp., certify that:

 

1.   I have reviewed thisForm 10-K of Oceanus Acquisition Corp.;

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

3. Based on my knowledge, thefinancial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’sother certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

b. Designed such internal controlover financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c. Evaluated the effectivenessof the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof 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 anychange in the small business issuer's internal control over financial reporting that occurred during the small business issuer'sfourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internalcontrol over financial reporting; and

5. The small business owner’sother certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting,to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performingthe equivalent functions):

a. All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the small business issuer'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 small business issuer's internal control over financialreporting. 

 

Dated: May 27, 2014

 

By: /s/ German Rivero-Zerpa

German Rivero-Zerpa

Chief Executive Officer

(Principal Executive Officer)

 

 

 

**EXHIBIT 31.2**

 

 

**OCEANUS ACQUISITION CORP.**

**OFFICER'S CERTIFICATE PURSUANT TOSECTION 302**

 

I, German Rivero-Zerpa, the PrincipalFinancial Officer of Oceanus Acquisition Corp., certify that:

 

1.   I have reviewed thisForm 10-K of Oceanus Acquisition Corp.;

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

3. Based on my knowledge, thefinancial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’sother certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the small business issuer and have:

a. Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

b. Designed such internal controlover financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c. Evaluated the effectivenessof the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectivenessof 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 anychange in the small business issuer's internal control over financial reporting that occurred during the small business issuer'sfourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internalcontrol over financial reporting; and

5. The small business owner’sother certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting,to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performingthe equivalent functions):

a. All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the small business issuer'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 small business issuer's internal control over financialreporting.

 

Dated: May 27, 2014

 

 

By: /s/ German Rivero-Zerpa

German Rivero-Zerpa

Chief Financial Officer

(Principal Financial Officer)