UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
COMMON STOCK, $0.0001 PAR VALUE
To be applied
CUSIP NUMBER
William Tay
2000 Hamilton Street, #943
Philadelphia, PA 19130
Telephone/Fax: (215) 405-8018
E-mail: william.tay@hotmail.com
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 18, 2013
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
The reason for filing this amendment is to file the Exhibit listed under Item 7 that was not filed with the original filing.
| (1) | Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (entities only): |
| William Tay |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) o |
| (b) o |
| (3) | SEC Use Only |
| (4) | Source of Funds (See Instructions) N/A |
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| (6) | Citizenship or Place of Organization: |
| United States |
| Number | (7) | Sole Voting Power |
| of Shares | 0 | |
| Beneficially | ||
| Owned by | (8) | Shared Voting Power: |
| Each | 0 | |
| Reporting | ||
| Person | (9) | Sole Dispositive Power: |
| With | 0 | |
| (10) | Shared Dispositive Power: | |
| 0 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 0 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| o |
| (13) | Percent of Class Represented by Amount in Row (11): 0% |
| (14) | Type of Reporting Person: IN |
ITEM 1. SECURITY AND ISSUER.
Attn: Mr. German Rivero-Zerpa, President
of Oceanus Acquisition Corp.
c/o Brilla Financial Holdings
120 NE 27th Street, Suite # 500
Miami, FL 33137
ITEM 2. IDENTITY AND BACKGROUND.
| (a) | Name: William Tay |
| (b) | Address: 2000 Hamilton Street, #943 | ||
| Philadelphia, PA 19130 | |||
| (c) | Business consultant and private investor. |
| (d) | None. |
| (e) | None. |
| (f) | Citizenship: U.S. |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person, Mr. William Tay, sold 31,390,000 shares of the Issuer in a private transaction to Brilla Financial Holdings of Miami, FL (“Brilla”), and received the sum of $40,000 in cash. After the sale, Mr. Tay owns no shares of the common stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was for a change in control of the Issuer, based on a private sale of 31,390,000 shares of common stock of the Issuer by Reporting Person Mr. William Tay to Brilla. The transaction closed on March 18, 2013.
As part of the acquisition and pursuant to the Share Purchase Agreement, the following changes to the Issuer's directors and officers has occurred on March 18, 2013: 1) William Tay resigned as the Issuer's President, Secretary and Treasurer, effective March 18, 2013, 2) Mr. German Rivero-Zerpa was appointed as the Company's new President, Secretary, Treasurer and Director, effective as of March 18, 2013 and 3) Mr. Tay then resigned as a member of the Board of Directors of the Issuer, effective March 18, 2013.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
William Tay beneficially owns no shares of the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in this Schedule 13D/A, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Share Purchase Agreement, dated March 15, 2013, between William Tay, Oceanus Acquisition Corp. and Brilla Financial Holdings.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Signature: | ||
| Dated: March 20, 2013 | ||
| By: | /s/ William Tay | |
| William Tay | ||
