UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2015
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 333-194070

 

ROMULUS CORP.

(Exact name of registrant as specified in its charter)

 

7993

(Primary Standard Industrial

Classification Code Number)

 

Nevada (State or Other Jurisdiction of Incorporation or Organization)

80-0922058 (IRS Employer Identification No.)

 

ROMULUS CORP.

76 Playfair Road, #03-06 LHK2 Building

Singapore 367996

Tel. +65 6287 5955

(Address and telephone number of principal executive offices)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to post such files).

YES x NO ¨

 

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

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). YES x NO ¨

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,020,000 as of January 12, 2015.

 

 

TABLE OF CONTENTS

 

 

PART I FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (UNAUDITED)	2
	CONDENSED BALANCE SHEETS	3
	CONDENSED STATEMENTS OF OPERATIONS	4
	CONDENSED  STATEMENTS OF CASH FLOWS	5
	NOTES TO CONDENSED FINANCIAL STATEMENTS	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4	MINE SAFETY DISCLOSURES	11
ITEM 5	OTHER INFORMATION	11
ITEM 6	EXHIBITS	12
	SIGNATURES	13

 

  

ROMULUS CORP.
CONDENSED BALANCE SHEETS

 

  

		November 30, 2015				August 31, 2015
		(Unaudited)				(Audited)
ASSETS
Current Assets
Cash		$	0			$	0
Total assets		$	0			$	0
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Loan from shareholder		$	11,715			$	7,875
Accounts payable			2,792				890
Total liabilities			14,507				8,765
Stockholders’ Deficit
Common stock, $0.001 par value, 75,000,000 shares authorized;
11,020,000 issued and outstanding			11,020				11,020
Additional paid-in-capital			35,392				35,392
Accumulated Deficit			(60,919	)			(55,177	)
Total stockholders’ deficit			(14,507	)			(8,765	)
Total liabilities and stockholders’ deficit		$	0			$	0

 

 

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

 

  

ROMULUS CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

  

 

			For the three months ended				For the three months ended
			November 30, 2015				November 30, 2014
Expenses
General and administrative expenses		$	5,742			$	17,329
Loss from operations			(5,742	)			(17,329	)
Net loss		$	(5,742	)		$	(17,329	)
Loss per common share – Basic and Diluted		$	(0.00	)		$	(0.00	)
Weighted Average Number of Common Shares Outstanding-Basic and Diluted			11,020,000				11,020,000

 

 

 

   

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

 

 

ROMULUS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

 

		For the three months ended				For the three months ended
		November 30, 2015				November 30, 2014
Operating Activities
Net loss		$	(5,742	)		$	(17,329	)
Increase in accounts payable		$	1,902			$	0
Net cash used in operating activities		$	(3,840	)		$	(17,329	)
Financing Activities
Proceeds from loan from shareholder		$	3,840			$	0
Net cash provided by financing activities		$	3,840			$	0
Net decrease in cash		$	0			$	(17,329	)
Cash at beginning of the period		$	0			$	23,969
Cash at end of the period		$	0			$	6,640
Supplemental cash flow information:
Interest paid		$	0			$	0
Income taxes paid		$	0			$	0

  

  

 

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

 

 

ROMULUS CORP.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

November 30, 2015

 

 

NOTE 1 - BASIS OF PRESENTATION

  

Organization and Description of Business

 

ROMULUS CORP. (the “Company”) was incorporated under the laws of the State of Nevada on April 16, 2013. The Company was originally formed to commence operations in the business of placing and operating coin operated machines. Since inception through November 30, 2015 the Company has not generated any revenue and has accumulated losses of $60,919.

   

On March 23, 2015, Artem Rusakov sold 8,000,000 shares of the Company’s common stock, representing all of the shares of the Company’s common stock owned by Mr. Rusakov, to Eastwin Capital Pte Ltd (“Eastwin”).

   

Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $60,919 as of November 30, 2015 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

   

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

  

The accompanying condensed financial statement do not contain any adjustment to reflect possible future effects on the classification of assets or the amounts and classification of liability that may result should the Company be unable to continue as going concern.

   

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”).  The Company has adopted an August 31 fiscal year end.

   

Cash

 

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. As of November 30, 2015 and 2014, the Company did not have cash equivalents.

   

Basic and Diluted Loss Per Share

 

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

 

Dividends

 

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

  

Recent accounting pronouncements

 

In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company’s early adoption of the new standard did not have a material effect on the Company’s financial position or results of operations.

  

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15 effective with these financial statements. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 1.

   

Use of Estimates

 

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

   

NOTE 2 – COMMON STOCK

   

During the year ended August 31, 2014, the Company issued 3,020,000 shares of its common stock at $0.01 per share for total proceeds $30,200. As of November 30, 2015, the Company has 11,020,000 shares issued and outstanding. On March 23, 2015, Artem Rusakov sold 8,000,000 shares of the Company’s common stock, representing all of the shares of the Company’s common stock owned by Mr Rusakov, to Eastwin

 

 

NOTE 3 – INCOME TAXES

 

As of November 30, 2015 the Company had net operating loss carry forwards of $60,919 that may be available to reduce future years’ taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

   

The Tax Reform Act of 1986 and the California Conformity Act of 1987 impose substantial restrictions on the utilization of net operating loss and tax credit carry forwards in the event of an “ownership change,” as defined by the Internal Revenue Code. Any such ownership change could significantly limit the Company’s ability to utilize its tax carry forward.

   

NOTE 4 – RELATED PARTY TRANSACTIONS

   

As of November 30, 2015 total loan amount was $11,715 from its major shareholder, Eastwin. The loan is non-interest bearing, due upon demand and unsecured.

  

NOTE 5 – SUBSEQUENT EVENTS

 

On December 23, 2015, Eastwin sold 8,000,000 shares of the Company’s common stock to Perry Esculier, a director and shareholder of Natural Resource Corporation (“NRC”) and the Chief Executive Officer of M-Power Food Industries Pte Ltd., a subsidiary of “NRC.

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

General

 

Romulus Corp. was incorporated in the State of Nevada on April 16, 2013 and established a fiscal year end of August 31. We do not have revenues, have minimal assets and have incurred losses since inception. We were originally formed to commence operations in the business of placing and operating boxing machines.

 

During the period ended February 28, 2015, Artem Rusakov, the principal shareholder of the Company, determined the Company would no longer pursue this business plan. On March 23, 2015, Artem Rusakov sold 8,000,000 shares of the Company’s common stock, representing all of the shares of the Company’s common stock owned by Mr. Rusakov, to Eastwin Capital Pte Ltd (“Eastwin”). Upon closing of that purchase, Eastwin removed Mr. Rusakov as a director and officer of the Company and appointed Ser Miang Chua as a director, Chief Executive Officer and President and David Chong as a director, Vice President, Secretary and Treasurer. Also on March 23, 2015, the Company entered into an Agreement and Plan of Merger and Reorganization pursuant to which its wholly-owned subsidiary, Romulus Merger Sub, Inc., a Delaware corporation incorporated on March 20, 2015, will merge with and into Natural Resources Corporation, a Delaware corporation (“NRC”), as a result of which, NRC will be the surviving corporation and a wholly-owned subsidiary of the Company. In the aggregate, holders of the shares of NRC’s common stock will receive approximately 124,000,000 common shares of the Company in exchange for all of the outstanding shares of NRC’s common stock. As a result of the Merger, NRC will be a wholly-owned subsidiary of the Company. As of the date of this report, the merger between Romulus Merger Sub, Inc. and NRC has not been consummated.

 

On December 23, 2015, Eastwin sold 8,000,000 shares of the Company’s common stock to Perry Esculier, a director and shareholder of NRC and the Chief Executive Officer of M-Power Food Industries Pte Ltd., a subsidiary of NRC. In connection with the sale of the shares to Mr. Esculier, the directors of the Company, Ser Miang Chua and David Chong, were removed and replaced by Perry Esculier who was also appointed as the President, Secretary and Treasurer of the Company.

  

RESULTS OF OPERATION

 

We have not generated any revenue to date. We have incurred recurring losses to date. Our condensed unaudited interim financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

  

THREE MONTH PERIOD ENDED NOVEMBER 30, 2015 COMPARED TO THE THREE MONTH PERIOD ENDED NOVEMBER 30, 2014

 

Our net loss for the three month period ended November 30, 2015 was $5,742 compared to a net loss of $17,329 during the three month period ended November 30, 2014. During the three month periods ended November 30, 2015 and 2014 we did not generate any revenue.

 

During the three month period ended November 30, 2015, we incurred general and administrative expenses of $5,742 compared to $17,329 incurred during the three month period ended November 30, 2014. General and administrative expenses incurred were lesser during the three month period ended November 30, 2015 and were generally related to financial and administrative contracted services, such as legal and accounting expenses.

 

  

LIQUIDITY AND CAPITAL RESOURCES

 

THREE MONTH PERIOD ENDED NOVEMBER 30, 2015

 

As of November 30, 2015, our current assets were $0 compared to $0 in current assets as of August 31, 2015. As of November 30, 2015, our current liabilities were $14,507 which were comprised of advances from our director of $11,715 and accounts payable of $2,792. As of August 31, 2015, our current liabilities were $8,765 which were comprised of advances from a Director of $7,875 and accounts payable of $890.

 

Stockholders’ deficit was $14,507 as of November 30, 2015 compared to stockholder’s deficit of $8,765 as of August 31, 2015.

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the three month period ended November 30, 2015, net cash flows used in operating activities was $3,840 consisting of a net loss of $5,742 and an increase in accounts payable of $1,902. For the three month period ended November 30, 2014, net cash flows used in operating activities was $17,329 consisting of a net loss of $17,329.

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

We have financed our operations primarily from either advances from shareholders or the issuance of equity instruments. For the three month period ended November 30, 2015 net cash provided by financing activities was $3,840, received from proceeds by way of loan from our previous director. For the three month period ended November 30, 2014, we did not generate any cash flows from financing activities.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

 

We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

  

MATERIAL COMMITMENTS

 

As of November 30, 2015, we had no material commitments.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

As of November 30, 2015, we do not intend to purchase any significant equipment during the next twelve months.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' audit report accompanying our August 31, 2015 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $60,919 as of November 30, 2015 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

 

  

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors and/or private placement of common stock.

 

The accompanying condensed financial statement do not contain any adjustment to reflect possible future effects on the classification of assets or the amounts and classification of liability that may result should the Company be unable to continue as going concern.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

No report required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

  

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2015. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended November 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

  

ITEM 6. EXHIBITS

 

Exhibits:

 

31.1 †	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 ‡	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as signed by the Principal Executive Officer and Principal Financial Officer
101.INS†	XBRL Instance Document
101.SCH†	XBRL Schema Document
101.CAL†	XBRL Calculation Linkbase Document
101.DEF†	XBRL Definition Linkbase Document
101.LAB†	XBRL Label Linkbase Document
101.PRE†	XBRL Presentation Linkbase Document

  

†	Filed herewith.

 

‡	Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURES

 

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

 

	ROMULUS CORP.
Dated: January 27, 2016	By: /s/ Perry Esculier
	Perry Esculier
	President, Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer)