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 FEBRUARY 28, 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.
6 Battery Road, # 10-01
Singapore 049909
Tel. +65 6381 6966
(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 April 9, 2015.
Table of Contents
| 2 |
CONDENSED BALANCE SHEETS
| FEBRUARY 28, 2015 (Unaudited) | AUGUST 31, 2014 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,240 | $ | 23,969 | ||||
| Total assets | $ | 1,240 | $ | 23,969 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Loan from shareholder | $ | 9,452 | $ | 6,806 | ||||
| Accounts payable | 100 | 100 | ||||||
| Total liabilities | 9,552 | 6,906 | ||||||
| Stockholders’ Equity (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 | 27,180 | 27,180 | ||||||
| Accumulated Deficit | (46,512 | ) | (21,137 | ) | ||||
| Total stockholders’ equity (deficit) | (8,312 | ) | 17,063 | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 1,240 | $ | 23,969 | ||||
The accompanying notes are an integral part of these condensed interim financial statements.
| 3 |
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended February 28, 2015 | For the three months ended February 28, 2014 | For the six months ended February 28, 2015 | For the six months ended February 28, 2014 | |||||||||||||
| Expenses | ||||||||||||||||
| General and administrative expenses | $ | 8,046 | $ | 3,385 | $ | 25,375 | $ | 9,685 | ||||||||
| Loss from operations | (8,046 | ) | (3,385 | ) | (25,375 | ) | (9,685 | ) | ||||||||
| Net loss | $ | (8,046 | ) | $ | (3,385 | ) | $ | (25,375 | ) | $ | (9,685 | ) | ||||
| Loss per common share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted Average Number of Common Shares Outstanding-Basic and Diluted | 11,020,000 | 8,000,000 | 11,020,000 | 8,000,000 | ||||||||||||
The accompanying notes are an integral part of these condensed interim financial statements.
| 4 |
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the six months ended February 28, 2015 | For the six months ended February 28, 2014 | |||||||
| Operating Activities | ||||||||
| Net loss | $ | (25,375 | ) | $ | (9,685 | ) | ||
| Net cash used in operating activities | (25,375 | ) | (9,685 | ) | ||||
| Financing Activities | ||||||||
| Proceeds from loan from shareholder | 2,646 | 4,000 | ||||||
| Net cash provided by financing activities | 2,646 | 4,000 | ||||||
| Net decrease in cash | (22,729 | ) | (5,685 | ) | ||||
| Cash at beginning of the period | 23,969 | 8,094 | ||||||
| Cash at end of the period | $ | 1,240 | $ | 2,409 | ||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of these condensed interim financial statements.
| 5 |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FEBRUARY 28, 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 February 28, 2015 the Company has not generated any revenue and has accumulated losses of $46,512.
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 $46,512 as of February 28, 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 existing cash on hand and 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. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. As of February 28, 2015 and 2014 the Company's bank deposits did not exceed the insured amounts. As of February 28, 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.
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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 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 February 28, 2015, the Company has 11,020,000 shares issued and outstanding.
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NOTE 3 – INCOME TAXES
As of February 28, 2015 the Company had net operating loss carry forwards of $46,512 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.
NOTE 4 – RELATED PARTY TRANSACTIONS
As of February 28, 2015 total loan amount was $9,452 from shareholders. The loan is non-interest bearing, due upon demand and unsecured.
NOTE 5 – SUBSEQUENT EVENTS
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.
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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. Instead, Mr. Rusakov entered into negotiations with Eastwin Capital Pte Ltd for the disposition of his controlling interest in the Company in connection with a potential business combination with an operating business, as further described at Note 5 to the financial statements “Subsequent Events”.
RESULTS OF OPERATION
We have not generated any revenue to date. We have incurred recurring losses to date. Our 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.
SIX Month Period Ended February 28, 2015 Compared to the six month period ended February 28, 2014
Our net loss for the six month period ended February 28, 2015 was $25,375 compared to a net loss of $9,685 during the six month period ended February 28, 2014. During the six month periods ended February 28, 2015 and 2014 we did not generate any revenue.
During the six month period ended February 28, 2015, we incurred general and administrative expenses of $25,375 compared to $9,685 incurred during the six month period ended February 28, 2014. General and administrative expenses incurred during the six month period ended February 28, 2015 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.
| 9 |
Liquidity and Capital Resources
SIX Month Period Ended February 28, 2015
As of February 28, 2015, our current assets were $1,240 compared to $23,969 in current assets at August 31, 2014. Current assets were comprised of $1,240 in cash. As of February 28, 2015, our current liabilities were $9,552 which were comprised of advances from our sole director and accounts payable of $100.
Stockholders’ deficit was $8,312 as of February 28, 2015 compared to stockholder’s equity of $17,063 as of August 31, 2014.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the six month period ended February 28, 2015, net cash flows used in operating activities was $25,375 consisting of a net loss of $25,375. Net cash flows used in operating activities was $9,685 for the six month period ended February 28, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advances from shareholders or the issuance of equity instruments. For the six month period ended February 28, 2015 net cash provided by financing activities was $2,646, received from proceeds by way of loan from our sole director. For the six month period ended February 28, 2014 net cash provided by financing activities was $4,000, received from proceeds by way of loan from our sole director.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. 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.
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MATERIAL COMMITMENTS
As of February 28, 2015, we had no material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
As of February 28, 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, 2014 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.
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 February 28, 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 February 28, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 11 |
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
As of February 28, 2015, the Company has 8,000,000 unregistered common shares issued and outstanding (the “Unregistered Shares”). The Unregistered Shares were sold on July 19, 2013 to Artem Rusakov for a total aggregate purchase price of $8,000, or $0.001 per share. The sale of the Unregistered Shares are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. Proceeds from the sale of the Unregistered Shares were used for general and administrative expenses.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
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 | |
| 31.2 † | Certification of Principal Financial 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 | |
| 32.2 ‡ | 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 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
| 12 |
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: April 14, 2015 | By: /s/ Ser Miang Chua |
| Ser Miang Chua | |
| President and Chief Executive Officer |
| 13 |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, Ser Miang Chua, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2015, of Romulus Corp.; |
| 2. | 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; |
| 3. | 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; |
| 4. | The registrant’s other certifying officer(s) and I are 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 have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 the 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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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. |
| Date: April 14, 2015 | By: | /s/ Ser Miang Chua | |
|
Ser Miang Chua Principal Executive Officer | |||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002
I, David Chong, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2015, of Romulus Corp.; |
| 2. | 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; |
| 3. | 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; |
| 4. | The registrant’s other certifying officer(s) and I are 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 have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 our 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 the 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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting/ |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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. |
| Date: April 14, 2015 | By: | /s/ David Chong | |
| David Chong | |||
| Principal Financial Officer |
Exhibit 32.1
CERTIFICATION 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 Quarterly Report on Form 10-Q of Romulus Corp. (the “Company”) for the quarter ended February 28, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ser Miang Chua, Principal Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §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 (15 U.S.C. §78m or §78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: April 14, 2015 | By: | /s/ Ser Miang Chua | |
|
Ser Miang Chua Principal Executive Officer |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION 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 Quarterly Report on Form 10-Q of Romulus Corp. (the “Company”) for the quarter ended February 28, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Chong, Principal Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §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 (15 U.S.C. §78m or §78o(d)); and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: April 14, 2015 | By: | /s/ David Chong | |
|
David Chong Principal Financial Officer |
This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.