10-Q

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 29, 2016
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 April 19, 2016.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS (UNAUDITED)	3
	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 1A	RISK FACTORS	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

2

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ROMULUS CORP.
CONDENSED BALANCE SHEETS

	February 29, 2016  (Unaudited)			August 31, 2015  (Audited)
ASSETS
Current Assets
Cash	$	0		$	0
Total assets	$	0		$	0
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Loan from shareholder	$	14,215		$	7,875
Accounts payable		3,719			890
Total liabilities		17,934			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		(64,346	)		(55,177	)
Total stockholders’ deficit		(17,934	)		(8,765	)
Total liabilities and stockholders’ deficit	$	0		$	0

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

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ROMULUS CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	For the three months ended February 29, 2016   (unaudited)			For the three months ended   February 28, 2015   (unaudited)			For the six months ended   February 29, 2016   (unaudited)			For the six months ended   February 28, 2015   (unaudited)
Expenses
General and administrative expenses	$	3,427		$	8,046		$	9,169		$	25,375
Loss from operations		(3,427	)		(8,046	)		(9,169	)		(25,375	)
Net loss	$	(3,427	)	$	(8,046	)	$	(9,169	)	$	(25,375	)
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			11,020,000			11,020,000			11,020,000

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

4

ROMULUS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the six months ended February 29, 2016			For the six months ended February 28, 2015
Net loss	$	9,169		$	25,375
Increase in accounts payable	$	2,829		$	0
Net cash used in operating activities	$	(6,340	)	$	(25,375	)
Proceeds from loan from shareholder	$	6,340		$	2,646
Net cash provided by financing activities	$	6,340		$	2,646
Net decrease in cash	$	0			22,729
Cash at beginning of the period	$	0		$	23,969
Cash at end of the period	$	0		$	1,240
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.

5

ROMULUS CORP.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

February 29, 2016

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 29, 2016 the Company has not generated any revenue and has accumulated losses of $64,346.

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”).

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.

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 $64,346 as of February 29, 2016 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 February 29, 2016 and February 28, 2015, 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 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. 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.

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NOTE 3 – INCOME TAXES

As of February 29, 2016 the Company had net operating loss carry forwards of $64,346 that may be available to reduce future years’ taxable income through 2036. 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 February 29, 2016 total loan amount was $14,215 from its previous major shareholder, Eastwin. The loan is non-interest bearing, due upon demand and unsecured.

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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. 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, as the sole director, 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 FEBRUARY 29, 2016 COMPARED TO THE THREE MONTH PERIOD ENDED FEBRUARY 28, 2015

Our net loss for the three month period ended February 29, 2016 was $3,427 compared to a net loss of $8,046 during the three month period ended February 28, 2015. During the three month periods ended February 29, 2016 and February 28, 2015 we did not generate any revenue.

During the three month period ended February 29, 2016, we incurred general and administrative expenses of $3,427 compared to $8,046 incurred during the three month period ended February 28, 2015. General and administrative expenses were generally related to financial and administrative contracted services, such as legal and accounting expenses.

SIX MONTH PERIOD ENDED FEBRUARY 29, 2016 COMPARED TO THE SIX MONTH PERIOD ENDED FEBRUARY 28, 2015

Our net loss for the six month period ended February 29, 2016 was $9,169 compared to a net loss of $25,375 during the six month period ended February 28, 2015. During the six month periods ended February 29, 2016 and February 28, 2015 we did not generate any revenue.

During the six month period ended February 29, 2016, we incurred general and administrative expenses of $9,169 compared to $25,375 incurred during the six month period ended February 28, 2015. General and administrative expenses were generally related to financial and administrative contracted services, such as legal and accounting expenses.

9

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTH AND THREE MONTH PERIOD ENDED FEBRUARY 29, 2016 

As of February 29, 2016, our current assets were $0 compared to $0 in current assets as of August 31, 2015. As of February 29, 2016, our current liabilities were $17,934 which comprised of advances from Eastwin of $14,215 and accounts payable of $3,719. As of August 31, 2015, our current liabilities were $8,765, which comprised of advances from Eastwin of $7,875 and accounts payable of $890. As of November 30, 2015, our current liabilities were $14,507, which comprised of advances from Eastwin of $11,715 and accounts payable of $2,792.

Stockholders’ deficit was $17,934 as of February 29, 2016 compared to stockholder’s deficit of $8,765 as of August 31, 2015 and $14,507 as of November 30, 2015.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the six month period ended February 29, 2016, net cash flows used in operating activities was $6,340 consisting of a net loss of $9,169 and an increase in accounts payable of $2,829. 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.

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 29, 2016, net cash provided by financing activities was $6,340, received from proceeds by way of loan from Eastwin. 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 previous director.

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 February 29, 2016, we had no material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

As of February 29, 2016, 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 $64,346 as of February 29, 2016 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.

10

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 February 29, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not 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.

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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.

12

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: May 9, 2016	By:	/s/ Perry Esculier
		Perry Esculier
		President, Secretary and Treasurer
		(Principal Executive Officer and Principal Financial Officer)

13

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302(a)

OF THE SARBANES-OXLEY ACT OF 2002

I, Perry Esculier, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended February 29, 2016, 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: May 9, 2016	By:	/s/ Perry Esculier
		Perry Esculier President, Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer)

EX-32.1

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 29, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Perry Esculier, Principal Executive Officer and 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: May 9, 2016	By:	/s/ Perry Esculier
		Perry Esculier Principal Executive Officer and 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.

XML

Document And Entity Information - shares	6 Months Ended
	Feb. 29, 2016	Apr. 19, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 29, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Entity Registrant Name	ROMULUS CORP.
Entity Central Index Key	0001585149
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	RMLS
Entity Common Stock, Shares Outstanding		11,020,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Feb. 29, 2016	Aug. 31, 2015
Current Assets
Cash	$ 0	$ 0
Total assets	0	0
Current Liabilities
Loan from shareholder	14,215	7,875
Accounts payable	3,719	890
Total liabilities	17,934	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	(64,346)	(55,177)
Total stockholders' deficit	(17,934)	(8,765)
Total liabilities and stockholders' deficit	$ 0	$ 0

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CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares	Feb. 29, 2016	Aug. 31, 2015
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares, Issued	11,020,000	11,020,000
Common Stock, Shares, Outstanding	11,020,000	11,020,000

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CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Feb. 29, 2016	Feb. 28, 2015	Feb. 29, 2016	Feb. 28, 2015
Expenses
General and administrative expenses	$ 3,427	$ 8,046	$ 9,169	$ 25,375
Loss from operations	(3,427)	(8,046)	(9,169)	(25,375)
Net loss	$ (3,427)	$ (8,046)	$ (9,169)	$ (25,375)
Loss per common share - Basic and Diluted (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted (in shares)	11,020,000	11,020,000	11,020,000	11,020,000

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Feb. 29, 2016	Feb. 28, 2015
Net loss	$ 9,169	$ 25,375
Increase in accounts payable	2,829	0
Net cash used in operating activities	(6,340)	(25,375)
Proceeds from loan from shareholder	6,340	2,646
Net cash provided by financing activities	6,340	2,646
Net decrease in cash	0	22,729
Cash at beginning of the period	0	23,969
Cash at end of the period	0	1,240
Supplemental cash flow information:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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BASIS OF PRESENTATION

6 Months Ended

Feb. 29, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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 29, 2016 the Company has not generated any revenue and has accumulated losses of $64,346.

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”).

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.

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 $64,346 as of February 29, 2016 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 February 29, 2016 and February 28, 2015, 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.

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COMMON STOCK

6 Months Ended

Feb. 29, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

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. 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.

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INCOME TAXES

6 Months Ended

Feb. 29, 2016

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 3 – INCOME TAXES

As of February 29, 2016 the Company had net operating loss carry forwards of $64,346 that may be available to reduce future years’ taxable income through 2036. 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.

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RELATED PARTY TRANSACTIONS

6 Months Ended

Feb. 29, 2016

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 4 – RELATED PARTY TRANSACTIONS

As of February 29, 2016 total loan amount was $14,215 from its previous major shareholder, Eastwin. The loan is non-interest bearing, due upon demand and unsecured.

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Feb. 29, 2016

Accounting Policies [Abstract]

Organization And Description Of Business [Policy Text Block]

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 29, 2016 the Company has not generated any revenue and has accumulated losses of $64,346.

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”).

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.

Going Concern [Policy Text Block]

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 $64,346 as of February 29, 2016 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.

Basis of Accounting, Policy [Policy Text Block]

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 and Cash Equivalents, Policy [Policy Text Block]

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 February 29, 2016 and February 28, 2015, the Company did not have cash equivalents.

Earnings Per Share, Policy [Policy Text Block]

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.

Policyholders' Dividend, Policy [Policy Text Block]

Dividends

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

Income Tax, Policy [Policy Text Block]

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.

New Accounting Pronouncements, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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.

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BASIS OF PRESENTATION (Details Textual) - USD ($)	1 Months Ended		6 Months Ended
	Dec. 23, 2015	Mar. 23, 2015	Feb. 29, 2016	Aug. 31, 2015
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Accumulated Deficit			$ (64,346)	$ (55,177)
Entity Incorporation, Date of Incorporation			Apr. 16, 2013
Entity Incorporation, State Country Name			Nevada
Stock Issued During Period, Shares, New Issues		8,000,000
Perry Esculier [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Stock Issued During Period, Shares, New Issues	8,000,000

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COMMON STOCK (Details Textual) - USD ($)	1 Months Ended		12 Months Ended
	Dec. 23, 2015	Mar. 23, 2015	Aug. 31, 2014	Feb. 29, 2016	Nov. 30, 2015	Aug. 31, 2015
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		8,000,000
Common Stock, Par or Stated Value Per Share				$ 0.001		$ 0.001
Proceeds from Issuance of Common Stock			$ 30,200
Common Stock, Shares, Issued				11,020,000	11,020,000	11,020,000
Common Stock, Shares, Outstanding				11,020,000	11,020,000	11,020,000
Perry Esculier [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	8,000,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			3,020,000
Common Stock, Par or Stated Value Per Share			$ 0.01

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INCOME TAXES (Details Textual)	6 Months Ended
	Feb. 29, 2016 USD ($)
Income Tax [Line Items]
Operating Loss Carryforwards	$ 64,346
Operating Loss Carryforwards, Expiration Date	Feb. 28, 2036

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RELATED PARTY TRANSACTIONS (Details Textual)	Feb. 29, 2016 USD ($)
Related Party Transaction [Line Items]
Due from Officers or Stockholders, Current	$ 14,215