ITEM
1. FINANCIAL STATEMENTS
ROMULUS
CORP.
CONDENSED BALANCE SHEETS
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February 29, 2016
(Unaudited)
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August 31, 2015
(Audited)
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ASSETS
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Current Assets
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Cash
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$
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0
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$
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0
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Total assets
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$
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0
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$
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0
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current Liabilities
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Loan from shareholder
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$
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14,215
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$
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7,875
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Accounts payable
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3,719
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890
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Total liabilities
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17,934
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8,765
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Stockholders’ Deficit
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Common stock, $0.001 par value, 75,000,000 shares authorized; 11,020,000 issued and outstanding
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11,020
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11,020
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Additional paid-in-capital
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35,392
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35,392
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Accumulated Deficit
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(64,346
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)
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(55,177
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Total stockholders’ deficit
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(17,934
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)
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(8,765
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Total liabilities and stockholders’ deficit
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$
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0
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$
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0
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The accompanying notes are an integral part
of these condensed unaudited interim financial statements.
ROMULUS CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months
ended
February 29, 2016
(unaudited)
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For the three months
ended
February 28, 2015
(unaudited)
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For the six months
ended
February 29, 2016
(unaudited)
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For the six months
ended
February 28, 2015
(unaudited)
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Expenses
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General and administrative expenses
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$
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3,427
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$
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8,046
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$
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9,169
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$
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25,375
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Loss from operations
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(3,427
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)
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(8,046
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)
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(9,169
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)
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(25,375
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)
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Net loss
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$
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(3,427
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)
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$
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(8,046
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)
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$
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(9,169
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)
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$
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(25,375
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)
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Loss per common share – Basic and Diluted
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted Average Number of Common Shares Outstanding-Basic and Diluted
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11,020,000
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11,020,000
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11,020,000
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11,020,000
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The accompanying notes are an integral part
of these condensed unaudited interim financial statements.
ROMULUS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the six months ended
February 29, 2016
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For the six months ended
February 28, 2015
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Net loss
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$
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9,169
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$
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25,375
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Increase in accounts payable
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$
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2,829
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$
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0
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Net cash used in operating activities
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$
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(6,340
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)
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$
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(25,375
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)
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Proceeds from loan from shareholder
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$
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6,340
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$
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2,646
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Net cash provided by financing activities
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$
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6,340
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$
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2,646
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Net decrease in cash
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$
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0
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22,729
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Cash at beginning of the period
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$
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0
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$
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23,969
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Cash at end of the period
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$
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0
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$
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1,240
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Supplemental cash flow information:
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Interest paid
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$
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0
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$
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0
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Income taxes paid
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$
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0
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$
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0
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The accompanying notes are an integral part
of these condensed unaudited interim financial statements.
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.
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.
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.
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.
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.
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.