UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2020

Or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 333-194070

 

xQUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ROMULUS CORP.
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2015
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934(Exact name of registrant as specified in its charter)

 

Commission File No. 333-194070

ROMULUS CORP.

(Exact name of registrant as specified in its charter)

7993

(Primary Standard Industrial

Classification Code Number)

Nevada

80-0922058

(State or Other Jurisdictionother jurisdiction of

Incorporationincorporation or Organization)organization)

80-0922058

(IRSI.R.S. Employer

Identification No.)

 

6770
(Primary Standard Industrial Classification Code Number)

ROMULUS CORP.

1185 Avenue of the Americas3rd FloorNew York,
New York10036
(Address of principal executive offices)(Zip Code)

76 Playfair Road, #03-06 LHK2 Building

Singapore367996

Tel. +656287 5955

(Address andRegistrant’s telephone number, including area code (646) 768 -8417

Securities registered pursuant to Section 12(b) of principal executive offices)the Act:

Title of each classTrading Symbol(s)

Name of exchange

on which registered

N/AN/AN/A

 

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.

YESx NO¨ ☐ Yes ☒ 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 postsubmit such files).

YESx NO¨ ☐ Yes ☒ 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, or emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,“smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerAccelerated filer
Non-accelerated FilerSmaller reporting company
Emerging growth company

Large accelerated filer¨

Accelerated filer¨

Non-accelerated filer¨

Smaller reportingIf an emerging growth company,x indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESx NO¨Act.) Yes ☒ No ☐

 

State theThe number of shares outstanding of each of the issuer’s classes ofregistrant’s common equity,stock as of the latest practicable date: June 3, 2021 was 11,020,000 as of January 12, 2015. shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 

 

TABLE OF CONTENTS

 

PARTPart I FINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS (UNAUDITED)2
 CONDENSED BALANCE SHEETS3
Item 1.Financial Statements (unaudited)1
 CONDENSED STATEMENTS OF OPERATIONS4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations9
 CONDENSED  STATEMENTS OF CASH FLOWS5
Item 3.Quantitative and Qualitative Disclosures about Market Risk10
 NOTES TO CONDENSED FINANCIAL STATEMENTS6
ITEM 2.   Item 4.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSControls and Procedures9
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK11
ITEM 4.CONTROLS AND PROCEDURES11
PART II OTHER INFORMATION
ITEM 1   LEGAL PROCEEDINGS11
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS11
ITEM 3   DEFAULTS UPON SENIOR SECURITIES11
ITEM 4      MINE SAFETY DISCLOSURES11
ITEM 5  OTHER INFORMATION11
ITEM 6      EXHIBITS1210
 
Part II – OTHER INFORMATION
Item 1.Legal Proceedings12
Item 1A.Risk Factors12
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds12
Item 3.Defaults Upon Senior Securities12
Item 4.Mine Safety Disclosures12
Item 5.Other Information12
Item 6.Exhibits13
SIGNATURES1314

 

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ROMULUS CORP.
CONDENSED BALANCE SHEETSPART I FINANCIAL INFORMATION

 

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The accompanying notesInformation contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are an integral partcontained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these condensed unaudited interimwords or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Romulus Corp. a Nevada corporation unless the context requires otherwise.

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ROMULUS CORP.Item 1. Financial Statements.

Index to Financial Statements

Page
FINANCIAL STATEMENTS:
Balance Sheets, November 30, 2020 (unaudited), and August 31, 20202
Unaudited Statements of Operations, for the Three Months Ended November 30, 2020, and November 30, 20193
Unaudited Statements of Changes in Stockholders’ (Deficit), for the Three Months Ended November 30, 2020, and November 30, 20194
Unaudited Statements of Cash Flows, for the Three Months Ended November 30, 2020, and November 30, 20195
Notes to the Unaudited Interim Financial Statements6


CONDENSED STATEMENTS OF OPERATIONS

Romulus Corp.

BALANCE SHEETS

(Unaudited)

 

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

         
  November 30,  August 31, 
  2020  2020 
       
ASSETS        
Total Assets $0  $0 
         
LIABILITIES & STOCKHOLDERS' DEFICIT        
Current liabilities        
Accounts payable $3,719  $5,719 
Loan from shareholder  14,215   14,215 
Notes payable related parties  2,000   - 
Total liabilities  19,934   19,934 
         
Commitments and Contingencies  -   - 
         
Stockholders' Equity        
Common stock, Par Value $0.001, 75,000,000 shares authorized 11,020,000 issued and outstanding as of November 30, 2020 and August 31, 2020 respectively  11,020   11,020 
Additional paid in capital  35,392   35,392 
Accumulated deficit  (66,346)  (66,346)
Total Stockholders' (Deficit)  (19,934)  (19,934)
Total Liabilities and Stockholders' (Equity) $0  $0 

 

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


Romulus Corp.

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ROMULUS CORP.
CONDENSED STATEMENTS OF CASH FLOWS
OPERATIONS

(Unaudited)

 

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

         
  Three Months  Three Months 
  Ended  Ended 
  November 30,  November 30, 
  2020  2019 
       
Revenue $      -  $      - 
         
Operating Expenses:        
Administrative expenses -related party  -   - 
Total operating expenses  -   - 
(Loss) from operations  -   - 
Other expense        
Other (expense) net  -   - 
Income (loss) before provision for income taxes  -   - 
Provision for income taxes  -   - 
Net (Loss) $-  $- 
         
Basic and diluted earnings(loss) per common share $-  $- 
         
Weighted average number of shares outstanding  11,020,000   11,020,000 

 

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


ROMULUS CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)

                     
        Additional     Total 
  Common Stock  Paid-in  Accumulated  Stockholders' 
  Shares  Value  Capital  Deficit  Equity 
Balance, August 31, 2019  11,020,000  $11,020  $49,607  $(60,627) $         - 
                     
Net loss      -    -    -   - 
                     
Balance, November 30, 2019  11,020,000  $11,020  $49,607  $(60,627) $- 

  Common Stock  Paid-in  Accumulated  Stockholders' 
  Shares  Value  Capital  Deficit  Equity 
Balance, August 31, 2020  11,020,000  $11,020  $35,392  $(66,346) $(19,934)
                     
Net loss      -   -   -   - 
                     
Balance, November 30, 2020  11,020,000  $11,020  $35,392  $(66,346) $(19,934)

The accompanying notes are an integral part of the financial statements.

 


Romulus Corp.

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STATEMENTS OF CASH FLOWS

(Unaudited)

 

         
  Three Months  Three Months 
  Ended  Ended 
  November 30,  November 30, 
  2020  2019 
Cash Flows From Operating Activities:        
Net loss $-  $              - 
Changes in operating assets and liabilities        
Accounts payable  (2,000)    
Net cash provided by (used for) operating activities  (2,000)  - 
         
Cash Flows From Investing Activities:        
Net cash provided by (used for) investing activities  -   - 
         
Cash Flows From Financing Activities:        
Notes payable related parties  2,000     
Net cash provided by (used for) financing activities  2,000   - 
         
Net Increase (Decrease) In Cash  -   - 
Cash At The Beginning Of The Period  -   - 
Cash At The End Of The Period $-  $- 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 

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


NOTES TO (UNAUDITED) FINANCIAL STATEMENTS FOR THE

 

ROMULUS CORP.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

November 30, 2015NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

NOTE 1 - BASIS OF PRESENTATION

Organization and Description of Business

ROMULUS CORP. (the “Company”Romulus Corp. (“the Company”, “we” “us’) was incorporated  under the laws of the State of Nevada on April 16, 2013.2013. The Company was originally formed to commence operations in the business of placing and operating coin operated machines. Since inception through November 30, 2015 theThe Company has not generated any revenue and has accumulated losses of $60,919.since inception.

 

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.Artem Rusakov, to Eastwin Capital Pte Ltd (“Eastwin”). A change in control of Romulus occurred upon the transfer of approximately 72.59% of the ownership of Romulus from Artem Rusakov to Eastwin.

 

Going ConcernAlso 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 became a wholly-owned subsidiary of the Company.

 

The Company has been dormant since May 9, 2016.

On November 30, 2020, as a result of a receivership in Clark County, Nevada, Case Number: A-20-816623-B, Custodian Ventures LLC (“Custodian”) was appointed receiver of the Company.

On November 30, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

The Company’s year-end is August 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared onin accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, basis which assumescontemplates the Company will be able to realize itsrealization of assets and discharge itsthe satisfaction of liabilities in the normal course of business for the foreseeable future. Thetwelve months following the date of these financial statements. As of August 31, 2020, the Company has incurred a loss since inception resulting inhad no cash and an accumulated deficit of $60,919 as of November 30, 2015 and further losses are$66,346.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated in the development of its business. Accordingly, there isoperations, this raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Recently the Company being funded by David Lazar who extended interest-free demand loans to the Company. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The abilityCompany will be required to continue as a going concern is dependent uponto so until its operations become profitable. Also, the Company generating profitable operationshas, in the future and/orpast, paid for consulting services with its common stock to obtain the necessary financing to meet its obligationsmaximize working capital, 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 placementcontinue this practice where feasible.

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Management’s Representation of common stock.Interim Financial Statements

The accompanying condensedunaudited 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 shouldstatements have been prepared by the Company be unablewithout audit pursuant to continue as going concern.

Accounting Basis

the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the accrual basis ofsame accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on August 31, 2020, as presented in the Company’s Annual Report on Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company has adopted an August 31 fiscal year end.bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Cash and cash equivalents

 

For purposes of the statement of cash flows, theThe Company considers all highly liquid instruments purchasedtemporary cash investments with an original maturity of three months or less to be cash equivalents. AsThe Company had 0 cash on hand as of November 30, 20152020 and 2014, the Company did not have cash equivalents.August 31, 2020, respectively.

Basic and Diluted Loss Per ShareIncome taxes

 

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 accountingaccounts for income taxes.taxes under FASB ASC 740, “Accounting for Income Taxes”. Under this method,FASB ASC 740, deferred income tax assets and liabilities are recognized for the estimatedfuture tax consequences attributable to differences between the financial statement carrying valuesamounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income tax basis (temporary differences). Thein the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, 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 GuidanceASC 740-10-05, “Accounting for Uncertainty in Topic 810, Consolidation”. The amendments in this update remove the definition ofIncome Taxes” prescribes a development stage entity from Topic 915, thereby removing the distinction between development stage entitiesrecognition threshold and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirementsa measurement attribute 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 asstatement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those ofbenefits to be recognized, 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 financialtax 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 Abilitymust be more-likely-than-not 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 Estimatessustained upon examination by taxing authorities.

 

The preparation of condensed unaudited interim financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affectamount recognized is measured as the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reportedlargest amount of revenues and expensesbenefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the reporting period.  Actual results could differ from those estimates.period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

 

There are no recent accounting pronouncements that impact the Company’s operations.

NOTE 23COMMON STOCKEQUITY

 

During the year ended August 31, 2014, theCommon Stock

The Company issued 3,020,000has authorized 75,000,000 shares of its$0.001 par value, common stock at $0.01 per share for total proceeds $30,200.stock. As of November 30, 2015, the Company has 2020 and August 31, 2020, respectively, there were 11,020,000 shares of Common Stock issued and outstanding. On March 23, 2015, Artem Rusakov sold 8,000,000 shares


NOTE 4 – RELATED PARTY NOTES PAYABLE

All of the Company’s common stock, representing all of the shares of the Company’s common stock owned by Mr Rusakov,financing has come subsequent to Eastwin

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NOTE 3 – INCOME TAXES

August 31, 2020, from its Court appointed custodian, Custodian Ventures, LLC. As of November 30, 20152020, custodian Ventures had lent $2,000 to the Company had net operating loss carry forwards of $60,919 that may be available to reduce future years’ taxable income through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The Tax Reform Act of 1986 and the California Conformity Act of 1987 impose substantial restrictions on the utilization of net operating loss and tax credit carry forwards in the eventform 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

interest-free demand loan. As of November 30, 2020 there was a loan from a shareholder amounting to $14,215 that dates back to 2015 total loan amount was $11,715 from its major shareholder, Eastwin. and 2016.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The loan is non-interest bearing, due upon demandCompany did not have any contractual commitments as of November 30, 2020 and unsecured.August 31, 2020.

 

NOTE 56SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:

 

On December 23, 2015, Eastwin sold 8,000,000April 19, 2021 the Company designated 10,000,000 shares of a new class of Series A Preferred Stock with a par value of $0.0001. These shares were awarded to Custodian Ventures in return for the Company’s common stockpayment of a judgement of $4,450 that Custodian Ventures had against the Company and as a repayment for services provided and for funds loaned 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.Company.

 

Each share of Series A Preferred Stock is convertible into 10 (ten) shares of common stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 27AOrganizational History of the Securities ActCompany and Overview

No Current Operations

Plan of 1933 (the "Act")Operation

The Company has no operations from a continuing business other than the expenditures related to running the Company, 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 onlyhas no revenue from continuing operations as of the date made. Any forward-looking statements represent management's best judgment asof this Report.

Management intends to whatexplore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may occur in the future. However, forward-looking statementsbe hindered by risks and uncertainties which are subject to risks, uncertainties and important factors beyond our control, that could cause actual resultsincluding without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and events to differ materially from historical resultsglobal economies. For more information about the risk 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.coronavirus on our business, see Item 1A “Risk Factors.”

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 operationscurrently engage in theany business of placing and operating boxing machines.

activities that provide revenue or cash flow. During the next 12 month period ended February 28, 2015, Artem Rusakov,we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the principal shareholderdevelopment of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the Company, determinedacquisition of, or merger with, an entity which desires access to 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. U.S. capital markets.

As of the date of this report, the merger between Romulus Merger Sub, Inc. and NRCReport, our management has not been consummated.

On December 23, 2015, Eastwin sold 8,000,000 shareshad any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the Company’s common stockearly stages of development. In such event, we expect to Perry Esculier,be subject to numerous risks inherent in the business and operations of a directorfinancially unstable or early stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, shareholder of NRC andalthough our management will endeavor to evaluate the Chief Executive Officer of M-Power Food Industries Pte Ltd.,risks inherent in a subsidiary of NRC. In connection with the sale of the shares to Mr. Esculier, the directors of the Company, Ser Miang Chua and David Chong, were removed and replaced by Perry Esculier who was also appointed as the President, Secretary and Treasurer of the Company.

RESULTS OF OPERATION

We have not generated any revenue to date. We have incurred recurring losses to date. Our condensed unaudited interim financial statements have been prepared assumingparticular target business, there can be no assurance that we will continue asproperly ascertain or assess all significant risks.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a going concern and, accordingly, dosubstantial risk in investing in the Company for the indefinite future because it will not include adjustments relatingpermit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the recoverabilityextent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and realizationrisk-prone process. Because of assetsgeneral economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and classificationshortages of liabilitiesavailable capital, management believes that might be necessary should we be unable to continue in operation. We expectthere are a number of firms seeking business opportunities at this time at discounted rates with which we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

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

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

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

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LIQUIDITY AND CAPITAL RESOURCES

THREE MONTH PERIOD ENDED NOVEMBER 30, 2015

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

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

CASH FLOWS FROM OPERATING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES

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

PLAN OF OPERATION AND FUNDING

compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements will continue to be funded through furthera combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the growthimplementation of a business plan and commencement of operations.


Based upon our business.

Wecurrent operations, we do not have no linessufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceedsclosing that acquisition. Because of the private placementuncertainties, we cannot be certain as to how much capital we need to raise or the type of equity and debt instruments.securities we will be required to issue. 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 expectreverse merger, we will needbe required to raise additional capital and generate revenuesissue a controlling block of our securities to meet long-term operating requirements. the target’s shareholders which will be very dilutive. 

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.Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

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

PURCHASE OF SIGNIFICANT EQUIPMENT

As of November 30, 2015, we do not intend to purchase any significant equipment duringwill incur operating losses in the next twelve months.12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

OFF-BALANCE SHEET ARRANGEMENTSCritical Accounting Policies and Estimates

AsOur management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly Report, and we do not have any off-balance sheet arrangements that have orbelieve those accounting policies are reasonably likelycritical to have a current or future effect onthe process of making significant judgments and estimates in the preparation of our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.statements.

GOING CONCERNOff-Balance Sheet Arrangements

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.None.

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

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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.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Quantitative And Qualitative Disclosures About Market Risk.

No report required.As a smaller reporting company, we are not required to provide the information called for by this Item.

ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure“disclosure controls and proceduresprocedures” (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

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Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the supervisionExchange Act. Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the participationrisk that controls may become inadequate because of ourchanges in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management ofassessed the effectiveness of our internal control over financial reporting based on the designparameters set forth above and operation of our disclosure controls and procedureshas concluded that as of November 30, 2015. Based on that evaluation,2020, our management concluded that our disclosure controlsinternal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
The Company does not have an independent board of directors or an audit committee.
The Company does not have written documentation of our internal control policies and procedures.
All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures were effectivefor our internal control of financial reporting, and hiring additional accounting personnel at such time as of such date to ensure that information required to be disclosedwe complete a reverse merger or similar business acquisition.

Changes 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 wasInternal Control over Financial Reporting.

There have been no change in our internal control over financial reporting during the three-month period endedyear November 30, 20152020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 


PART II.II OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

Management isThe Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any legal proceedings contemplated by any governmental authoritythreatened or any other party involving us or our properties. As ofpending litigation to which the date of this Quarterly Report, no director, officer or affiliateCompany is (i) a party or which any of its property is the subject and which would have any material, 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.effect on the Company.

ITEMItem 1A. RISK FACTORSRisk Factors.

Not applicable.Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Annual Report on Form 10-K for the period ended August 31, 2020 filed June 3, 2021 which sections are incorporated by reference into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our 2020 Form 10-K, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the 2020 Form 10-K.

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use Of Proceeds.

None.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

None.

ITEM

Item 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

ITEM

Item 5. OTHER INFORMATIONOther Information.

None.

 

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ITEMItem 6. EXHIBITSExhibits.

Exhibits:The exhibits listed on the Exhibit Index below are provided as part of this report.

31.1 †Exhibit No.Description
31.1*Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)principal executive and 15d-14(a), as adoptedfinancial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1 ‡
32.1*Certification of principal executive officer and principal financial officer 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 Officeramended.
101.INS†XBRL Instance Document
101.SCH†101.INS*XBRL Schema DocumentINSTANCE
101.CAL†XBRL Calculation Linkbase Document
101.DEF†101.SCH*XBRL Definition Linkbase DocumentTAXONOMY EXTENSION SCHEMA
101.LAB†XBRL Label Linkbase Document
101.PRE†101.CAL*XBRL Presentation Linkbase DocumentTAXONOMY EXTENSION CALCULATION
101.DEF*XBRL TAXONOMY EXTENSION DEFINITION
101.LAB*XBRL TAXONOMY EXTENSION LABELS
101.PRE*XBRL TAXONOMY EXTENSION PRESENTATION

Filed herewith.

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

* Filed herewith.

 

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SIGNATURES

In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROMULUS, CORP.CORP
Dated: January 27, 2016June 3, 2021By: /s/ Perry Esculier/s/ David Lazar
Perry EsculierDavid Lazar

President, SecretaryChief Executive Officer and Treasurer
Chief Financial Officer

(Principal Executive Officer, and
Principal Financial Officer)Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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