UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED – APRIL 20, 2015

PETRONE WORLDWIDE INC.

(Exact name of Registrant as specified in its charter)

2685 Hackney Road

Weston, Florida 3331

(Address of principal executive offices)

(855) 297-3876

(Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Distributorship Agreement

On April 20, 2015, the Board of Directors of Petrone Worldwide Inc., a Nevada corporation (the "Company") authorized the execution of that certain two-year exclusive distributorship agreement dated April 20, 2015 (the "Distributorship Agreement") with Star Distributors Inc., a company located in the Chicago, Illinois ("Star Distributors"). Star Distributors is engaged in the business of manufacturing and selling power banks, blue tooth headphones, ear phones and selfie sticks under several distinctive trademarks, copyrights and other related intellectual property rights (the "Goods").

In accordance with the terms and provisions of the Distributorship Agreement: (i) Star Distributors has agreed to grant to the Company an exclusive distributorship effective from April 20, 2015 to April 19, 2017 to market, sell and distribute the Goods in Europe, the Middle East, South and Central America and Canada; (ii) the Company shall purchase the Goods from Star Distributor pursuant to written purchase orders; (iii) all customized and special orders require 100% prepayment and all other orders shall require 50% advance pre-payment along with order and balance payment of 50% before shipment; (iv) the Company shall be entitled to an incentive rebate which shall be calculated and payable on incremental sales volume achieved above $1,000,000 as follows: (a) a 2% rebate $1,000,000 through $1,250,000; and (b) a 3% rebate for $1,250,000 and above; (v) the Company unconditionally agrees to the proprietary rights of Star Distributors, including trademarks, copyrights, design of said goods, patents and other related intellectual property rights, packaging, contents and in any form and relation thereto; and (vi) the Company shall not promote or offer for sales any third party's competitive products or services that are in direct or indirect competition to the Goods without prior written authorization from Star Distributors.

The foregoing is a summary description of the terms and conditions of the Distributorship Agreement and does not purport to be complete and is qualified in its entirety by reference to the Distributorship Agreement, a form of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.01 Exclusive Distributorship Agreement between Star Distributors Inc. and Petrone Worldwide Inc. dated April 20, 2015.

SIGNATURES

Pursuant 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 hereunto duly authorized.