UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: March 31, 2015

 

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 No. 000-30380

 

 

 

 

PETRONE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)

 

	Nevada		87-06542348
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	2685 Hackney Road Weston, Florida		33331
	(Address of Principal Executive Offices)		(Zip Code)

  

Registrant’s telephone number, including area code: (855) 297-3876

 

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

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 submit and post such files.
Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o		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 o No x

 

As of May 12, 2015, there were 15,274,303 shares outstanding of the registrant’s common stock.

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosures.	22
Item 5.	Other Information.	22
Item 6.	Exhibits.	22
Signatures		23

 

 

 

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

 

PETRONE WORLDWIDE, INC.

 

FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

  

Petrone WorldWide, Inc.
Balance Sheet
(unaudited)
Assets:			March 31, 2015				December 31, 2014 (Audited)
Cash in bank		$	39,169			$	77,803
Accounts Receivable			23,591				—
Total Assets			62,760				77,803
Other Assets
Deposits			70,000				70,000
Total Other Assets			70,000				70,000
Total Assets		$	132,760			$	147,803
Liabilities:
Current Liabilities
Accounts Payable and Accrued Expenses			26,016				15,000
Note Payable			30,000				30,000
Total Current Liabilities			56,016				45,000
Non-Current Liabilities:
Notes Payable			—				—
Total Non-Current Liabilities			—				—
Total Liabilities			56,016				45,000
Stockholders’ Deficit:
Preferred Stock, par value $0.001 10,000,000 shares authorized			—				—
Common Stock: par value $0.001, 100,000,000 shares authorized
15,274,303  shares issued and outstanding, respectively			15,274				15,274
Additional Paid in Capital			1,480,135				1,480,135
Stock for Services Not Yet Earned			(35,628	)			(47,504	)
Stock Subscription Receivable			—				(5,485	)
Retained Deficit			(1,383,037	)			(1,339,617	)
Total Stockholders’ Equity (Deficit)			76,744				102,803
Total Liabilities and Stockholders’ Equity			132,760				147,803
The accompanying notes are an integral part of these financial statements.

 

 

 

Petrone Worldwide, Inc.
Statement of Operations (unaudited)
		For the Three Months ended
		March 31,
		2015				2014
Revenues-Consulting			—			$	28,923
Product Revenue		$	784,542				—
Total Revenue		$	784,542			$	28,923
Cost of Goods Sold			715,851				—
Gross Profit		$	68,691			$	28,923
Operating Expenses:
Selling, general and administrative			99,750				85,418
Stock for Services			12,361				50,000
Operating Expenses			112,111				135,418
Operating (Loss)			(43,420	)			(106,495	)
Other Income (Expense):
Interest Expense			—				—
Total Other Expenses			—				—
Net Profit (Loss)		$	(43,420	)			(106,495	)
Loss per Share		$	(0.00	)		$	(0.15	)
Weighted Average Shares Outstanding			15,274,303				726,640
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

Petrone WorldWide, Inc.
Statement of Stockholders’ Deficit (unaudited)
		Common Shares				Common Amount				Additional Paid in Capital				Stock for Services not Yet Earned				Stock Subscription Receivable				Accumulated Deficit				Total
Balance December 31, 2012			95,607			$	96			$	(19,996	)										$	(41	)		$	(19,941	)
Net Loss for the year																							(2,047	)			(2,047	)
Balance December 31, 2013			95,607				96				(19,996	)											(2,088	)			(21,988	)
Shares issued for services on 2/3/2014			100,000				100				49,900																50,000
Shares issued for merger 3/3/2014			1,760,542				1,760				(1,760	)															—
Shares issued for cash 8/1/2014			220,000				220				99,780																100,000
Shares issued for Services on 8/1/2014			2,255,664				2,255				1,022,945																1,025,200
Shares issued to Founder on 8/1/2014			10,000,000				10,000																				10,000
Share issued for Services on 11/18/2014			31,108				31				12,413																1,037
Shares issued on 11/18/2014 for cash			19,998				20				4,980				(11,407	)			(485	)							4,515
Shares issued on 12/8/2014 for cash			425,000				425				169,575																170,000
Shares issued 12/8/2014 For cash to be received			22,220				22				4,978								(5,000	)							—
Shares issued 12/11/2014 for cash			250,000				250				99,750																100,000
Stock issued 12/11/2014 for services			94,164				95				37,570				(36,097	)											1,568
Net Loss for the year																							(1,337,529	)			(1,337,529	)
Balance December 31, 2014			15,274,303				15,274				1,480,135				(47,504	)			(5,485	)			(1,339,617	)			102,803
Cash Received																			5,000								5,000
Services earned															11,876				485								12,361
Net Loss for the period ended 3/31/2015																							(43,420	)			(43,420	)
Balance, March 31, 2015			15,274,303				15,274				1,480,135				(35,628	)			—				(1,383,037	)			76,744

 

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

 

 

Petrone WorldWide, Inc.
Statement of Cash Flows
(unaudited)
		For the Three Months Ended
		March 31,
		2015				2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss for the Period		$	(43,420	)		$	(106,495	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock issued for services and not yet earned			12,361				50,000
Changes in Operating Assets and Liabilities:      (Accounts Receivable)			(23,591	)			—
Increase Accrued Expenses			11,016				—
Net Cash (Used) in Operating Activities			(43,634	)			(56,495	)
Net Cash Provided by Financing Activities:
Cash received for Stock issuance			5,000				100,000
Proceeds from loans			—				—
Net Cash Provided by Financing Activities			5,000				100,000
Increase  (Decrease) in Cash		$	(38,634	)		$	43,505
Cash at the beginning			77,803				8,012
Cash at the end		$	39,169			$	51,517
The accompanying notes are an integral part of these financial statements.

  

PETRONE WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

March 31, 2015

(unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Petrone Worldwide, Inc. (the “Company”) was incorporated as Sheridan Industries, Inc. on December 14, 1998 in the state of Nevada. On December 31, 1998 the Company changed its name to Diabetex International Corp. On February 26, 2014 the Company effectuated a name change to Petrone Worldwide, Inc. and subsequently on March 3, 2014 completed an acquisition which was treated for accounting purposes as a reverse merger. Hence, the accounting information that is presented is that of the acquired entity which is the surviving entity. The operation prior to January 1, 2015 was a consulting business. Commencing in 2015 the company is a distributor as well as a supplier of table top kitchenware and hotel room products thru an exclusive licensing agreement with a leading supplier.

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(A) Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

On February 26, 2014 the Company effectuated a 1 to 500 reverse stock split on its common stock. The financials have been restated to reflect this split for all periods presented.

 

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.

 

(C) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, the Company had no cash equivalents.

 

(D) Operating Leases

 

The Company commencing in March of 2015 leases office space in London, England under a year lease agreement. In May 2015 the company entered into an 18 month lease agreement in Florida for office space. Terms indicate a base rent of $1,269 per month.

 

(E) Business Segments

 

The Company currently operates in one segment and therefore segment information is not presented.

 

(F) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

(G) Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

	●	Level 1 - quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	●	Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The Company's financial instruments consist of accounts payable, accrued expenses and notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of March 31, 2015 and December 31, 2014, due to the short-term nature of these instruments.

 

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3.

 

(H) Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

 

(I) Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

 

(J) Beneficial Conversion Feature

 

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

 

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

 

  

(K) Debt Issue Costs and Debt Discount

 

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

(L) Stock-Based Compensation - Non Employees

 

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

 

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

 

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

 

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

 

	●	Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments.  The Company uses historical data to estimate holder’s expected exercise behavior.  If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
	●	Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
	●	Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

  

●

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

 

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

 

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

 

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

 

(M) Recent Accounting Pronouncements

 

In June 2014, FASB issued Accounting Standards Update (“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 update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014.

 

 

  

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.  We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition, effective for annual periods ending after December 31, 2016.

 

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

 

NOTE 3 – DEPOSITS

  

		March 31, 2015				December 31, 2014
Product			65,000				65,000
Warehouse Space			5,000				5,000
			70,000				70,000

 

As of March 31, 2015 the company had on deposit $65,000 for inventory product and $5,000 deposit for its new warehouse.

  

NOTE 4 – NOTE PAYABLE

 

The Company has one convertible note payable for $20,000 for an individual who paid for professional costs for the Company. The note expired in 2012 and is convertible into shares of stock at the market price.

 

The Company is also obligated to an unrelated third party for $10,000 payable on demand without interest. 

 

 

NOTE 5 – GOING CONCERN 

 

As reflected in the accompanying financial statements, the Company had a significant loss, with minimal revenue. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

NOTE 6- RELATED PARTY TRANSACTIONS

 

For the three months ended March 31, 2015 and 2014 the Company paid its chief executive officer for services $18,241 and $42,720, respectively.

 

On August 1, 2014 the Company issued 10,000,000 shares to its officer valued as founders shares at par for services.

  

NOTE 7 – STOCKHOLDERS’ EQUITY

 

Common Stock Authorized

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001.

 

Common Stock Issued

 

On February 3, 2014 the Company issued 100,000 shares post split shares to its former officer for services. These shares were valued at the price the Company has raised funds or $0.50 and its expense is shown in the statement of operations as stock for services.

 

On March 3, 2014 the Company issued 1,760,542 shares to effect the reverse merger. The shares were valued at $0.50 and shown as a reduction of paid in capital.

 

In March 2014 the Company received $100,000 for stock to be issued of 220,000 shares.

 

On August 1, 2014 the Company issued 12,475,664 shares of stock. Of this amount 10,000,000 were issued to its sole officer and director at par for founder shares of $10,000. 220,000 shares were issued for cash of $100,000 which created a market price of $0.4545 per share. The remainder of the shares were issued for services over four months to October 31, 2014. The shares for services of 2,255,664 resulted in a value of $1,025,200.

 

On November 18, 2014 the Company issued 51,106 shares were issued of which 31,108 shares were issued for services valued at the price the company raised money on in November of $0.40 per share. 19,998 shares were issued for cash of $5,000, $485 of which is to be received and is accounted for as a subscription receivable in the equity section.

 

On December 8, 2014 the company issued 447,220 shares of which 425,000 shares were issued for cash of $170,000 and 22,220 shares for cash of $5,000 which was received subsequent to December 31, 2014 and is shown in the equity section of the balance sheet as a subscription receivable.

 

On December 11, 2014 the Company issued 344,164 shares of which 250,000 shares were issued for cash of $100,000 and 94,164 shares for services performed and yet to be performed.

 

In the first quarter 2015 the company expensed $485 to be received in cash as for services and expired $11,876 of future services earned.

 

NOTE 8 - COMMITMENT AND CONTINGENCIES

 

In March of 2015, the Company entered into a year rental agreement for office space. The base rent indicates a monthly charge of $3,400. In May of 2015 the Company entered into an 18 month lease in Florida for office space at $1,269 per month. Future minimum rental costs are as follows

 

	2015			$	40,752
	2016			$	22,890

 

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events required disclosure.

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire Registration Statement carefully, especially the risks discussed under “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this Registration Statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration Statement will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

 

COMPANY HISTORY

 

Petrone Worldwide Inc. was originally incorporated as Sheridan Industries, Inc. on December 14, 1998 in the State of Nevada. On December 21, 1998, Sheridan Industries, Inc., a Utah corporation, was merged with and into us in order to effectuate a change of domicile. On December 31, 1998, we changed our name to Diabetex International Corp. On February 26, 2014, we effectuated a change of name to Petrone Worldwide, Inc. along with a 1 for 500 reverse stock split. On March 3, 2014 we completed a merger, which for accounting purposes is treated as a reverse, whereby we issued 1,760,542 shares of stock to the former owner of a private enterprise. Therefore, our operations and presentation then became that of the private entity.

 

We changed our name to Petrone Worldwide, Inc. to better reflect the fact that we will be conducting our business and recognizing our sales from operations and transactions in Europe, and Asia, which will be predominantly sales of tableware, decorative hotel guest room amenities, lavatory and bathroom fixtures and furniture, food and beverage service items and trendy accessories. This business differs from the past history whereby we were predominantly a consulting business in the food and beverage sector. We plan to expand our operations to Central and South America, Mexico and the Caribbean.

 

Petrone Hospitality Ltd.

 

On October 13, 2014, our Board of Directors caused a Certificate of Incorporation of a Private Limited Company (the "Certificate of Incorporation") to be filed with the Registrar of Companies for England and Wales creating a wholly-owned subsidiary, Petrone Hospitality Ltd. ("Petrone Hospitality"), Company No. 9260615. Petrone Hospitality issued 100 ordinary shares of common stock to us thus resulting in Petrone Hospitality as our wholly-owned subsidiary. The address of the principal place of business of Petrone Hospitality is Berkeley Square Building, Berkeley Square London W1J6BD United Kingdom.

 

Petrone Hospitality will be responsible for conducting operations on our behalf in England involving importing and distributing tableware products, decorative hotel guest room amenities, lavatory and bathroom fixtures and furniture, food and beverage service items, and trendy accessories.

 

BUSINESS OVERVIEW

 

During fiscal year 2014, we functioned as a consulting entity deriving fees from mainly two manufacturers, Front of the House, Inc. and Room 360, Inc. The consulting revenue was based upon introductions of new clients to the manufacturer who presently service these customers. We did not have sufficient capital to become a buyer and seller of product directly. As of the date of this Quarterly Report, we have transitioned into a functional exclusive importer and distributor for tableware products, decorative hotel guest room amenities, lavatory and bathroom fixtures and furniture, food and beverage service items, and trendy accessories. Our founder, Victor Petrone, has spent over 20 years building a significant global network of institutional buyers (hotels, resorts and restaurants) for premium, chic, environmentally-conscious products and services. The brand portfolio are vendor approved items for key foreign accounts; group hotels – such as Marriott Hotel Brands, The Four Seasons Hotel & Resorts, Hilton Worldwide, Hyatt Hotels & Resorts, Starwood Hotel & Resorts, Fairmont Hotel & Resorts – as well as many smaller hotel chains and upscale restaurants. See "--Business Strategy".

 

Product Offerings-we are partnered with prominent hospitality manufacturers to provide premium hotels and resorts with guest room amenities, lavatory and bathroom furniture, food and beverage service items, and decorative accessories; internationally.

Mr. Petrone’s experience is drawn from his vice president position at Performance Group/Roma Foods and director of specialty markets, International Markets at Sysco Food Service, Inc both multi billion dollar companies. Mr. Petrone also draws on his experience in heading smaller regional food companies as Palermo Italian Foods.

 

Dewan & Sons Distributorship Agreement

 

On April 23, 2015, our Board of Directors authorized the execution of that certain one-year exclusive distributorship agreement dated April 23, 2015 (the "Distributorship Agreement") with M/s Dewan & Sons, a supply company located in the Moradabad District in the Indian State of Uttar Prodesh in India ("Dewan & Sons"). Dewan & Sons is engaged in the business of manufacturing and selling stainless steel, copper, brass and aluminum small ware, buffet ware and tabletop goods 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) Dewan & Sons has agreed to grant to us an exclusive distributorship effective from April 1, 2015 to March 31, 2016 to market, sell and distribute the Goods in the European Union; (ii) we shall purchase the Goods from Dewan & Sons at a discounted price and shall within seven days from the end of each month submit a summary of sales to Dewan & Sons in pursuance of this Distributorship Agreement; (iii) all customized and special orders require 100% prepayment and all products will be hipped FOB Moradabad; (iv) we shall be entitled to an incentive rebate which shall be calculated and payable on incremental sales volume achieved above $500,000 as follows: (a) a 2% rebate up to $500,000, and (b) a 2.5% for $500,000 and above; (v) we unconditionally agrees to the proprietary rights of Dewan & Sons, including trademarks, copyrights, design of said goods, patents and other related intellectual property rights, packaging, contents and in any form and relation thereto; (vi) we 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 Dewan & Sons; and (vii) either party may terminate the Distributorship Agreement by giving two months notice to the other party.

 

Star Distributorship Agreement

 

On April 20, 2015, our Board of Directors 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 us 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) we 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) we 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) we 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) we 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.

 

RESULTS OF OPERATIONS

 

The following discussions are based on the consolidated financial statements of Petrone Worldwide, Inc. and its subsidiaries. These charts and discussions summarize our financial statements for the three month periods ended March 31, 2015 and March 31, 2014 and should be read in conjunction with the financial statements, and notes thereto, included with this Quarterly Report.

 

SUMMARY COMPARISON OF OPERATING RESULTS
		Three Month Periods Ended March 31
		2015				2014
Revenues		$	784,542			$	28,923
Cost of Goods Sold			715,851				-0-
Operating Expenses			112,111				135,418
Operating Loss			(43,420)				(106,495)
Net loss			(43,420)				(106,495)
Net loss per share			(0.00)				(0.15)

   

During the three month period ended March 31, 2015, revenue was generally earned in the form of product revenue contrasted with revenue earned during the three month period ended March 31, 2014 consisting of consulting fees. As of the date of this Quarterly Report, we have acquired sufficient capital to enable us to buy products, inventory it, and subsequently market and sell. Thus, we have transitioned from commission based to a full importer and export distributor of products. We have accomplished becoming a spec-product provider, which is a provider of a spec-designed product from our manufacturer's portfolio, for the most prominent hospitality organizations worldwide, both in the retail and wholesale venue.

 

Three Month Period Ended March 31, 2015 Compared to Three Month Period Ended March 31, 2014.

 

Our net loss for the three month period ended March 31, 2015 was ($43,420) compared to a net loss of ($106,495) during the three month period ended March 31, 2014 (a decrease in net loss of $63,075).

 

We generated revenues from sale of products of $784,542 during the three month period ended March 31, 2015 compared to generation of revenue in the form of consulting fees of $28,923 during the three month period ended March 31, 2014. Our cost of goods sold during the three month period ended March 31, 2015 was $715,851 compared to cost of goods sold of $-0- during the three month period ended March 31, 2014.

 

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Thus, this resulted in gross profit of $68,691 for the three month period ended March 31, 2015 compared to a gross profit of $28,923 for the three month period ended March 31, 2014.

 

During the three month period ended March 31, 2015, we incurred operating expenses of $112,111 compared to $135,418 incurred during the three month period ended March 31, 2014 (a decrease of $23,307). These operating expenses incurred during the three month period ended March 31, 2015 consisted of: (i) selling, general and administrative of $99,750 (2014: $85,418); and (ii) stock for services valued at $12,361 (2014: $50,000). Of the $112,111 incurred in operating expenses during the three month period ended March 31, 2015, we paid Mr. Petrone $18,241 (2014: $42,720) for services rendered.

 

Operating expenses incurred during the three month period ended March 31, 2015 compared to the three month period ended March 31, 2014 decreased primarily due to the decrease in valuation of stock for services of $37,639. The decrease in stock for services (which is based on the fair value of the equity instrument issued) relates to compensating our consultants and other professionals engaged.

 

Our loss from operations during the three month period ended March 31, 2015 was ($43,420) compared to a loss from operations of ($106,495) during the three month period ended March 31, 2014.

 

There were no further other expenses or income for either the three month periods ended March 31, 2015 or March 31, 2014. Thus, we realized a net loss of ($43,420) or ($0.00) for the three month period ended March 31, 2015 compared to a net loss of ($106,495) or ($0.15) for the three month period ended March 31, 2014. The weighted average number of shares outstanding was 15,274,303 for the three month period ended March 31, 2015 compared to 726,640 for the three month period ended March 31, 2014.

 

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

 

Three Month Period Ended March 31, 2015

 

As of March 31, 2015, our current assets were $62,760 and our current liabilities were $56,016, which resulted in a working capital surplus of $6,744. As of March 31, 2015, current assets were comprised of: (i) $39,169 in cash; and (ii) $23,591 in accounts receivable. As of March 31, 2015, current liabilities were comprised of: (i) $26,016 in accounts payable and accrued expenses; and (ii) $30,000 in note payable.

 

As of March 31, 2015, our total assets were $132,760 comprised of: (i) $62,760 in current assets; and (ii) $70,000 in deposits. The decrease in total assets during the three month period ended March 31, 2015 from fiscal year ended December 31, 2014 was primarily due to the decrease in cash in bank.

 

As of March 31, 2015, our total liabilities were $56,016 comprised entirely of $56,016 in current liabilities.

Stockholders’ equity decreased from $102,803 for fiscal year ended December 31, 2014 to $76,744 for the three month period ended March 31, 2015.

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the three month period ended March 31, 2015, net cash flows used in operating activities was ($43,634) compared to net cash used in operating activities of ($56,495) for three month period ended March 31, 2014. Net cash flows used in operating activities consisted primarily of a net loss of $43,420 (2014: $106,495), which was partially adjusted by $12,361 (2014: $50,000) in common stock issued for services. Net cash flows used in operating activities was further changed by a decrease of ($23,591) (2014: -0-) for accounts receivable and an increase of $11,016 (2014: $-0-) for interest accrued expenses.

 

Cash Flows from Investing Activities

 

For the three month periods ended March 31, 2015 and March 31, 2014, we did not realize cash used or from investing activities.  

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Cash Flows from Financing Activities

 

For the three month period ended March 31, 2015, net cash flows used in financing activities was $5,000 compared to $100,000 for the three month period ended March 31, 2014, which was related to cash received for stock issuances.

 

PLAN OF OPERATION AND FUNDING

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and future generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business. Our principal demands for liquidity are to increase capacity, marketing, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of product and/or inventory, and the expansion of our business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Additional financing may not be available upon acceptable terms, or at all.

 

Going Concern

 

If the market price of our common stock falls below the fixed price of our registered stock offering, as in prior years we may again have insufficient financing commitments in place to meet our expected cash requirements for 2015. We cannot assure you that we will be able to obtain financing on favorable terms. If we cannot obtain financing to fund our operations in 2015, then we may be required to reduce our expenses and scale back our operations. These factors raise substantial doubt of our ability to continue as a going concern. Footnote 5 to our financial statements provides additional explanation of Management’s views on our status as a going concern. The reviewed financial statements contained in this Quarterly Report do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts of liabilities that may result should we be unable to continue as a going concern.

 

Our independent registered accounting firm included an explanatory paragraph in their reports on the audited financial statements for fiscal year ended December 31, 2014 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

COMMITMENTS AND CONTINGENT LIABILITIES

 

We lease the office space in London, England. The base monthly rent is $3,400.00.

 

As of March 31, 2015, our material commitments consisted of the following:

 

·

We issued a note for $20,000 to an individual who paid for professional costs on our behalf. The note expired in 2012 and is convertible into shares of stock at the market price.

 

·

We are obligated for a note payable of $10,000 without interest due on demand to an unrelated third party.

 

OFF BALANCE SHEET ARRANGEMENTS

 

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 is material to investors.

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CONTRACTUAL OBLIGATIONS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

 

Management’s report on internal control over financial reporting. Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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 and 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 management and our 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, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

  

Based on our assessment, our chief executive officer and our chief financial officer believe that, as of March 31, 2015, our internal control over financial reporting is not effective based on those criteria, due to the following:

 

●	Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.

 

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●

Lack of an audit committee and deficiency in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

 

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the periods then ended.

 

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

 

Changes in internal control over financial reporting.

 

There were no significant changes in our internal control over financial reporting during the first quarter ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

AUDIT COMMITTEE

 

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We intend to establish an audit committee during the fiscal year 2015. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Other than the matters previously disclosed, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

No report required.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

There were no defaults upon senior securities during the quarter ended March 31, 2015.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

On April 17, 2015, we accepted the resignation of Terry L. Johnson, CPA (“Johnson”) as our independent certifying accountant. Other than an explanatory paragraph included in Johnson’s audit report for our fiscal years ended December 31, 2014 and 2013 relating to the uncertainty of our ability to continue as a going concern, the audit reports of Johnson on our financial statements for the last fiscal year ended December 31, 2014 and 2013 through April 17, 2015, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

 

During our 2014 and 2013 fiscal years and through the date of Johnson's resignation, there were no disagreements with Johnson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Johnson, would have caused Johnson to make reference to the subject matter of the disagreements in connection with his report, and there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On April 17, 2015, our Board of Directors approved the engagement of Danielle M. Adams, CPA of Adams Advisory, LLC (“Adams”), as our independent accountant effective immediately to audit our financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2014 and 2013 through April 17, 2015 neither we nor anyone acting on our behalf consulted with Adams regarding: (i) either the application of any accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered by Adams on our financial statements; or (ii) any matter that was either the subject of a disagreement with Johnson or a reportable event with respect to Johnson.

There is no other information required to be disclosed under this item which has not been previously disclosed.

 

ITEM 6. EXHIBITS

  

Exhibit Number	Description of Exhibits
3.1*	Articles of Incorporation dated December 14, 1998 (1)
3.2*	Articles of Merger dated December 21, 1998 (1)
3.3*	Articles of Amendment to the Articles of Incorporation dated December 22, 1998 (1)
3.4*	Articles of Amendment to the Articles of Incorporation dated January 31, 2014 (1)
16	Letter dated April 17, 2015 from Terry L. Johnson. (2)
21.1	Certificate of Incorporation of a Private Limited Company, Company No. 9260615, for Petrone Hospitality Ltd. (3)
21.2	The Companies Act of 2006 Articles of Association of Petrone Hospitality Ltd. (3)
31.1	Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Schema
101.cal	XBRL Taxonomy Calculation Linkbase
101.def	XBRL Taxonomy Definition Linkbase
101.lab	XBRL Taxonomy Label Linkbase
101.pre	XBRL Taxonomy Presentation Linkbase

 

(1) Incorporated by reference from Petrone Worldwide’s Registration Statement on Form 10-12G filed with the Securities and Exchange Commission on June 13, 2014.

 

(2) Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2015.

 

(3) Incorporated by reference from the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2014.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	PETRONE WORLDWIDE, INC.
Dated: May 11, 2015
	By:	/s/ Victor Petrone, Jr.
		Name:	Victor Petrone, Jr.
		Title:	Principal Executive Officer and Principal Financial Officer

 

 

 

 

 

 

 

 

 

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