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: September 30, 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		87-0652348
	(State or Other Jurisdiction of		(I.R.S. Employer
	Incorporation or Organization)		Identification No.)
	2200 N. Commerce Parkway Weston, Florida		33326
	(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 November 16 2015, there were 16,004,303 shares outstanding of the registrant’s common stock.

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4.	Controls and Procedures.	19
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	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.	24
Signatures		25

 

 

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

PETRONE WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
BALANCE SHEETS
(Unaudited)
Assets:		September 30,				December 31,
Current assets		2015				2014
Cash		$	3,245			$	77,803
Accounts Receivable			62,941
Total Current Assets			66,186				77,803
Deposit		$	116,884			$	70,000
Total Assets		$	183,070			$	147,803
Liabilities and Stockholders’ Deficit:
Current Liabilities
Accounts payable and accrued expenses		$	44,948			$	15,000
Convertible Notes Payable			30,000				30,000
Total current liabilities			74,948			$	45,000
Total liabilities			74,948				45,000
STOCKHOLDERS' DEFICIT
Preferred Stock, par value $0.001 10,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2015 (unaudited) and December 31, 2014, respectively			—				—
Common stock; 100,000,000 shares authorized, par value $0.001,
16,004,303 and 15,274,303 shares issued and outstanding
outstanding, as of September 30, 2015 and December 31, 2014, respectively			16,004				15,274
Stock for services not yet earned			(271,404	)			(47,504	)
Stock subscription receivable			—				(5,485	)
Additional paid-in capital			1,850,905				1,480,135
Accumulated Deficit			(1,487,383	)			(1,339,617	)
Total Stockholders' Deficit			108,122				102,803
Total Liabilities and Stockholders' Deficit		$	183,070			$	147,803

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

 

 

 

PETRONE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
		Three Months Ended								Nine Months Ended
		September 30,				September 30,				September 30,				September 30,
		2015				2014				2015				2014
Revenues-Consulting		$	—			$	15,523			$	—			$	88,305
Revenues-Product			95,227				—				1,437,117
Total Revenue			95,227				15,523				1,437,117				88,305
Cost of Goods Sold			39,235				—				1,224,575
Gross Margin			55,992				15,523				212,542				88,305
Operating Expenses:
Selling General and Administrative			142,597				844,530				360,308				1,055,139
Total Operating Expenses			142,597				844,530				360,308				1,055,139
Operating Loss			(86,605	)			(829,007	)			(147,766	)			(966,834	)
Net Loss Before Income Taxes			(86,605	)			(829,007	)			(147,766	)			(966,834	)
Income Tax			—				—				—				—
Net Loss		$	(86,605	)		($	829,007	)		($	147,766	)			(966,834	)
Loss per Share, Basic & Diluted		$	(0.01	)		($	0.08	)		$	0.01			($	0.22	)
Weighted Average Shares Outstanding			15,966,260				10,228,056				15,628,191				4,378,260
The accompanying notes are an integral part of these financial statements.

 

 

Petrone WorldWide, Inc.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited)
		Common Shares (1)				Common Amount (1)				Additional Paid in Capital (1)				Stock Issued for Services not Yet Earned				Stock Subscription Receivable				Accumulated Deficit				Total
Balance December 31, 2014			15,274,303				15,274				1,480,135				(47,504	)			(5,485	)			(1,339,617	)			102,803
Cash Received January 2015			—				—				—				—				5,000				—				5,000
Services earned in the quarter 3/31/15			—				—				—				11,876				485				—				12,361
Services earned in the quarter 6/30/15			—				—				—				13,897				—				—				13,897
Shares issued for services 4/11/15			80,000				80				79,920				(62,386	)			—				—				17,614
Shares issued for services on 4/23/15			400,000				400				43,600				(35,802	)			—				—				8,198
Shares issued for services on 7/15/15			250,000				250				247,250				(195,288)				—				—				52,212
Shares earning in the quarter 9/30/15			—				—				—				43,803				—				—				43,803
Net Loss for the period			—				—				—				—				—				(147,766	)			(147,766	)
Balance, September 30, 2015			16,004,303			$	16,004		$		1,850,905		$		(271,404	)		$	—		$		(1,487,383	)		$	108,122

 

PETRONE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
		Nine Months Ended
		September 30,				September 30,
		2015				2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss for the period		$	(147,766	)		$	(966,834	)
Adjustments to reconcile net loss from operations:
Shares issued for services and not yet earned			148,085				828,900
Change in Operating Assets and Liabilities:
(Increase) in accounts receivable			(62,941	)			(5,000	)
(Increase) Decrease in Deposits			(46,884	)			(5,000	)
Increase (decrease) in accounts payable			29,948				—
Increase (decrease) in debt			—
Net cash used in Operating Activities			(79,558	)			(147,934	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Assets			—				—
Net Cash used in Investing Activities			—				—
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from note			—				10,000
Repayment of loans			—
Proceeds from issuance of common stock and subscriptions			5,000				370,000
			—
Net Cash provided by Financing Activities			5,000				380,000
Net Increase (Decrease) in Cash			(74,558	)			232,066
Cash at Beginning of Period			77,803				8,012
Cash at End of Period		$	3,245			$	240,078
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest		$	—			$	—
Cash paid for franchise and income taxes		$	—			$	—

 

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

 

Between January 1, 2015 and March 31, 2015, sales proceeds totaling $703,310 were paid directly by the Company's customers into the bank account of the company's principal supplier. The supplier then charged the Company for the applicable purchases which amounted to $683,357. The difference of $19,953 was paid directly by the principal supplier to the officer of Petrone Worldwide, Inc. as compensation.

Between July 1, 2015 and September 30, 2015 sales proceeds of $311,251 were paid directly by the company's customer into the bank account of the company's principal supplier. The supplier then applied $293,468 towards the cost of t for the applicable purchases. The remaining $17,783 was applied against the suppliers open receivable from the company.

 

 

PETRONE WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine month periods ended September 30, 2015 and 2014

(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. along with a 1 to 500 reverse stock split.

On March 3, 2014 completed an acquisition of a private entity for the issuance of 1,760,542 shares of common stock which was treated for accounting purposes as a reverse merger with the legally acquired entity being accounted for as the acquiring entity for accounting and financial reporting purposes. Hence, the accounting information that is presented in these financial statements is that of the legally acquired entity which is the surviving entity. 

 

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.

 

Accordingly, these unaudited interim condensed financial statements do not include all information and footnote disclosure required fort an annual set of financial statements prepared under Untied States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of June 30, 2015 and for the interim periods presented herein have been reflected in these unaudited interim condensed financial statements and the notes thereto. Interim results included herein are not necessarily indicative of the results to be expected for the fiscal year as a whole. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended December 31, 2014, included in its Annual Report on Form 10k filed April 10, 2015.

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.

 

 

 

 

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.

  

Customer and Purchase Concentration

 

During the three and nine month periods ended September 30, 2015 and 2014, the following customers represented more than 10% of the Company’s sales:

 

		Three Months Ended
		September 30, 2015								September 30, 2014
			$				%				$				%
Total Consulting Revenue			—				—				15,523				100
Total Product Revenue			95,227				100				—				—
Customer  AA			22,159				23.3
Customer A			—				—				—				—
Customer B			—				—				—				—
Customer C			—				—				—				—
Customer D			43,881				46.1				—				—
Customer E			—				—				—				—
Customer F			—				—				15,523				100
Concentration total			66,040				69.4				—				—

 

		Nine Months Ended
		September 30, 2015								September 30, 2014
			$				%				$				%
Total Consulting Revenue			—				—				88,305				100
Total Product Revenue			1,437,117				100				—				—
Customer A			185,450				12.9				—				—
Customer B			311,251				21.7				—				—
Customer C			309,426				21.5				—				—
Customer D			200,535				14.0				—				—
Customer E			193,350				13.4				—				—
Customer F			—				—				88,305				100
Concentration total			1,200,012				83.5				—				—

 

As at September 30, 2015 and December 31, 2014, the following customers represented more than 10% of the Company’s total balance of accounts receivable: 

		As at September 30, 2015								As at December 31 , 2014
			$				%				$				%
Total Accounts Receivable			62,941				100				—				—
Customer AA			6,962				11.1				—				—
Customer B			—				—				—				—
Customer C			—				—				—				—
Customer D			43,881				69.7				—				—
Customer E			—				—				—				—
Customer F			—				—				—				—
Customer G			9,333				14.8
Concentration total			60,176				95.6				—				—

 

Approximately 99% of the Company’s purchases are made to one supplier.

 

NOTE 3 - DEPOSITS

  

		September 30, 2015				December 31, 2014
Product		$	111,884				65,000
Warehouse Space			5,000				5,000
			116,884				70,000

 

As of September 30, 2015 the company had $5,000 deposit for a third party warehouse which is a service company providing space for product to be held in the future as well as $111,884 as a deposit for inventory valued at cost to be received consisting of ktichenware to be sold to their customers

  

NOTE 4 – GOING CONCERN 

 

Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has had continued losses. 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 5 - RELATED PARTY TRANSACTIONS

 

The company had no related party transactions..

 

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

Common Stock Issued

 

In the first quarter 2015 the company expensed $485 to be received in cash as for services and expensed $11,876 in respect of shares issued in prior periods for services performed in the first quarter of 2015.

 

In the second quarter of 2015 the Company expensed $13,897 in respect of shares issued in prior periods for services performed in the second quarter of 2015 and issued 480,000 shares, valued at market, for services to be earned over the next year. The unearned portion of services has been reflected in the equity section as services yet to be earned.

 

In the third quarter of 2015 the Company expensed $43,803 in respect of shares issued in prior periods for services performed in the third quarter of 2015 and issued 250,000 shares, valued at market for services to be earned over the next year. The unearned portion of services has been reflected in the equity section as services yet to be earned.

 

NOTE 7 - 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			$	14,007
	2016			$	22,890

 

 

On May 18, 2015, our Board of Directors authorized the execution of that certain letter of intent dated May 18, 2015 (the "Letter of Intent") with Transpower Components (India) Pvt. Ltd., a company located in New Delhi, India ("Transpower Components"). Transpower Distributors is engaged in the business of manufacturing aluminum foil containers.

 

In accordance with the terms and provisions of the Letter of Intent: (i) Transpower Distributors would sell substantially all of its assets, tangible and intangible, that are used in or necessary for the conduct of its aluminum foil container manufacturing business, including all related intellectual property, the fixed assets, customer lists and the goodwill associated therewith (the "Assets"); (ii) we would pay an aggregate purchase price of $1,600,000 (the "Purchase Price") for acquisition of the Assets, provided that the working capital (current assets less current liabilities) of Transpower Distributors equals or exceeds $-0- as shown on a closing date balance sheet; (iii) the Purchase Price shall be paid as $1,000,000 cash down while the remaining balance of $600,000 would apply towards a leverage buyout; (iv) the parties will engage in due diligence and upon successful completion enter into a definitive agreement; and (v) substantially all of the employees of Transpower Distributors would continue their respective employment with Transpower Distributors. The further terms and provisions of the Letter of Intent provide that the parties will use all reasonable efforts to complete and execute a definitive agreement prior to May 30, 2015.

 

As of the date of this Quarterly Report, we remain involved in our due diligence and have extended the closing date to December 31, 2015.

 

NOTE 8 – SUBSEQUENT EVENTS

 

We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed.

 

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 an aquisition which for accounting purposes is treated as a reverse merger, 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.

 

Letter of Intent

 

On May 18, 2015, our Board of Directors authorized the execution of that certain letter of intent dated May 18, 2015 (the "Letter of Intent") with Transpower Components (India) Pvt. Ltd., a company located in New Delhi, India ("Transpower Components"). Transpower Distributors is engaged in the business of manufacturing aluminum foil containers.

 

In accordance with the terms and provisions of the Letter of Intent: (i) Transpower Distributors would sell substantially all of its assets, tangible and intangible, that are used in or necessary for the conduct of its aluminum foil container manufacturing business, including all related intellectual property, the fixed assets, customer lists and the goodwill associated therewith (the "Assets"); (ii) we would pay an aggregate purchase price of $1,600,000 (the "Purchase Price") for acquisition of the Assets, provided that the working capital (current assets less current liabilities) of Transpower Distributors equals or exceeds $-0- as shown on a closing date balance sheet; (iii) the Purchase Price shall be paid as $1,000,000 cash down while the remaining balance of $600,000 would apply towards a leverage buyout; (iv) the parties will engage in due diligence and upon successful completion enter into a definitive agreement; and (v) substantially all of the employees of Transpower Distributors would continue their respective employment with Transpower Distributors. The further terms and provisions of the Letter of Intent provide that the parties will use all reasonable efforts to complete and execute a definitive agreement prior to May 30, 2015.

 

As of the date of this Quarterly Report, we remain involved in our due diligence and have extended the closing date to December 31, 2015.

 

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 September 30, 2015 and September 30, 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 September 30,
		2015				2014
Revenues		$	95,227			$	15,523
Cost of Goods Sold			39,235				-0-
Operating Expenses			142,597				844,530
Operating Loss			(86,605)				(829,007)
Net loss			(86,605)	)			(829,007)
Net loss per share			(0.01)				(0.08)

 

 

During the three month period ended September 30, 2015, revenue was generally earned in the form of product revenue contrasted with revenue earned during the three month period ended September 30, 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 September 30, 2015 Compared to Three Month Period Ended September 30, 2014.

 

We generated revenues from sale of products of $95,227 during the three month period ended September 30, 2015 compared to generation of revenue in the form of consulting fees of $15,523 during the three month period ended September 30, 2014.

 

Our cost of goods sold during the three month period ended September 30, 2015 was $39,235 compared to cost of goods sold of $-0- during the three month period ended September 30, 2014.

 

Thus, this resulted in gross profit of $55,992 for the three month period ended September 30, 2015 compared to a gross profit of $15,523 for the three month period ended September 30, 2014.

 

During the three month period ended September 30, 2015, we incurred operating expenses of $142,597 compared to $844,530 incurred during the three month period ended September 30, 2014 (a decrease of $701,933). These operating expenses incurred during the three month period ended September 30, 2015 consisted of selling, general and administrative of $142,597 (2014: $844,530) of which the valuation of stock issued for services comprised $96,095 (2014: $778,900).

 

Operating expenses incurred during the three month period ended September 30, 2015 compared to the three month period ended September 30, 2014 decreased primarily due to the decrease in the valuation of stock issues for services.

 

Our loss from operations during the three month period ended September 30, 2015 was ($86,605) compared to a loss from operations of ($829,007) during the three month period ended September 30, 2014.

 

There were no other expenses or income for either the three month periods ended September 30, 2015 or September 30, 2014. Thus, we realized a net loss of ($86,605) or ($0.01) for the three month period ended September 30, 2015 compared to a net loss of ($829,007) or ($0.08) for the three month period ended September 30, 2014 (a decrease of $742,402). The weighted average number of shares outstanding was 15,966,260 for the three month period ended September 30, 2015 compared to 10,228,058 for the three month period ended September 30, 2014.

 

 

Nine Month Period Ended September 30, 2015 Compared to Nine Month Period Ended September 30, 2014.

  

		Nine Month Periods Ended September 30,
		2015				2014
Revenues		$	1,437,117			$	88,305
Cost of Goods Sold			1,224,575				-0-
Operating Expenses			360,308				1,055,139
Operating Loss			(147,766	)			(966,834	)
Net loss			(147,766	)			(966,834	)
Net loss per share			(0.01	)			(0.22	)

 

During the nine month period ended September 30, 2015, revenue was generally earned in the form of product revenue contrasted with revenue earned during the nine month period ended June 30, 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.

 

Our net loss for the nine month period ended September 30, 2015 was ($147,766) compared to a net loss of ($966,834) during the nine month period ended September 30, 2014 (a decrease in net loss of $819,068).

 

We generated revenues from sale of products of $1,437,117 during the nine month period ended September 30, 2015 compared to generation of revenue in the form of consulting fees of $88,305 during the nine month period ended September 30, 2014. Our cost of goods sold during the nine month period ended September 30, 2015 was $1,224,575 compared to cost of goods sold of $-0- during the nine month period ended September 30, 2014.

 

Thus, this resulted in gross profit of $212,542 for the nine month period ended September 30, 2015 compared to a gross profit of $88,305 for the nine month period ended September 30, 2014.

 

During the nine month period ended September 30, 2015, we incurred operating expenses of $360,608 compared to $1,055,139 incurred during the nine month period ended September 30, 2014 (a decrease of $694,531). These operating expenses incurred during the nine month period ended September 30, 2015 consisted of selling, general and administrative of $360,308 (2014: $1,055,139). Of the $360,308 (2014: $1,056,139) incurred in operating expenses during the nine month period ended September 30, 2015, we incurred: (i) $69,707 (2014: $55,263) in travel; (ii) $40,814 (2014: $32,458 in professional fees; (iii) $48,638 (2014: $10,000) in rent; (iv) $148,085 (2014: $828,900) in valuation of stock issued for services; and (v) $21,824 (2014: $92,079) to Mr. Petrone as compensation for services rendered. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

 

Operating expenses incurred during the nine month period ended September 30, 2015 compared to the nine month period ended September 30, 2014 decreased primarily due to the decrease in the valuation of stock issued for services and officer compensation.

 

Our loss from operations during the nine month period ended September 30, 2015 was ($147,766) compared to a loss from operations of ($966,834) during the nine month period ended September 30, 2014.

 

There were no further other expenses or income for either the nine month periods ended September 30, 2015 or September 30, 2014. Thus, we realized a net loss of ($147,766) or ($0.01) for the nine month period ended September 30, 2015 compared to a net loss of ($966,834) or ($0.22) for the nine month period ended September 30, 2014. The weighted average number of shares outstanding was 15,628,191 for the nine month period ended September 30, 2015 compared to 4,378,260 for the nine month period ended September 30, 2014.

 

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

 

Nine Month Period Ended September 30, 2015

 

As of September 30, 2015, our current assets were $178,070 and our current liabilities were $74,948, which resulted in a working capital surplus of $103,122. As of September 30, 2015, current assets were comprised of: (i) $3,245 in cash; (ii) $62,941 in accounts receivable; and (iii) $111,884 in prepaid inventory. As of September 30, 2015, current liabilities were comprised of: (i) $44,948 in accounts payable and accrued expenses; and (ii) $30,000 in note payable.

 

As of September 30, 2015, our total assets were $183,070 comprised of: (i) $178,070 in current assets; and (ii) $5,000 in deposits. The increase in total assets during the nine month period ended September 30, 2015 from fiscal year ended December 31, 2014 was primarily due to the increase in accounts receivable of $62,941 and in prepaid inventory of $111,884.

 

As of September 30, 2015, our total liabilities were $74,948 comprised entirely of $74,948 in current liabilities. The increase in total liabilities during the nine month period ended September 30, 2015 from fiscal year ended December 31, 2014 was primarily due to the increase in accounts payable and accrued expenses of $29,948.

Stockholders’ equity increased from $102,803 for fiscal year ended December 31, 2014 to $108,122 for the nine month period ended September 30, 2015.

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the nine month period ended September 30, 2015, net cash flows used in operating activities was ($79,558) compared to net cash used in operating activities of ($147,934) for the nine month period ended September 30, 2014. Net cash flows used in operating activities consisted primarily of a net loss of $147,766 (2014: $966,834), which was partially adjusted by $148,085 (2014: $828,900) in common stock issued for services. Net cash flows used in operating activities was further changed by an increase of $62,941 (2014: $5,000) for accounts receivable, a decrease of $65,000 (2014: $5,000)in deposits, an increase of $29,948 (2014: $-0-) in accounts payable, and an increase of $111,684 (2014: $-0-) in prepaid inventory.

 

Cash Flows from Investing Activities

 

For the nine month periods ended September 30, 2015 and September 30, 2014, we did not realize cash used or from investing activities.  

 

Cash Flows from Financing Activities

 

For the nine month period ended September 30, 2015, net cash flows from financing activities was $5,000 compared to $380,000 for the nine period ended September 30, 2014. The $5,000 in net cash flows from financing activities during the nine month period related to $5,000 in cash received for stock issuances compared to $370,000 in cash received for stock issuances and $10,000 in proceeds from note during the nine month period ended September 30, 2014.

 

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. We also lease office space in Florida pursuant to an 18-month lease at $1,200 monthly.

 

As of September 30, 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. The note is convertible into shares of stock at market price.

 

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.

 

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 September 30, 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.

 

●

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 third quarter ended September 30, 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

 

During the nine month period ended September 30, 2015, we issued an aggregate 80,000 shares and 400,000 shares of common stock, respectively, to two consultants for services rendered and to be rendered. The 80,000 shares were issued at a mrket price of $1.00 and the 400,000 shares were issued at a market per share price of $0.11. The 480,000 shares were issued in a private transaction to two United States residents in reliance on Rule 506 of Regulation D promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The individuals acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

 

During the nine month period ended September 30, 2015, we issued a further aggregate 250,000 shares of common stock to consultants for services rendered and to be rendered at a per share price of .99 per share. The 250,000 shares were issued in a private transaction to United States residents in reliance on Rule 506 of Regulation D promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The individuals acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

There were no defaults upon senior securities during the six months ended June 30, 2015.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

Effective May 26, 2015, our certifying accountant, Danielle M. Adams, CPA of Adams Advisory, LLC (“Adams”), was dismissed as our independent registered public accounting firm. We have engaged Cutler & Co., LLC, 9605 West 49th Ave Suite 200 Wheat Ridge, Colorado 80033 ("Cuter & Co.") as our principal independent registered public accounting firm effective May 26, 2015. The decision to change our principal independent registered public accounting firm was approved by our Board of Directors.

 

On April 17, 2014, we had engaged Adams as our independent registered public accounting firm. The appointment of Adams was disclosed in a current report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2015 (the "Adams Current Report"). Therefore, Adams was responsible for review of only the quarterly financial statements for quarter ended March 31, 2015. The Adams Current Report reflected the dismissal of Terry L. Johnson, CPA ("Johnson") and the disclosure below pertaining to Johnson.

 

The reports of Johnson our financial statements for years ended December 31,, 2014 and 2013 (which included the balance sheet as of December 31, 2014, and the statement of operations, cash flows and stockholders’ equity as of December 31, 2014), for either of the past two fiscal years, did not contain an adverse opinion or a disclaimer of opinion, nor qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal years ended December 31,2014 and 2013 an and during the subsequent period through to the date of Johnson's dismissal, there were no disagreements between us and Johnson, whether or not resolved, 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 thereto in its report on our audited financial statements.

During the period of Adams appointment through to the date of Adams' dismissal, there were no disagreements between us and Adams, whether or not resolved, on any matter of accounting principles of practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Adams, would have caused Adams to make reference thereto in its report on our reviewed financial statement.

We provided Adams with a copy of the Current Report on Form 8-K and requested that Adams furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not Adams agrees with the statements made in the Current Report on Form 8-K with respect to Adams and, if not, stating the aspects with which it does not agree. We received the requested letter from Adams wherein it has confirmed its agreement to our disclosures in the Current Report with respect to Adams filed with the Securities and Exchange Commission on June 3, 2015.

In connection with our appointment of Cutler & Co. as our principal registered accounting firm at this time, we have not consulted Cutler & Co. on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on our financial statements during the two most recent fiscal years (December 31, 2014 and 2013) and subsequent interim period through the date of engagement. 

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)
16.1	Letter dated June 3, 2015 from Adams Advisory LLC (3)
21.1	Certificate of Incorporation of a Private Limited Company, Company No. 9260615, for Petrone Hospitality Ltd. (4)
21.2	The Companies Act of 2006 Articles of Association of Petrone Hospitality Ltd. (4)
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*

 

* Filed herewith.

 

(1) Incorporated by reference from PetroneWorldwide’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 June 4, 2015.

 

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

 

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: November 16, 2015
	By:	/s/ Victor Petrone, Jr.
		Name:	Victor Petrone, Jr.
		Title:	Principal Executive Officer and Principal Financial Officer