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: June 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)

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:

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

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

PETRONE WORLDWIDE, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Month Periods Ended June 30, 2015 and 2014

(Unaudited)

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

* denotes a loss of less than $(0.01) per share. 

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

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

Between January 1, 2015 and March 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..

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

PETRONE WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six month periods ended June 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 for 500 reverse stock split.

On March 3, 2014, we 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 is in these financial statements is that of the legally acquired entity which is the surviving entity.

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. 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 Report, we have now 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.

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.

The Company’s financial statements include Petrone Worldwide, Inc. and its 100% owned non active subsidiary Petrone Hospitality Ltd.. All intercompany transactions have been eliminated in consolidation.

(B)Condensed Consolidated Unaudited Interim Financial Statements

The accompanying unaudited interim consolidated 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 consolidated 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 consolidated 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 consoliodated 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 10-K filed April 10, 2015.

 (C) 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.

(D) 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 June 30, 2015 and December 31, 2014, the Company had no cash equivalents.

(E) Operating Leases

The Company commencing in March of 2015 leases office space in London, England under a year lease agreement its base rent is $3,400. 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.

(F) Business Segments

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

(G) 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.

(H) 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:

The Company's financial instruments consist of cash, deferred costs, accounts payable, accrued expenses and notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of June 30, 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.

(I) 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.

(J) 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.

(K) 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.

(L) 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.

(M) 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:

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.

(N) Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

(O) Allowance for Doubtful Accounts

The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customers ability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debts based on historical experience. The company has limited experienced in accounts receivable but feels collections are assured based upon their due diligence and thus has not established a reserve. At June 30, 2015 Accounts Receivable consisted of $306,204, and the Company has not recorded an allowance for doubtful accounts.

(P) Customer and Purchase Concentration

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

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

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

NOTE 3 - DEPOSITS

As of June 30, 2015 and December 31, 2014, the Company had on deposit $65,000 for inventory product. This product is a new type of kitchen ware and is under development. The timing of its development completion is uncertain. Therefore, the deposit has been included in noncurrent assets. The $5,000 deposit was made for a third party warehouse which is a service company providing space for product to be held in the future.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

The Company has one note payable for $20,000 with an unrelated third party individual who paid for professional costs on behalf of the Company. The note expired in 2012. The note is convertible into shares of stock at the borrower’s option at the market price. The loan is unsecured, bears no interest and is now due on demand.

The Company is also obligated to an unrelated third party for $10,000 payable on demand without interest. The note is also convertible into shares of stock at the borrower’s option at the market price.

NOTE 5 – 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 6- RELATED PARTY TRANSACTIONS

For the six months ended June 30, 2015 and 2014 the Company paid its chief executive officer for services $21,824 and $77,579, respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.

No preferred stock was issued or outstanding during the three and six months ended June 30, 2015 or 2014.

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

Effective February 26, 2014, the Company completed a 500:1 reverse split. All share numbers disclosed in these financial shares have been retrospectively restated for the reverse split.

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’s shares at a value of $10,000, 220,000 shares were issued for cash of $100,000 which created a market price of $0.4545 per share and 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 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 which. The unearned portion of services has been reflected in the equity section as services yet to be 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: 

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 9 – 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 June 30, 2015 and June 30, 2014 and should be read in conjunction with the financial statements, and notes thereto, included with this Quarterly Report.

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

Three Month Period Ended June 30, 2015 Compared to Three Month Period Ended June 30, 2014.

We generated revenues from sale of products of $557,348 during the three month period ended June 30, 2015 compared to generation of revenue in the form of consulting fees of $43,859 during the three month period ended June 30, 2014.

Our cost of goods sold during the three month period ended June 30, 2015 was $469,489 compared to cost of goods sold of $-0- during the three month period ended June 30, 2014.

Thus, this resulted in gross profit of $87,859 for the three month period ended June 30, 2015 compared to a gross profit of $43,859 for the three month period ended June 30, 2014.

During the three month period ended June 30, 2015, we incurred operating expenses of $105,600 compared to $75,191 incurred during the three month period ended June 30, 2014 (an increase of $13,591). These operating expenses incurred during the three month period ended June 30, 2015 consisted of selling, general and administrative of $105,600 (2014: $75,191).

Operating expenses incurred during the three month period ended June 30, 2015 compared to the three month period ended June 30, 2014 increased primarily due to the increase in consulting expenses relating to compensating our consultants and other professionals engaged.

Our loss from operations during the three month period ended June 30, 2015 was ($17,741) compared to a loss from operations of ($31,332) during the three month period ended June 30, 2014.

There were no further other expenses or income for either the three month periods ended June 30, 2015 or June 30, 2014. Thus, we realized a net loss of ($17,741) or ($0.01) for the three month period ended June 30, 2015 compared to a net loss of ($31,332) or ($0.02) for the three month period ended June 30, 2014. The weighted average number of shares outstanding was 15,648,808 for the three month period ended June 30, 2015 compared to 1,956,070 for the three month period ended June 30, 2014.

Our net loss for the three month period ended June 30, 2015 was ($17,741) compared to a net loss of ($31,332) during the three month period ended June 30, 2014 (a decrease in net loss of $13,591).

Six Month Period Ended June 30, 2015 Compared to Six Month Period Ended June 30, 2014.

During the six month period ended June 30, 2015, revenue was generally earned in the form of product revenue contrasted with revenue earned during the six 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 six month period ended June 30, 2015 was ($61,161) compared to a net loss of ($137,827) during the six month period ended June 30, 2014 (a decrease in net loss of $76,666).

We generated revenues from sale of products of $1,341,890 during the six month period ended June 30, 2015 compared to generation of revenue in the form of consulting fees of $72,872 during the six month period ended June 30, 2014. Our cost of goods sold during the six month period ended June 30, 2015 was $1,185,340 compared to cost of goods sold of $-0- during the six month period ended June 30, 2014.

Thus, this resulted in gross profit of $1,185,340 for the six month period ended June 30, 2015 compared to a gross profit of $72,872 for the six month period ended June 30, 2014.

During the six month period ended June 30, 2015, we incurred operating expenses of $217,711 compared to $137,827 incurred during the six month period ended June 30, 2014 (an increase of $7,102). These operating expenses incurred during the six month period ended June 30, 2015 consisted of selling, general and administrative of $217,711 (2014: $210,609). Of the $217,711 incurred in operating expenses during the six month period ended June 30, 2015, we paid Mr. Petrone $21,824 (2014: $77,579) 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 six month period ended June 30, 2015 compared to the six month period ended June 30, 2014 increased primarily due to the increase in consulting expenses relating to compensating our consultants and other professionals engaged.

Our loss from operations during the six month period ended June 30, 2015 was ($61,161) compared to a loss from operations of ($137,827) during the six month period ended June 30, 2014.

There were no further other expenses or income for either the six month periods ended June 30, 2015 or June 30, 2014. Thus, we realized a net loss of ($61,161) or ($0.00) for the six month period ended June 30, 2015 compared to a net loss of ($137,827) or ($0.13) for the six month period ended June 30, 2014. The weighted average number of shares outstanding was 15,462,590 for the six month period ended June 30, 2015 compared to 1,062,509 for the six month period ended June 30, 2014.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

Six Month Period Ended June 30, 2015

As of June 30, 2015, our current assets were $328,625 and our current liabilities were $299,993, which resulted in a working capital surplus of $28,632. As of June 30, 2015, current assets were comprised of: (i) $22,421 in cash; and (ii) $306,204 in accounts receivable. As of June 30, 2015, current liabilities were comprised of: (i) $269,993 in accounts payable and accrued expenses; and (ii) $30,000 in note payable.

As of June 30, 2015, our total assets were $398,625 comprised of: (i) $328,625 in current assets; and (ii) $70,000 in deposits. The increase in total assets during the six month period ended June 30, 2015 from fiscal year ended December 31, 2014 was primarily due to the increase in accounts receivable of $306,204.

As of June 30, 2015, our total liabilities were $299,993 comprised entirely of $299,993 in current liabilities.

Stockholders’ equity decreased from $102,803 for fiscal year ended December 31, 2014 to $98,632 for the six month period ended June 30, 2015.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended June 30, 2015, net cash flows used in operating activities was ($60,382) compared to net cash used in operating activities of ($97,827) for six month period ended June 30, 2014. Net cash flows used in operating activities consisted primarily of a net loss of $61,161 (2014: $137,827), which was partially adjusted by $51,990 (2014: $50,000) in common stock issued for services. Net cash flows used in operating activities was further changed by an increase of $306,204 (2014: $5,000) for accounts receivable, $254,993 in accounts payable (2014: $5,000) and $-0- (2014: $5, 000) in deposits.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

For the six month period ended June 30, 2015, net cash flows used in financing activities was $5,000 compared to $100,000 for the six period ended June 30, 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. We also lease office space in Florida pursuant to an 18-month lease at $1,200 monthly.

As of June 30, 2015, our material commitments consisted of the following:

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:

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 June 30, 2015, our internal control over financial reporting is not effective based on those criteria, due to the following:

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 second quarter ended June 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 six month period ended June 30, 2015, we issued an aggregate 80,000 shares and 400,000 shares of common stock, respectively, to two consultants to satisfy amounts due and owing. The 80,000 shares were issued at a per share price of $1.00 and the 400,000 shares were issued at a 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.

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 fiscal years ended June 30, 2014 and June 30, 2013 (which included the balance sheet as of June 30, 2014, and the statement of operations, cash flows and stockholders’ equity as of June 30, 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 June 30, 2014 and June 30, 2013 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 (June 30, 2014 and 2012) 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

(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.