UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K /A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED – MAY
26, 2015
PETRONE WORLDWIDE INC.
(Exact name of Registrant as specified in its
charter)
NEVADA |
|
000-30380 |
|
87-0652348 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
2685 Hackney Road
Weston, Florida 33331
(Address of principal executive offices)
(855) 297-3876
(Registrant's telephone number, including area
code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities Act |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
EXPLANATORY NOTE:
This Amendment No. 1 to Current Report on Form 8-K is being filed to (i) include the required letter of Danielle M. Adams, CPA
to the Securities and Exchange Commission as Exhibit 16.1 to this Form 8-K and (ii) amend and restate the disclosure provided
in Item 4.01 of the Form 8-K as filed on June 1, 2015, to reflect the receipt and filing of such letter.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Petrone Worldwide Corp., a Nevada corporation
(the "Company") reports in this Current Report on Form 8-K a change in certifying accountants. Effective May 26, 2015,
the Company's certifying accountant, Danielle M. Adams, CPA of Adams Advisory, LLC (“Adams”), was dismissed as the
Company's independent registered public accounting firm. The Company has engaged Cutler & Co., LLC, 9605 West 49th Ave Suite
200 Wheat Ridge, Colorado 80033 ("Cuter & Co.") as its principal independent registered public accounting firm effective
May 26, 2015. The decision to change its principal independent registered public accounting firm has been approved by the Company’s
board of directors.
On April 17, 2014, the Company had engaged Adams as its 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 on the Company’s
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 the ability of the Company to continue as
a going concern. During the Company’s 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 the Company 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 the Company’s
audited financial statements.
During the period of Adams appointment through
to the date of Adams' dismissal, there were no disagreements between the Company 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 the Company's reviewed financial
statement.
The Company has provided Adams with a copy
of this Current Report on Form 8-K and has requested that Adams furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not Adams agrees with the statements made in this Current Report on Form 8-K with respect
to Adams and, if not, stating the aspects with which it does not agree. The Company has not received the requested letter from
Adams wherein it has confirmed its agreement to the Company’s disclosures in this Current Report with respect to Adams.
A copy of Adams' letter has been filed as an exhibit to this Current Report. A copy of Johnson's letter was filed as an exhibit
to the Adams Current Report.
In
connection with the Company’s appointment of Cutler & Co. as the Company’s principal registered accounting firm
at this time, the Company has 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 the Company’s
financial statements during the two most recent fiscal years (June 30, 2014 and 2012) and subsequent interim period through the
date of engagement.
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial Statements
and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
16.1 |
Letter from Danielle M. Adams, CPA dated June 3, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PETRONE WORLDWIDE INC. |
|
|
DATE: June
4 , 2015 |
/s/ Victor Petrone
Name: Victor Petrone
Title: President/Chief Executive Officer |
EXHIBIT 16.1
Danielle
M. Adams, CPA
Adams Advisory, LLC
1135 Bonita
Drive, Unit B
Encinitas,
California 92024
June 3, 2015
Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements made
by PETRONE WORLDWIDE, INC., which were provided to us and which we understand will be filed with the Commission pursuant to Item
4.01 of its Form 8-K, regarding our resignation as their certifying accountant. We agree with the statements concerning our firm
in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.
We hereby consent to the filing of this letter as
an exhibit to the foregoing report on Form 8-K.
Very truly yours,
/s/ Danielle M. Adams
Danielle M. Adams, CPA
Adams Advisory, LLC
Petrone Worldwide (CE) (USOTC:PFWIQ)
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