UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO
§240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
Petrone
Worldwide, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
7164X
10 3
(CUSIP Number)
Victor Petrone, Jr.
Chief Executive Officer of Petrone Worldwide,
Inc.
2200 N. Commerce Parkway
Weston, Florida 33326
855-297-3876
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
March
25, 2015
(Date of Event Which Requires Filing
of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section §240.13d-7
for other parties to whom copies are to be sent.
*The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
Names of Reporting Persons.
I.R.S. Identification Nos. of above
persons (entities only)
Victor Petrone, Jr. |
2. |
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) [ ]
(b) [ ] |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions)
OO, PF |
5. |
Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ] |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With |
7. |
Sole Voting Power
11,760,542 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
11,760,542 |
10. |
Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned
by Each Reporting Person
11,760,542 |
12. |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
[ ] |
13. |
Percent of Class Represented by Amount
in Row (11)
77% (1) |
14. |
Type of Reporting Person (See Instructions)
IN |
(1) This percentage
is calculated based on 15,274,303 shares of common stock of the Issuer which were issued and outstanding as of March 25, 2015,
as confirmed by the transfer agent of the Issuer and as disclosed in the Form 10-K for the year ended December 31, 2014 filed with
the Securities and Exchange Commission on March 30, 2015.
EXPLANATORY NOTE
THIS STATEMENT OF CHANGE OF BENEFICIAL OWNERSHIP
PERTAINS TO SECURITIES OF THE ISSUER ISSUED TO REPORTING PERSON ON MARCH 25, 2015. THE CHANGE IN THE OWNERSHIP OF THE REPORTING
PERSON WAS ORIGINALLY REPORTED ON FORM 4 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2015 AND IN ITEM 1.01 OF
THE CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 2015.
This Amendment No. 3 to Schedule
13D is being filed to note a decrease in the reporting person’s ownership from 88% to 77%. It amends the original Schedule
13D filed by the reporting person on January 15, 2016, as amended by Amendment No. 1 to Schedule 13D filed by the reporting person
on January 15, 2016, as further amended by Amendment No. 2 to Schedule 13D filed by the reporting person on January 15, 2016 (the
"Schedule 13D"). All defined terms used but not otherwise defined herein have the meanings assigned to those terms in
the Schedule 13D. |
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Item 1. Security and Issuer.
This Statement on Schedule 13D relates
to the common stock, par value $0.001 per share (“Common Stock”), of Petrone Worldwide, Inc., a Nevada corporation
(the “Issuer”), and is being filed by Victor Petrone, Jr. The Issuer’s current principal executive offices are
located at 2200 N. Commerce Parkway, Weston, Florida 33326.
Item 2. Identity and Background.
(a) |
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This Schedule 13D is being filed by Victor Petrone, Jr. (the “Reporting Person”) |
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(b) |
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The principal business address of the Reporting Person is c/o Petrone Worldwide, Inc., 2200 N. Commerce Parkway, Weston, Florida 33326. |
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(c) |
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The Reporting Person is the sole officer (Chairman of the Board, President/Chief Executive Officer, Secretary, and Treasurer/Chief Financial Officer) and sole director of the Issuer. |
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(d) |
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The Reporting Person has not, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
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The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. |
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(f) |
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The Reporting Person is a citizen of the United States. |
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Item 3. Source and Amount of Funds
or Other Consideration.
Item 3 of the Schedule 13D is hereby
amended and restated as follows:
On March 3, 2014, the Reporting Person acquired
1,760,542 shares of Common Stock from the Issuer pursuant to a reverse merger (the “Merger”) of Petrone Worldwide,
Inc., a private company, with the Issuer. In connection with the Merger, the Issuer acquired 100% of the ownership interest in
Petrone Worldwide, Inc. In conjunction with the Merger, (i) we effectuated a name change from Diabetex International Corp. to Petrone
Worldwide, Inc. along with a 1 for 500 reverse stock split on February 26, 2014, (ii) Michael P. Roth, the former sole officer
and sole director of the Issuer, resigned from all of his officer and director positions with the Issuer on February 28, 2014,
and (iii) the Reporting Person was appointed as the sole officer (Chairman of the Board, President/Chief Executive Officer, Secretary,
and Treasurer/Chief Financial Officer) and sole director of the Issuer on March 3, 2014.
On August 1, 2014, the Reporting Person acquired
an additional 10,000,000 shares of Common Stock from the Issuer at a per share price of $0.001 per share as founder shares for
an aggregate purchase price of $10,000 (the “Founder Share Acquisition) with his personal funds.
On February 10, 2015, the Reporting
Person acquired an additional 15,000,000 shares of Common Stock (“Settlement Acquisition Shares”) from the Issuer in
accordance with the terms of a settlement agreement (“Settlement Agreement”) entered into between the Reporting Person
and the Issuer whereby the Reporting Person agreed to settle an amount $150,000 owed by Issuer to Reporting Person by the Issuer’s
issuance of 15,000,000 shares of Common Stock (valued at a price of $0.01 per share) to the Reporting Person (the “Settlement
Acquisition”).
On March 25, 2015, Board of Directors
of the Issuer and the Reporting Person determined that it is in our best interests of the Issuer and the shareholders of the Issuer
to rescind the Settlement Agreement in light of the availability of other settlement options and/or potential financing structures.
Therefore, on March 25, 2015, the Reporting Person returned the Settlement Acquisition Shares (15,000,000 shares of Common Stock)
to the Issuer for cancellation and return to the treasury of the Issuer (“Cancelled Settlement Acquisition”).
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby
amended and restated as follows:
The Reporting Person beneficially
owns 11,760,542 shares of Common Stock (“Shares”) as a result of shares of Common Stock acquired pursuant to the
Merger, the Founder Share Acquisition and the Settlement Acquisition, and shares of Common Stock disposed of pursuant to the
Cancelled Settlement Acquisition, described in Item 3 above.
The Reporting Person expects to evaluate
on an ongoing basis the Issuer’s financial condition and prospects and its interest in, and intentions with respect to, the
Issuer’s and his investment in the securities of the Issuer, which review may be based on various factors, including but
not limited to, the Issuer’s business and financial condition, results of operations and prospects, general economic and
industry conditions, the price and availability of shares of the Issuer’s securities, the conditions of the securities markets
in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities.
Accordingly, the Reporting Person reserves the right to change his intentions regarding the Issuer as he deems appropriate. In
particular, the Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions
or otherwise, increase his investment in securities of the Issuer or dispose of all or a portion of the securities of the Issuer
that he now owns or may hereafter acquire. As a member of management of the Issuer the Reporting Person may take positions with
respect to and seek to influence the Issuer regarding the matters discussed above. Such suggestions or positions may include one
or more plans or proposals that relate to or would result in any of the actions required to be reported herein.
Other than the Reporting Person’s
beneficial ownership of the Shares described in this Schedule 13D and the transaction described above in Item 3 and except as set
forth above, the Reporting Person does not have any current plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer or the disposition of the securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or of any of its subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies
on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the issuer by any other person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or (j) any similar action to those enumerated
above.
Item 5. Interest in Securities of
the Issuer.
Item 5 to the Schedule 13D is hereby amended, in pertinent
part, as follows:
(a) |
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As of March 25, 2015 (“the date of this report”), the Reporting Person beneficially owns 11,760,542 shares of Common Stock, representing approximately 77% of the issued and outstanding shares of Common Stock. The foregoing percentage is calculated based on 15,274,303 shares of Common Stock issued and outstanding as of the date of this report, as confirmed by the transfer agent of the Issuer and as disclosed in the Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on March 30, 2015. |
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(b) |
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The information
set forth in Item 5(a) of this Schedule 13D is incorporated herein by reference. The Reporting Person has sole voting power and
sole dispositive power over the shares of Common Stock, and does not have shared voting power or shared dispositive power over
any shares of Common Stock. |
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(c) |
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The Reporting Person has not effected any transactions, other than those described herein in the class of securities described herein during the past 60 days of the date of this report. |
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(d) |
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Other than the Reporting Person, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
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(e) |
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The reporting person remains the beneficial owner of more than 5% of the class of securities described herein. |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Person does not have any
contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged
securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence
of which would give another person voting power or investment power over such securities.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: January 20, 2016
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/s/ Victor Petrone, Jr. |
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Victor Petrone, Jr. |
Petrone Worldwide (CE) (USOTC:PFWIQ)
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