Page 4 of 7 SEC Filing
Item 3. Source and Amount of Funds
or Other Consideration.
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.
Item 4. Purpose of Transaction.
The Reporting Person beneficially owns
1,760,542 shares of Common Stock (“Shares”) as a result of shares of Common Stock acquired pursuant to the Merger 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.
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