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~~September 30, 2015

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Petrus Resources Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		27-0625383
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

15321 NW 60th Ave Suite 109

Miami Lakes, FL 33014

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (941) 347-7380

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] . No [] .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [] .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer []	.	Accelerated filer[]

Non-accelerated filer [] (Do not check if a smaller reporting company)	.	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 [] . No [X] .

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November ~~August 31~~30, 2015 the registrant had 8,000,000 issued and outstanding shares of common stock.

PETRUS RESOURCES CORPORATION.

Table of Contents

PART I. FINANCIAL INFORMATION	PAGE
Item 1. Financial Statements (unaudited):	4
Balance Sheets	5
Statements of Operations	6
Statements of Cash Flows	7
Notes to Financial Statements (unaudited)	8
Item 2. Management’s Plan of Operations	910
Item 3. Quantitative and Qualitative Disclosures About Market Risk	910
Item 4T. Controls and Procedures	9
Item 4. Controls and Procedures	10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	1011
Item 1A. Risk Factors	1011
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	1011
Item 3. Defaults upon Senior Securities	1011
Item 4. Removed and Reserved	1011
Item 5. Other Information	1011
Item 6. Exhibits	1112
Signatures	1213

- 2 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The Financial Statements of the Company required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence on the following page, together with related Notes. In the opinion of management, these Financial Statements fairly present the financial condition of the Company, but should be read in conjunction with the Financial Statements of the Company for the year ended December 31, 2014 previously filed in a 10K with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying interim financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim financial statements for the ~~six~~nine months ended ~~June~~September 30, 2015 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2015.

- 3 -

PETRUS RESOURCES CORPORATION

FINANCIAL STATEMENTS

~~June~~September 30, 2015

		Page(s)
		Page
Balance Sheets as of June 30, 2015 (unaudited) and December 31, 2014		5
Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014		5
Statements of Operations for the three and six months ended June 30, 2015 and 2014 (unaudited)		6
Statements of Operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)		6
Statements of Cash Flows for the six months ended June 30, 2015 and 2014		7
Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		7
Notes to the Financial Statements (unaudited)		8
Notes to the Unaudited Financial Statements		8

- 4 -

Petrus Resources Corporation
Balance Sheets
	June 30, 2015 (unaudited)			December 31, 2014 (audited)
	September 30, 2015 (unaudited)			December 31, 2014
ASSETS
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
Accounts payable	$	4,215		$	4,215
Related party payable		1118,~~929~~789			11,929
Total current liabilities		1623,~~144~~004			16,144
Stockholder's deficit
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		-			-
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding; respectively		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,000,000 shares issued and outstanding		800			800
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,000,000 shares issued and outstanding; respectively		800			800
Additional paid in capital		-			-
Deficit accumulated during the development stage		(16,944	)		(16,944	)
Accumulated deficit		(23,804	)		(16,944	)
Total stockholder's deficit		(1623,~~144~~004	)		(16,144	)
Total liabilities and stockholder's deficit	$	-		$	-
See accompanying notes to unaudited financial statements.

- 5 -

Petrus Resources Corporation
Statements of Operations (unaudited)
	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Revenue	$	-		$	-		$	-		$	-
General and administrative		-			-			-			2,350
Operating expenses
Total operating expenses		-			-			-			2,350
General and administrative		6,860			4,400			6,860			6,750
Net loss	$	-		$	-		$	-		$	(2,350	)
Total operating expenses		6,860			4,400			6,860			6,750
Basic and diluted loss per common share	$	0.00		$	0.00		$	0.00		$	0.00
Net loss	$	(6,860	)	$	(4,400	)	$	(6,860	)	$	(6,750	)
Weighted average shares outstanding		8,000,000			8,000,000			8,000,000			8,000,000
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding- Basic and Diluted		8,000,000			8,000,000			8,000,000			8,000,000
See accompanying notes to unaudited financial statements.

- 6 -

Petrus Resources Corporation
Statements of Cash Flows (unaudited)
	Six months ended June 30,
	2015		2014
Cash flows from operating activities
Net loss	$	-	$	(2,350	)
Changes in operating liability:
Accounts payable		-		-
Related party payable				2,500
Net cash used in operating activities		-		-
Cash flows from investing activities		-		-
Net cash provided by financing activities		-		-
Net change in cash		-		-
Cash, beginning of period		-		-
Cash, end of period	$	-	$	-
Supplemental cash flow information
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
See accompanying notes to unaudited financial statements.

Petrus Resources Corporation
Statements of Cash Flows (unaudited)

	Nine months ended September 30,
	2015			2014
Cash flows from operating activities
Net loss	$	(6,860	)	$	(6,750	)
Changes in operating liability:
Accounts payable		-			(250	)
Related party payable		6,860			7,000
Net cash used in operating activities		-			-

Net change in cash		-			-
Cash, beginning of period		-			-
Cash, end of period	$	-		$	-

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to unaudited financial statements.

- 7 -

PETRUS RESOURCES CORPORATION

Notes to Financial Statements

~~(unaudited)~~September 30, 2015

~~June 30, 2015~~(Unaudited)

NOTE 1 – ~~CONDENSED~~ FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows as of ~~June~~September 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been ~~condensed or~~ omitted. It is suggested that these ~~condensed~~ financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements. The results of operations for the periods ended ~~June~~September 30, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUBSEQUENT EVENTS

On August 24, 2015, Petrus Resources Corporation announced it has signed a letter of intent with Fort Lauderdale based Waters Club Worldwide Inc. ("WCW") to enter into a share exchange and plan of reorganization that will result in WCW shareholders owning approximately 85 percent of the outstanding shares of common stock and all shares of the preferred stock of the reorganized Company. The transaction is subject to the execution of definitive documents, an effective registration statement with the SEC and the reconfirmation of investors in the Company's offering and approval of the Company's shareholders.

- 8 -

PETRUS RESOURCES CORPORATION

Notes to Financial Statements

September 30, 2015

(Unaudited)

NOTE 3 – RELATED PARTY TRANSACTIONS

As of September 30, 2015, the Company owed a related party in the amount of $18,789 to Miguel Dotres, sole director, for payment of the Company's expenses. The amount payable is non-interest bearing and due on demand.

NOTE 4 – SUBSEQUENT EVENTS

Effective November 18, 2015, the Registrant dismissed Messineo & Co, CPAs, LLC ("Messineo"), which did audit Registrant's year-end financial statements for the years ended December 31, 2014 and 2013 and perform procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015. The change in the Registrant's auditors was recommended and approved by the Board of Directors of the Registrant.

On November 18, 2015, and effective the same date, on the recommendation of the Registrant's Board of Directors, the Registrant engaged MaloneBailey, LLP, as its independent registered audit firm to audit the Registrant's financial statements for the fiscal year ended December 31, 2015 and to perform procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q, beginning with the quarter ending September 30, 2015.

- 9 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The Company is in its initial stages of development with no revenues or income and is subject to all the risks inherent in the creation of a new business. Since the Company's principal activities to date have been limited to organizational activities and prospect development, it has no record of any revenue-producing operations. Consequently, there is no operating history upon which to base an assumption that the Company will be able to achieve its business plans.

Critical Accounting Policy and Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Results of Operations

We have had no operating revenues since our inception on March 2, 2011 through ~~June~~September 30, 2015, and have ~~been~~incurred ~~inactive, incurring $0~~ operating expenses ~~for~~in the ~~three~~amount ~~and~~of ~~six~~$23,804 ~~months~~for ~~ending~~the ~~June~~same ~~30, 2015~~period. Our activities have been primarily financed from the proceeds of share subscriptions and loans.

For the ~~six~~nine months ended ~~June~~September 30, 2015, professional fees and filing expenses were $06,860, compared to $26,~~350~~750 for the ~~six~~nine months ended ~~June~~September 30, ~~2015~~2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

Item 4T4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that the Company's disclosure controls and procedures were not effective.

The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.

- 910 -

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls as of the end of the period covered by the report and up to the filing date of this Quarterly Report on Form 10-Q. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

Item.2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

- 1011 -

Item 6. Exhibits

The following exhibits are filed herewith:


Exhibit Number	Exhibit Description

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	XBRL

- 1112 -

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, thereunto duly authorized.

	Petrus Resources Corporation
Date: August 31, 2015	By: /s/ Miguel Dotres
Date: November 30, 2015	By: /s/ Miguel Dotres
	President, CEO, and Director

- 1213 -

Filing Compare · WATERS CLUB HOLDINGS, INC.