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, 2016

. 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 ~~September~~November 1521, 2016 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	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	10

Item 4T. Controls and Procedures	11

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	11

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	11

Item 3. Defaults upon Senior Securities	12

Item 4. Removed and Reserved	12

Item 5. Other Information	12

Item 6. Exhibits	12

Signatures	13

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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, 2015 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 unaudited financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying interim unaudited financial statements for the ~~six~~nine months ended ~~June~~September 30, 2016 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2016.

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PETRUS RESOURCES CORPORATION

FINANCIAL STATEMENTS

~~June~~September 30, 2016

		Page(s)
		Page
Balance Sheets as of June 30, 2016 and December 31, 2015- (unaudited)		5
Balance Sheets as of September 30, 2016 and December 31, 2015 (unaudited)		5
Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)		6
Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)		6
Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)		7
Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)		7
Notes to the Unaudited Financial Statements		8

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Petrus Resources Corporation
Petrus Resources Corporation Balance Sheets
Balance Sheets (Unaudited)
(Unaudited)
	June 30, 2016			December 31, 2015
	September 30, 2016			December 31, 2015
ASSETS
Total assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	6,~~680~~180		$	6,680
Related party payable		2224,789			18,789
Total current liabilities		2930,~~469~~969			25,469
Stockholders' deficit
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized; 8,000,000 shares issued and outstanding		800			800
Additional paid in capital		-			-
Accumulated deficit		(3031,~~269~~769	)		(26,269	)
Total stockholders' deficit		(2930,~~469~~969	)		(25,469	)
Total liabilities and stockholders' deficit	$	-		$	-
See accompanying notes to unaudited financial statements.

See accompanying notes to unaudited financial statements.

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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,
	2016			2015			2016			2015
Revenue	$	-		$	-		$	-		$	-
Operating Expenses
General and administrative		1,500			-6,860			45,~~000~~500			-6,860
Total operating expenses		1,500			-6,860			45,~~000~~500			-6,860
Net loss	$	(1,500	)	$	-(6,860	)	$	(45,~~000~~500	)	$	-(6,860	)
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
Weighted average common shares outstanding - basic and diluted		8,000,000			8,000,000			8,000,000			8,000,000

See accompanying notes to unaudited financial statements.

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Petrus Resources Corporation
Statements of Cash Flows (Unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2016			2015
Cash flows from operating activities
Net loss	$	(45,~~000~~500	)	$	-(6,860	)
Changes in operating liability:
Changes in operating liabilities:
Increase in accounts payable		4,000			-
Accounts payable		5,500			-
Related party payable		-			6,860
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	$	-		$	-
Supplemental disclosure of non-cash financing activity
Due to related party for expenses paid on behalf of the Company	$	46,000		$	-

See accompanying notes to unaudited financial statements.

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PETRUS RESOURCES CORPORATION

Notes to Financial Statements

(unaudited)

June 30, 2016

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required to be included in a complete set of financial statements in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company's 2015 Annual Report filed with the SEC on March 30, 2016.

NOTE 2 – GOING CONCERN

The Company's unaudited interim 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. These conditions raise substantial doubt as to the Company's ability 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.

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PETRUS RESOURCES CORPORATION

Notes to Financial Statements

(~~unaudited~~Unaudited)

~~June~~September 30, 2016

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The ~~officers~~officer of the Company provides office services without charge. At inception on March 2, 2011, the Company issued 8,000,000 common shares valued at par to our sole officer and director as a partial repayment for expenses paid on behalf of the company.

During the ~~six~~nine months ~~June~~ended September 30, 2016, the CEO paid ~~bills~~expenses on behalf of the Company in the amount of $46,000. As of ~~June~~September 30, 2016 the Company owed advances of $2224,789, to Miguel Dotres, one of the officers of the Company. These advances are unsecured, carry no interest, and are due on demand.

NOTE 4 – SHARE ~~EXCHANGE~~EXCAHNGE AND PLAN OF REORGANIZATION

On March 3, 2016, we entered into a Share Exchange and Plan of Reorganization ("Agreement" or the "Share Exchange") with The Waters Club Worldwide, Inc. WCW is a private company incorporated in Florida in 2014, with offices at 401 East Las Olas Blvd., Suite 1400, Fort Lauderdale, Florida 33301. At the closing of the Agreement (which is contingent upon the effectiveness of this post-effective amendment to our registration statement and a 80% reconfirmation vote under Rule 419 and other closing conditions), pursuant to the terms of the Agreement, 8,000,000 shares of our common stock, par value $0.0001 per share will be issued to WCW shareholders holding 100% of the issued and outstanding common shares of WCW. Upon completion of the foregoing transactions, (i) WCW will become our wholly-owned subsidiary, (ii) WCW's common stockholders will acquire 82% of our issued and outstanding common stock in exchange for their shares of WCW Common Stock, and (iii) we will change our name to The Waters Club Worldwide, Inc. As of ~~June~~September 30, 2016 the Agreement with WCW has not closed and was further amended on October 28, 2016, see note 5.

NOTE 5 – SUBSEQUENT EVENTS

~~Subsequent~~On toOctober ~~June 30~~28, 2016, we amended the ~~CEO~~March ~~paid~~3, ~~bills~~2016 onShare ~~behalf~~Exchange and Plan of Reorganization ("Agreement" or the ~~Company~~"Share Exchange") with The Waters Club Worldwide, Inc. (the "Amended Agreement"). WCW is a private company incorporated in Florida in 2014, with offices at 750 W Sunrise Blvd, Fort Lauderdale, Florida 33311. At the ~~amount~~closing of the Amended Agreement, pursuant to the terms of the Amended Agreement, 89,000,000 shares of our common stock, par value $10.0001 per share will be issued to WCW shareholders holding 100% of WCW's issued and outstanding common shares and 20,000,000 shares of our Preferred Stock will be issued to the WCW shareholders holding 100% of the WCW Preferred Stock. Upon completion of the foregoing transactions, (i) WCW will become our wholly-owned subsidiary and (ii) we will change our name to Waters Club Holdings, Inc.

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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 interim unaudited 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.

Liquidity and Capital Resources

During the ~~six~~nine months ended ~~June~~September 30, 2016 and 2015, cash used in operating activities was $~~nil~~0. Cash used in operating ~~activity~~activities during the ~~six~~nine months ended ~~June~~September 30, 2016 ~~included~~include a net loss of $45,~~000~~500 compared to a net loss of $06,860 for the ~~six~~nine months ended ~~June~~September 30, 2015. The net loss for the ~~six~~nine months ended ~~June~~September 30, 2016 included a charge of $45,~~000~~500 for audit fees. We had a non-cash item in the amount of $46,000 due to related party for expenses paid on behalf of the Company. The net loss for the nine months ended September 30, 2015 included a charge of $6,860 for audit fees.

Results of Operations

We have had no operating revenues, and have an accumulated deficit of $3031,~~269~~769. Our activities have been primarily financed from the proceeds of share subscriptions and ~~loans~~related party advances.

For the ~~three~~nine months ended ~~June~~September 30, 2016, professional fees and filing expenses were $15,500, compared to $~~0 for the three months ended June 30~~6,860 ~~2015. For the six months ended June 30, 2016, professional fees and filing expenses were $4,000, compared to $0~~ for the ~~six~~nine months ended ~~June~~September 30, 2015. ~~The increase is due to new audit firm fees.~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Required

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Item 4T. 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.

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 during the ~~six~~three months ~~June~~September 30, 2016 through the filing date of the quarterly 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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

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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: September 16, 2016	By: /s/ Miguel Dotres
Date: November 21, 2016	By: /s/ Miguel Dotres
	President, CEO, and Director

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