0001640334-17-000460.txt : 20170313 0001640334-17-000460.hdr.sgml : 20170313 20170313110713 ACCESSION NUMBER: 0001640334-17-000460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170310 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETRICHOR CORP. CENTRAL INDEX KEY: 0001604082 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 300806514 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-198969 FILM NUMBER: 17684345 BUSINESS ADDRESS: STREET 1: 4F., NO.150, BO?AI RD., ZHONGZHENG DIST. CITY: TAIPEI CITY STATE: F5 ZIP: 100 BUSINESS PHONE: 886223123696 MAIL ADDRESS: STREET 1: 4F., NO.150, BO?AI RD., ZHONGZHENG DIST. CITY: TAIPEI CITY STATE: F5 ZIP: 100 8-K 1 ptrr_8k.htm FORM 8-K ptrr_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): March 10, 2017

 

PETRICHOR CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada

 

333-198969

 

30-0806514

(State of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

0F.-5, No.91, Zhongshan 2nd Rd., Qianzhen Dist., Kaohsiung City 806, Taiwan (R.O.C.)

(Address of principal executive offices)

 

+88673342667

(Registrant's telephone number, including area code)

 

N/A

(Former Name or former address if changed from 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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

 
 
 

Item 5.01 Changes in Control of Registrant.

 

On March 10, 2017, as a result of a private transaction, the control block of voting stock of this company, represented by 65,000 shares of common stock (the “Shares”), has been transferred from Chun-Hao Chang to Hao Fa Chang, and a change of control of Petrichor Corp. (the “Company”) has occurred. The consideration paid for the Shares, which represent 69% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $200,000. The source of the cash consideration for the Shares was personal funds of Hao Fa Chung. In connection with the transaction, Chun-Hao Chang released the Company from all accounts payable and loans due to related parties of $27,914.

 

There are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

 

Upon the change of control of the Company, which occurred on March 10, 2017, the existing directors and officer resigned immediately. Accordingly, Chun-Hao Chang, serving as a director and as an officer, ceased to be the Company’s Chief Executive Officer. Also, Mei-Chun Lin, serving as a director and as an officer, ceased to be the Company’s Principal Accounting Officer. At the effective date of the transfer, Hao Fa Chang assumed the role as Chairman of the Board of Directors and President, Chief Executive Officer, Principal Officer, and Treasurer of the Company.

 

Hao Fa Chang, age 40, was a sales associate and insurance broker at Golden Insurance Brokers based in Kaohsiung Taiwan, from 2009 to the present. Hao Fa Chang graduated from Hsing Wu University and majored in management.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Resignation and appointment of officer and directors.

 
 
2
 
 

  

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.

 

 

 

Petrichor Corp.
       
March 13, 2017

By:

/s/ Hao Fa Chang

 

 

Hao Fa Chang

  
  Title:

President

  

 

 
3
 
 

 

EXHIBIT INDEX

 

Exhibit No.

Document Description

   

99.1

Resignation and appointment of officers and directors.

 

 

4

 EX-99.1 2 ptrr_ex911.htm RESIGNATION AND APPOINTMENT OF OFFICER AND DIRECTORS ptrr_ex911.htm

EXHIBIT 99.1

 

DIRECTORS RESOLUTIONS

OF

PETRICHOR CORP.

(the “Company”)

 

WHEREAS:

 

A. Chun-Hao Chang has consented to step down as an officer and as a Member of the Board of Directors of the Company.

 

 
B. Mei-Chun Lin has consented to step down as an officer and as a Member of the Board of Directors of the Company.

 

 
C. Hao Fa Chang has consented as the new President, CEO, Treasurer and a Member of the Board of Directors of the Company.

  

BE IT RESOLVED THAT:

 

D.

Chun-Hao Change has consented to step down as an officer and as a Member of the Board of Directors of the Company.

 

 

E.

Mei-Chun Lin has consented to step down as an officer and as a Member of the Board of Directors of the Company.

 

 
F. Hao Fa Chang has consented as the new President, CEO, Treasurer and a Member of the Board of Directors of the Company.

  

 

 

Effective date: March 10, 2017

 

 

 

 

 

 

 

 

 

 

 

/s/ Chun-Hao Chang

     /s/ Mei-Chun Lin  

 

Chun-Hao Chang

   

Mei-Chun Lin

  

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Hao Fa Chang

 

 

 

 

 

Hao Fa Chang