UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2017

OR

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

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

WEI PAI ELECTRONIC COMMERCE CO., LTD.

20F.-5, No.91, Zhongshan 2nd Rd., Qianzhen Dist.

Kaohsiung City 806, Taiwan (R.O.C.)

TEL: +886935514370

(Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES  x NO  o

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 “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  x NO  o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,950,000 as of April 12, 2017.

TABLE OF CONTENTS

WEI PAI ELECTRONIC COMMERCE CO., LTD.

(Formerly PETRICHOR CORP.)

CONDENSED BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

WEI PAI ELECTRONIC COMMERCE CO., LTD.

(Formerly PETRICHOR CORP.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

WEI PAI ELECTRONIC COMMERCE CO., LTD.

(Formerly PETRICHOR CORP.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited financial statements.

WEI PAI ELECTRONIC COMMERCE CO., LTD.

(Formerly PETRICHOR CORP.)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FEBRUARY 28, 2017

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

WEI PAI ELECTRONIC COMMERCE CO., LTD. ("the Company") was incorporated under the laws of the State of Nevada, U.S. on January 14, 2014.

Effective on March 16, 2017, the Company changed its name from " PETRICHOR CORP.," to " WEI PAI ELECTRONIC COMMERCE CO., LTD."

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). The Company has adopted May 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent accounting pronouncements

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 2 – 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 positions, results of operations, and cash flows on February 28, 2017, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in the 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 May 31, 2016 audited financial statements. The results of operations for the nine months ended February 28, 2017 are not necessarily indicative of the operating results for the full year.

NOTE 3 – GOING CONCERN

At February 28, 2017, the Company had no cash and cash equivalents, a working capital deficit of $34,379, and an accumulated deficit of $68,043. Additionally, the Company has incurred losses since its inception, as initial costs were incurred in advance of obtaining customers.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

Management has taken actions to ensure that the Company will continue as a going concern through May 31, 2017, including evaluation and strategic planning to increase working capital, analysis of future operating expenses and commitments, and reviewing other potential funding opportunities. Management believes that these actions will enable the Company to continue as a going concern through the date these financial statements were issued.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – COMMON STOCK

The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share.

Effective on March 16, 2017, the Company amended its Certificate of Incorporation, as amended, to effectuate a 200 for 1 forward stock split of its issued and outstanding shares of common stock. All relevant information relating to numbers of shares and per share information have been retrospectively adjusted to reflect the reverse stock split for all periods presented.

As of February 28, 2017, the Company had 18,950,000 shares issued and outstanding.

NOTE 5 – PREFERRED STOCK

The Company has 10,000,000 shares of blank check preferred stock authorized par value $0.0010 per share (the “Blank Check PS”). The Blank Check PS may be designated into one or more series, from time to time, by the Company’s Board of Directors by filing a certificate pursuant to NRS Chapter 78.

Designating 4,000,000 shares of Blank Check PS as Series A Preferred Stock (“Series A PS”), which Series A PS has the same rights[SV1] , preferences, powers, privileges and restrictions, qualifications and limitations as the Company’s common stock, with the exception that (i) each share of Series A PS is entitled to 2 votes on all matters submitted to the Company’s shareholders for a vote; and (ii) the Series A PS shall convert, on a share for share basis, into shares of the Company’s common stock, at the earlier to occur of the following: (A) any shares of Series A PS that are transferred by the initial holder thereof to an unaffiliated person or entity shall automatically upon said transfer convert to shares of the Company’s common stock; and (B) shares of Series A Preferred Stock shall convert to Company common stock at the election of the holder thereof, upon notice to the Company.

NOTE 6 – RELATED PARTY TRANSACTIONS

During the nine months ended February 28, 2017, operating expense of $26,796 was paid by related party and recorded as due to related party. As of February 28, 2017 and May 31, 2016, the balance due to related party was $31,796 and $5,000, respectively.

NOTE 7 – SUBSEQUENT EVENTS

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”), was transferred from Chun-Hao Chang to Hao Fa Chang, and a change of control of the Company+ 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 $31,796.

Upon the change of control of the Company, 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.

The Company amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to Wei Pai Electronic Commerce Co. Ltd., (ii) effectuate a 200 for 1 forward stock split and change the authorized shares of common stock to 75,000,000 (the “Amendment”). The financials and footnotes for all share and per share amounts reflect the split on a retroactive basis as if the split was occurred on the first day of the first period presented. The board of directors of the Company approved the Amendments on March 14, 2017. The shareholders of the Company approved of the Amendment by written consent on March 14, 2017. The Amendment became effective on March 16, 2017. We are awaiting final approval from FINRA.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

General

Wei Pai Electronic Commerce Co. Ltd. was incorporated in the State of Nevada on January 14, 2014 as Petrichor Corp. and established a fiscal year end of May 31. We have minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations in the business of web-based human translation. As of today, we have registered our company, developed our business plan and registered a domain name for our web site. To date, we recognized the $1,560 of revenue.

Petrichor Corp. hoped to position itself to take full advantage of the fast growing Internet industry. Our concept would allow anyone who has a mobile devise or computer and access to the Internet to send us documents for translation from different languages.

On January 28, 2016, Petrichor Corp. (the “Company”) filed a Certificate of Amendment to Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State. The Amendment, a copy of which is attached as an exhibit hereto, became effective on February 2, 2016, and effected the following amendments to the Company’s Articles of Incorporation:

A. An 80:1 reverse split of the Company’s issued an outstanding common stock (the “Reverse Split”). Prior to the Reverse Split the Company had 7,580,000 shares of common stock issued and outstanding. After the Reverse Split the Company had 94,750 shares of common stock issued and outstanding. The Reverse Split did not result in any fractional shares. The number of shares of common stock authorized for issuance by the Company was not affected by the Reverse Split.

B. The authorization of 10,000,000 shares of blank check preferred stock, par value $0.0010 per share (the “Blank Check PS”). The Blank Check PS may be designated into one or more series, from time to time, by the Company’s Board of Directors by filing a certificate pursuant to NRS Chapter 78.

C. Designating 4,000,000 shares of Blank Check PS as Series A Preferred Stock (“Series A PS”), which Series A PS has the same rights, preferences, powers, privileges and restrictions, qualifications and limitations as the Company’s common stock, with the exception that (i) each share of Series A PS is entitled to 2 votes on all matters submitted to the Company’s shareholders for a vote; and (ii) the Series A PS shall convert, on a share for share basis, into shares of the Company’s common stock, at the earlier to occur of the following: (A) any shares of Series A PS that are transferred by the initial holder thereof to an unaffiliated person or entity shall automatically upon said transfer convert to shares of the Company’s common stock; and (B) shares of Series A Preferred Stock shall convert to Company common stock at the election of the holder thereof, upon notice to the Company.

On April 22, 2016, Liudmila Shokhina, the principal shareholder of the Company, consummated the transactions contemplated by a Stock Purchase Agreement, dated April 4, 2016, which provided for the sale of 5,000,000 shares of common stock of the Company (the “Shares”) to Chun-Hao Chang (the “Purchaser”). The consideration paid for the Shares, which represent 65.96% of the issued and outstanding share capital of the Company on a fully-diluted basis, was $242,750. The source of the cash consideration for the Shares was personal funds of the Purchaser. In connection with the transaction, Mrs. Shokhina released the Company from all debts owed to her.

On May 2, 2016, the existing director and officer, Chun-Hao Chang appointed Mei-Chun Lin as the Chief Financial Officer of the Company and to serve on the Company’s board of directors.

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”), were transferred from Chun-Hao Chang to Hao Fa Chang, and a change of control 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.

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.

On March 16, 2017, the Company amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to Wei Pai Electronic Commerce Co. Ltd., (ii) effectuate a 200 for 1 forward stock split and change the authorized shares of common stock to 75,000,000 (the “Amendment”). The board of directors of the Company approved the Amendments on March 14, 2017. The shareholders of the Company approved of the Amendment by written consent on March 14, 2017.

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.

Our Services

Petrichor Corp. was online-only translation company. Wei Pai Electronic Commerce Co., Ltd. now plans to enter the Taiwanese market within the next 12 months by establishing an ecommerce website platform to sell third party products to Taiwanese consumers.

RESULTS OF OPERATION

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

NINE MONTH PERIOD ENDED FEBRUARY 28, 2017 COMPARED TO NINE MONTH PERIOD ENDED FEBRUARY 29, 2016

Our net loss for the Nine-month period ended February 28, 2017 was $30,536 compared to a net loss of $9,847 during the nine-month period ended February 29, 2016. During the nine-month period ended February 28, 2017 and February 29, 2016 we did not generate any revenue.

During the nine-month period ended February 28, 2017, we incurred general and administrative expenses of $30,536 compared to $9,847 incurred during nine-month period ended February 29, 2016. General and administrative expenses incurred during the nine-month period ended February 28, 2017 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

THREE MONTH PERIOD ENDED FEBRUARY 28, 2017 COMPARED TO THREE MONTH PERIOD ENDED FEBRUARY 29, 2016

Our net loss for the three-month period ended February 28, 2017 was $6,505 compared to a net loss of $5,507 during the three-month period ended February 29, 2016. During the three-month period ended February 28, 2017 and February 29, 2016 we did not generate any revenue.

During the three-month period ended February 28, 2017, we incurred general and administrative expenses of $6,505 compared to $5,507 incurred during three-month period ended February 29, 2016. General and administrative expenses incurred during the three-month period ended February 28, 2017 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

LIQUIDITY AND CAPITAL RESOURCES

NINE MONTH PERIOD ENDED FEBRUARY 28, 2017

As of February 28, 2017, our current assets were $0 compared to $3,333 in current assets at May 31, 2016. As of February 28, 2017, our current liabilities were $34,379. Current liabilities were comprised of $31,796 in advances from a Director and $2,583 in accounts payable.

Stockholders’ deficit was $33,979, as of February 28, 2017, compared to stockholder’s deficit of $3,443 as of May 31, 2016.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the nine-month period ended February 28, 2017, net cash flows used in operating activities was $26,796, consisting of a net loss of $30,536, prepaid expenses of $3,333, accounts payable of $287 and depreciation of $120. Net cash flows used in operating activities was $18,000 during nine-month period ended February 29, 2016.

CASH FLOWS FROM INVESTING ACTIVITIES

We neither generated, nor used, funds in investing activities during the nine-month period ended February 28, 2017. Net cash flows used in investing activities was $0 during nine-month period ended February 29, 2016.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advances from shareholders or the issuance of equity instruments. For the nine month period ended February 28, 2017, net cash provided by financing activities was $26,796. During nine-month period ended February 29, 2016, net cash flows from financing activities was $0.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

As of February 28, 2017, we had no material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' audit report accompanying our May 31, 2016 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended February 28, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No report required.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No report required.

ITEM 5. OTHER INFORMATION

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”), were transferred from Chun-Hao Chang to Hao Fa Chang, and a change of control 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.

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.

On March 16, 2017, the Company amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to Wei Pai Electronic Commerce Co. Ltd., (ii) effectuate a 200 for 1 forward stock split and change the authorized shares of common stock to 75,000,000 (the “Amendment”). The board of directors of the Company approved the Amendments on March 14, 2017. The shareholders of the Company approved of the Amendment by written consent on March 14, 2017.

ITEM 6. EXHIBITS

Exhibits:

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.