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EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - Champion Pain Care Corpf10qa063013_ex31z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - Champion Pain Care Corpf10qa063013_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - Champion Pain Care Corpf10qa063013_ex32z1.htm
EX-2.1 - EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT - Champion Pain Care Corpf10qa063013_ex2z1.htm


U.S. Securities and Exchange Commission

Washington, D.C. 20549



Form 10-Q /A

(Amendment No. 1)



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


For the quarterly period ended: June 30, 2013


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


For the transition period from   _______ to _______



Commission File No.  333-162084



OICco Acquisition I, Inc.

(Name of Registrant in its Charter)



Delaware

27-0625383

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)


4412 8th St. SW, Vero Beach, FL 32968

(Address of principal executive offices)


(954) 362-7598

(Registrant’s telephone number, including area code)



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  X . No      .


APPLICABLE ONLY TO CORPORATE ISSUERS:


As of August 6, 2013 the registrant had 5,000,000 issued and outstanding shares of common stock.






OICCco Acquisition I, Inc.


TABLE OF CONTENTS



PART I.     FINANCIAL INFORMATION

PAGE

 

 

Item 1.  Financial Statements (unaudited):

3

 

 

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

9

  

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

10

  

 

Item 4T.  Controls and Procedures

10

  

 

PART II.     OTHER INFORMATION

 

  

 

Item 1.  Legal Proceedings

11

 

 

Item 1A. Risk Factors

11

 

 

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

11

 

 

Item 3.   Defaults upon Senior Securities

11

 

 

Item 4.   Removed and Reserved

11

 

 

Item 5.   Other Information

11

 

 

Item 6.   Exhibits

11

 

 

Signatures

11




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, 2012 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 months ended June 30, 2013 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2013.




3




OICCO ACQUISITION I, INC.

(A Development Stage Company)


FINANCIAL STATEMENTS

June 30, 2013




INDEX


  

  

Page(s)

Balance Sheets as of June 30, 2013 and December 31, 2012

5

  

  

 

Statements of Operations for the three and six months ended June 30, 2013 and 2012 and the Period of July 24, 2009 (Inception) to June 30, 2013

6

  

  

 

Statements of Cash Flows for the six months ended June 30, 2013 and 2012 and the Period of July 24, 2009 (Inception) to June 30, 2013

7

  

  

 

Notes to the Unaudited Financial Statements

8




4




OICCO ACQUISITION I, INC.

(A Development Stage Company)

Balance Sheets

(unaudited)

 

 

 

 

 

 

 

 

 

June 30, 2013

 

December 31, 2012

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

$

1,505

 

$

1,505

Total current assets

 

1,505

 

 

1,505

 

 

 

 

 

 

 

Total assets

$

1,505

 

$

1,505

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

$

21,070

 

$

18,450

 

Related party payables

 

15,967

 

 

15,567

Total current liabilities

 

37,037

 

 

34,017

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

Common stock, $0.0001 par value; 100,000,000 shares authorized; 45,000,000 and issued and outstanding

4,500

 

 

4,500

 

Additional paid in capital

 

25,408

 

 

25,408

 

Deficit accumulated during the development stage

(65,440)

 

 

(62,420)

Total stockholders' deficit

 

(35,532)

 

 

(32,512)

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,505

 

$

1,505

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.




5




OICCO ACQUISITION I, INC.

(A Development Stage Company)

Statements of Operations (Unaudited)

 

 

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

Period from

July 24, 2009

(Inception) to

June 30,

 

2013

 

2012

 

2013

 

2012

 

2013

Revenue

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees

 

3,020

 

 

1,000

 

 

3,020

 

 

11,170

 

 

50,637

 

General and administrative

 

-

 

 

-

 

 

-

 

 

-

 

 

14,803

Total operating expenses

 

3,020

 

 

1,000

 

 

3,020

 

 

11,170

 

 

65,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(3,020)

 

$

(1,000)

 

$

(3,020)

 

$

(11,170)

 

$

(65,440)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

45,000,000

 

 

4,000,000

 

 

45,000,000

 

 

4,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.




6



 

OICCO ACQUISITION I, INC.

(A Development Stage Company)

Statements of Cash Flows (unaudited)

 

 

 

 

 

 

 

 

 

Period from

July 24, 2009

(Inception) to

 

 

 

Six months ended June 30,

 

June 30,

2013

 

 

 

2013

 

2012

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net loss

$

(3,020)

 

$

(11,170)

 

$

(65,440)

 

Adjustments to reconcile net loss to net cash

used by operating activities

 

 

 

 

 

Common stock issued for services

 

-

 

 

-

 

 

5,908

 

 

Common stock issued for acquisition

 

-

 

 

-

 

 

4,000

 

Changes in operating liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

2,620

 

 

11,170

 

 

21,070

 

 

Accounts Payable - Related  Party

 

400

 

 

-

 

 

15,967

Net cash used in operating activities

 

(400)

 

 

-

 

 

(18,495)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of stock

 

-

 

 

-

 

 

20,000

Net cash provided by financing activities

 

-

 

 

-

 

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

-

 

 

-

 

 

1,505

 

 

Cash at beginning of period

 

1,505

 

 

-

 

 

-

 

 

Cash at end of period

$

1,505

 

$

-

 

$

1,505

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

-

 

$

-

 

$

-

 

 

Cash paid for income taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to unaudited financial statements.




7



OICCO ACQUISITION I, INC.

Notes to Financial Statements

June 30, 2013


NOTE 1 – BASIS OF PRESENTATION


The accompanying interim financial statements of OICco Acquisition I, Inc (“the Company”) have been prepared 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 30, 2013, 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, 2012 audited financial statements. The results of operations for the periods ended June 30, 2013 and 2012 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. These factors raise substantial doubt about 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.


NOTE 3 – RELATED PARTY LOANS


From inception on July 24, 2009 to June 30, 2013, the Company has received loans from a related party totaling $15,967 including $400 during the six months ended June 30, 2013 to fund operations. These loans are non interest bearing, due on demand and as such are included in current liabilities.


NOTE 4 – SUBSEQUENT EVENTS


On November 15, 2012, the company closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement Imperial Automotive Group, Inc. became a wholly-owned subsidiary of OICco and OICco acquired the business and operations of Imperial Automotive Group, Inc.


On January 14, 2013, Mr. Joshua G. Sisk tendered his resignation as President and member of the Board of Directors of the Company.  The resignation was not related to any disagreement with the Company or its management.


On January 14, 2013, the Board of Directors approved the appointment of Miguel Dotres as President, Secretary, and Treasurer for the Company, and Mr. Dotres accepted said positions.  


In July 2013, Imperial Automotive Group, Inc. returned the 40,000,000 common shares in relation to the share exchange agreement, and remains a subsidiary of the Company.


On May 29th 2013, the company entered into a share exchange agreement and plan of reorganization with Champion Pain Care Corp.   




8



Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


OICco Acquisition I, Inc. (the "Company"), was incorporated on July 24, 2009 under the laws of the State of Delaware, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.   On November 15, 2012, the company closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement Imperial Automotive Group, Inc. became a wholly-owned subsidiary of OICco and OICco acquired the business and operations of Imperial Automotive Group, Inc.


In December 2012, the company’s subsidiary Imperial Automotive Group Inc. began to execute a new business plan wherein Imperial Automotive Group Inc. began operations as a marketer and distributor of automobiles, small buses, specialty vehicles, limousines and custom vehicles.  


Imperial Automotive Group Inc. (‘IAG”) is a limousine and specialty vehicle manufacturing company.  IAG intends to utilize the expertise of various suppliers for superior engineering design, warranty support to its customers, rebates for chassis purchases and a source of marketing funds.  IAG’s design team also has a significant amount of experience in the creation and restoration of custom and classic automobiles.  


On May 29th 2013, the company entered into a Share Exchange Agreement and Plan of Reorganization with Champion Pain Care Corp. (“CPCC”). The Exchange Agreement contains customary representations, warranties, and conditions. In the Share Exchange Agreement, 31.5 Million shares of the company will be exchanged for all of the shares of CPCC so that CPCC becomes a wholly owned subsidiary of the company.


CPCC, located at 48 Wall Street, 10th Floor, New York, NY 10005, is incorporated in Nevada and is a wholly-owned subsidiary of Champion Care Corp. (“Champion”), a Canadian company registered in the Province of Ontario. CPCC has the rights to market and implement the proprietary Champion Pain Care Protocol (“the Protocol”), developed by Champion, in specialized pain management practices across the US.


The Protocol is a new, proprietary medical approach for the treatment and management of chronic pain, a debilitating condition which inhibits normal pain messaging to the brain. If the pain lasts for an extended period, generally 8 weeks, it causes the brain to limit the manufacturing and the release of natural pain killers (“NPK’s”) such as endorphins, serotonin and dynorphin. Existing medical interventions generally treat symptoms by masking pain with powerful drugs such as Oxycodone, Vicodin and Morphine which prevent the restoration of normal brain chemistry. The Protocol reactivates the production and release of NPK’s by restoring normal brain chemistry through accurate testing and diagnosis, irritant identification, inflammation reduction, behavioural changes and carefully planned use and control of existing medications. The Protocol often results in significant decreases and, in some case, elimination of prescription medications, provides better relief from chronic pain, reduces long term disabilities and costs, delivers successful management of chronic pain and provides better efficacy than existing medical options. Many patients experience improvements in their quality of life and a return to better activity levels. Reduction of chronic pain delivers financial relief to funding agencies by removing the burden of life-long support for many of their clients and to patients through improvements to their quality of life.


CPCC is now introducing the Protocol to clinics which specialize in pain management and are seeking improved care for their patients to augment or replace their standard treatments. CPCC is currently seeking licensing, joint venture or acquisition agreements with such clinics. Once the Protocol is established at a clinic, the doctors can treat their patients by assessing their needs and directing other personnel, such as counselors, massage therapists, nurse practitioners and dieticians, to provide the individualized, comprehensive care that is needed. Pharmacies will also be established at selected clinics so that patients can purchase the prescription medications that are still needed.


CPCC has identified approximately 1,500 private medical practices in the US that provide pain management services to their patients. It is the intention of CPCC to deliver the Protocol through qualified clinics in the US and to secure accreditation for the Protocol at each clinic through CARF International (“CARF”), an organization that provides accreditation for Medical Rehabilitation, including pain management therapies. CARF accreditation ensures that standardized service will be provided in all clinics that adopt the Protocol. At the time of this report, CPCC has entered into four acquisition agreements with clinics in Arizona, California and Florida and three other agreements are in progress with clinics in Delaware, Nevada and Ohio.


More information on CPCC can be seen at www.championpaincare.com.


As a result of the agreement established with CPCC, the company has decided to no longer pursue the the business opportunity presented by AIC.




9



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 July 24, 2009 through June 30, 2013, and have incurred operating expenses in the amount of $65,440 for the same period.    Our activities have been primarily financed from the proceeds of share subscriptions and loans.


For the three months ended June 30, 2013, professional fees expenses were $3,020, compared to $1,000 for the three months ended June 30, 2012.


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates, foreign exchange rates and commodity prices. Changes in these factors could cause fluctuations in our results of operations and cash flows.


Item 4T.

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.


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.

 



10



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.


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 





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.



  

OICco Acquisition, Inc.

  

  

Date: August 21, 2013

By:  /s/ Miguel Dotres

  

President, CEO, and Director




11