Attached files
U.S. 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: September 30, 2013
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
For the transition period from _______ to _______
Commission File No. 333-162084
OICco Acquisition I, Inc.
(Name of Registrant in its Charter)
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Delaware
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27-0625383
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer I.D. No.)
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48 Wall Street, 10th Floor, New York, NY 10005
(Address of principal executive offices)
1-877-966-0311
(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 o
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). xYes o 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):
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes oNo
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 13, 2013 the registrant had 45,000,000 issued and outstanding shares of common stock.
OICco Acquisition I, Inc.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
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10
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10
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PART II. OTHER INFORMATION
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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, 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 nine months ended September 30, 2013 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2013.
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OICCO ACQUISITION I, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2013
INDEX
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Page(s)
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OICCO ACQUISITION I, INC.
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(A Development Stage Company)
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Balance Sheets
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(unaudited)
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September 30, 2013
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December 31, 2012
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ASSETS
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Current assets
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Cash
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$ | 1,505 | $ | 1,505 | ||||
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Total current assets
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1,505 | 1,505 | ||||||
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Total assets
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$ | 1,505 | $ | 1,505 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$ | 21,070 | $ | 18,450 | ||||
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Related party payables
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15,967 | 15,567 | ||||||
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Total current liabilities
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37,037 | 34,017 | ||||||
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Stockholders' deficit
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Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding
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500 | 4,500 | ||||||
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Additional paid in capital
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29,408 | 25,408 | ||||||
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Deficit accumulated during the development stage
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(65,440 | ) | (62,420 | ) | ||||
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Total stockholders' deficit
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(35,532 | ) | (32,512 | ) | ||||
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Total liabilities and stockholders' deficit
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$ | 1,505 | $ | 1,505 | ||||
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See accompanying notes to unaudited financial statements.
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OICCO ACQUISITION I, INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
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| Period from July 24, | ||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | 2009 (Inception) to | ||||||||||||||||||
| 2013 | 2012 | 2013 | 2012 | September 30, 2013 | ||||||||||||||||
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Revenue
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$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
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Operating expenses
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Professional fees
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— | 4,175 | 3,020 | 15,345 | 50,637 | |||||||||||||||
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General and administrative
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— | — | — | — | 14,803 | |||||||||||||||
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Total operating expenses
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— | 4,175 | 3,020 | 15,345 | 65,440 | |||||||||||||||
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Net Income (loss)
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$ | — | $ | (4,175 | ) | $ | (3,020 | ) | $ | (15,345 | ) | $ | (65,440 | ) | ||||||
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Basic and diluted loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted average shares outstanding
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32,985,348 | 4,000,000 | 32,985,348 | 4,000,000 | ||||||||||||||||
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See accompanying notes to unaudited financial statements.
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OICCO ACQUISITION I, INC.
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(A Development Stage Company)
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Statements of Cash Flows (unaudited)
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Nine months ended September 30,
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Period from July 24, 2009 (Inception)
to September 30, 2013 |
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2013
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2012
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Cash flows from operating activities
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Net loss
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$ | (3,020 | ) | $ | (15,345 | ) | $ | (65,440 | ) | |||
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Adjustments to reconcile net loss to net cash used by operating activities
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Common stock issued for services
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— | — | 5,908 | |||||||||
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Common stock issued for acquisition
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— | — | 4,000 | |||||||||
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Changes in operating liabilities:
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Accounts payable
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2,620 | 11,945 | 21,070 | |||||||||
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Accounts Payable - Related Party
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400 | 3,400 | 15,967 | |||||||||
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Net cash used in operating activities
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— | — | (18,495 | ) | ||||||||
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Cash flows from investing activities
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— | — | — | |||||||||
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Cash flows from financing activities
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Proceeds from sale of stock
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— | — | 20,000 | |||||||||
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Net cash provided by financing activities
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— | — | 20,000 | |||||||||
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Net change in cash
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— | — | 1,505 | |||||||||
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Cash at beginning of period
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1,505 | — | — | |||||||||
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Cash at end of period
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$ | 1,505 | $ | — | $ | 1,505 | ||||||
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Noncash investing and financing activities
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Cancellation of shares issued for acquisition of Imperial
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(4,000 | ) | — | (4,000 | ) | |||||||
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Supplemental cash flow information
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Cash paid for interest
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$ | — | $ | — | $ | — | ||||||
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Cash paid for income taxes
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$ | — | $ | — | $ | — | ||||||
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See accompanying notes to unaudited financial statements.
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OICCO ACQUISITION I, INC.
Notes to Unaudited Financial Statements
September 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 September 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 September 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 September 30, 2013, a related party has paid $15,967 in operating expenses on behalf of the Company, including $400 during the nine months ended September 30, 2013. These amounts are non interest bearing, due on demand and as such are included in current liabilities.
NOTE 4 – EQUITY
On July 11, 2013, Imperial Automotive Group returned 40,000,000 shares to the Company which were originally issued for the acquisition in 2011.
NOTE 5 – SUBSEQUENT EVENTS
On October 23, 2013, the Company closed its acquisition agreement with Champion Pain Care Corp. and issued 31.5 million shares of its common stock to Champion Care Corp of Toronto, Canada as disclosed in the Company's current report on Form 8K filed on October 23, 2013.
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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. Under the terms of the Share Exchange Agreement, 31.5 Million shares of the company were exchanged for all of the shares of CPCC so that CPCC became a wholly owned subsidiary of the company. Additional details regarding the Share Exchange Agreement and business of CPCC were disclosed on the Company's Form 8K filed on October 23, 2013.
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 business opportunity presented by AIC.
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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 September 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 September 30, 2013, professional fees expenses were $0, compared to $4,175 for the three months ended September 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 Terrance Owen. Based on and as of the date of such evaluation, our CEO has concluded that the Company’s disclosure controls and procedures were not effective.
The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our PEO/PFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy once funds are available; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.
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. 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.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We may become involved in various lawsuits and legal proceedings arising in the ordinary course of business. Litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may have an adverse effect on our business, financial conditions or operating results. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
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:
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Exhibit
Number
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Exhibit Description
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Certification of the Principal Executive Officer and Principal 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
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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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.
| OICco Acquisition, Inc. | ||
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Date: November 13, 2013
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By: |
/s/ Terrance Owen
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Chief Executive Officer and Director
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