8-K

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): October 18, 2013

OICco Acquisition I, Inc.

 (Exact name of registrant as specified in its charter)

Delaware	333-162084	27-0625383
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

48 Wall Street, 10th Floor New York, NY	10005
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 1-877-966-0311

4412 8th Street, SW

Vero Beach, FL 32968

(Former name or former address, if changed since 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:

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

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

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

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

EXPLANATORY NOTE

Unless otherwise indicated or the context otherwise requires, all references in this Form 8-K to “we,” “us,” “our,” or “the Company” refer to Champion Pain Care Corp.This report contains summaries of the material terms of the agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and qualified in their entirety by, reference to those agreements, all of which are incorporated herein by reference.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Some of the discussion under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 8-K may include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements with respect to anticipated future operations and financial performance, growth and acquisition opportunities and other similar forecasts and statements of expectation.  We intend such statements to be covered by the safe harbor provisions for forward-looking statements created thereby.  These statements involve known and unknown risks and uncertainties, such as our plans, objectives, expectations and intentions, and other factors that may cause us, or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.  Many of these factors are listed in Item 1A “Risk Factors” and elsewhere in this Form 8-K.

In some cases, you can identify forward-looking statements by statements that include the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “may,” “should,” “believe,” “seek”, “prospective” or other similar expressions.

Specifically, this report contains forward-looking statements, including statements regarding the following topics:

·   the ability of our acquired clinics to renew their agreements, registrations or other arrangements with the agencies that provide funding for the treatment and management of chronic pain;

·   our ability to increase the number of clinics acquired and our ability to realize the benefits of any such acquisitions, including the anticipated benefits of economies of scale; and

·   our ability to adequately predict and control medical expenses and to make reasonable estimates and maintain adequate accruals for estimated medical expenses payable.

The forward-looking statements reflect our current view about future events and are subject to risks, uncertainties and assumptions.  We wish to caution readers that certain important factors specific to our business may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement.  The following important factors could prevent us from achieving our goals and cause the assumptions underlying our forward-looking statements to be incorrect:

·   our ability to integrate the operations of any clinics that we may acquire in the future;

·   our ability to realize any anticipated revenues, economies of scale, cost synergies or productivity gains in connection with any acquired clinics;

·   the potential for unanticipated issues, expenses and liabilities associated with acquired clinics;

·   the risk that any acquired clinic fails to meet its expected financial and operating targets;

·   the potential for diversion of management time and resources in seeking to integrate the operations of acquired clinics;

·   our potential failure to retain key employees;

·   the impact of significantly increased levels of indebtedness entered into for the acquisition of clinics on our funding costs, operating flexibility and ability to fund ongoing operations with additional borrowings, particularly in light of ongoing volatility in the credit and capital markets;

·   the potential for dilution to our shareholders as a result of the acquisition of clinics with our shares;

·   our ability to operate pursuant to the terms of our debt obligations and to meet all financial covenants;

2

·   the loss of, or a material negative amendment, to any of our significant contracts that we may enter into;

·   failure to receive accurate and timely revenue, claim, membership and other information from the funding agencies;

·   future legislation and changes in governmental regulations;

·   increased operating costs;

·   reductions in government funding of the Medicare program and changes in the political environment that may affect public policy and have an adverse impact on the demand for our services;

·   general economic and business conditions;

·   increased competition;

·   changes in estimates and judgments associated with our critical accounting policies;

·   federal and state investigations;

·   our ability to successfully recruit and retain key management personnel and qualified medical professionals; and

·   impairment charges that could be required in future periods.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

1.01 Entry into a Material Definitive Agreement

On May 29th 2013, we entered into a Share Exchange Agreement and Plan of Reorganization (the Exchange Agreement”) with Champion Pain Care Corp. (“CPCC”), a private company incorporated in Nevada on January 31, 2013 with offices at 48 Wall Street, 10th Floor, New York, NY 10005. On October 18, 2013 and pursuant to the terms of the Exchange Agreement, 31,500,000 shares of our common stock, par value $0.001 per share (the “Common Stock”) were issued to Champion Care Corp., a Canadian corporation (“Champion Toronto”), in exchange for shares of common stock of CPCC owned by Champion Toronto, representing 100% of the issued and outstanding shares of CPCC. Upon completion of the foregoing transactions, CPCC became our wholly-owned subsidiary. We intend to change the name of our subsidiary company to Champion Pain Care Corp.

For accounting purposes, the Exchange Agreement described above was treated as a reverse acquisition and recapitalization of CPCC, because, prior to the transactions, we were a non-operating public shell and, subsequent to the transaction, the shareholder of CPCC owned a majority of our outstanding Common Stock and now exercises significant influence over our operating and financial policies.

Item 2.01 Completion of Acquisition or Disposition of Assets

We refer to Item 1.01 above, “Entry into a Material Definitive Agreement” and incorporate the contents of that section herein, as if fully set forth under this Section 2.01.

OUR BUSINESS

Our Company

We are a pain management company that will specialize in the delivery of a proprietary pain management protocol, the Champion Pain Care Protocol (the “Protocol”), which we license from our principal shareholder, Champion Care Corp. (“Champion Toronto”), through the acquisition of pain management practices throughout the United States.

Our Industry

It is estimated that 1.5 billion people are affected by chronic pain globally (Anon., 2011a; Anon. 2012) including from 100 Million (Anon., 2011b) to 116 Million Americans (Bisbee et al. 2011) making it the number one reason patients seek medical care (Anon. 2011). Bisbee et al. (2011) provides a review of literature that quantifies the magnitude of the costs that are attributed to chronic pain in the US and describes the following examples.

3

·   The annual cost of chronic pain in the United States, including direct medical costs, lost income, and lost productivity, is estimated to be $635 billion. In comparison, the estimated annual costs in 2010 dollars of heart disease, cancer and diabetes was $309, $243 and $188 billion, respectively.

·   Total estimated medical costs associated with back and neck pain, two of the commonest types of chronic pain, increased by 65% between 1997 and 2005, to about $86 billion a year.

·   The estimated annual direct medical cost of low back pain alone is $30 billion. The impact of back pain is $100-200 billion in decreased wages and lost productivity.

·   Patients with chronic pain have more hospital admissions, longer hospital stays, and unnecessary trips to the emergency department.

Other studies, including private sector market and corporate reports, have quantified the direct costs of chronic pain as described below.

·   The U.S. market for pain-management therapeutics is estimated to grow to $60 billion by 2015 (Anon., 2011a). This market consists of prescription and OTC medications, patient-controlled dosing, implants, and electrical stimulation.

·   In 2011, the market for pain medications totaled $20 billion in the U.S. (Anon., 2011 – Relmada) In 2010, opioid analgesics accounted for approximately $8.3 billion of those sales which included $3.1 billion for the market leader, Oxycontin® (Anon., 2011 – IMS).

Even though there is information available on the overall market size for pain treatment and management and for pain medications in the US there is little information available on our targeted market, private clinics that specialize in pain management. To gain a better understanding regarding private pain management practices we did our own market research.

Our research

In August 2012, we identified 285 cities in the U.S. with populations greater than 100,000 and found that 2,022 doctors specializing in “pain medicine” were practicing in 1,339 private clinics and were registered for that specialty with the SummaCare Medicare Advantage plans. We did a random check to see if another insurance company had these same clinics registered and, in most cases, as expected, most clinics were registered with more than one company. In other cases, clinics registered with one insurance provider did not appear to be registered with the other company that was used for the cross check. Based on this investigation, we assumed that there could be 1,500 clinics with 2,500 doctors specializing in pain medicine in the US.

We selected a larger numbers of clinics and doctors to account for those we would have missed by not conducting a similar survey of every other insurance provider. Also, we did not include smaller population centers or large medical institutions such as private and public hospitals or research institutions, e.g., hospitals run by the managed health care companies, e.g., Humana, Summacare and public institutions such as Johns Hopkins Hospital. These factors likely explain why an independent study estimated that there are 6,801 doctors specializing in pain management in the US (Anon., 2013 – SKA).

As part of our due diligence on acquisition targets, we have examined the financial statements of 10 clinics that specialize in pain management. Eight of these clinics have one doctor as a sole practitioner while the larger two clinics have 3 and 5 doctors, respectively, for a total of 16 doctors. These 10 clinics, with an average of 1.60 doctors per clinic, are representative of the clinics we identified in our research which showed that all 1,339 clinics had an average of 1.52 doctors per clinic. The total revenues for the 10 clinics we are examined were approximately $26 Million for 2012 or $1.6 Million per doctor with a range from $500,000 to $3,200,000. The 95% Confidence Interval for revenues per doctor is approximately $800,000 to $2,000,000. Assuming that there are 2,500 doctors practicing in private clinics specializing in pain management in the US, we estimated that the total annual market for private pain management clinics is at least $2 Billion based on the current structure of the market, procedures provided by the clinics and management by doctors.

4

Our research also revealed that the market for private pain management clinics is very fragmented. Of the 1,339 clinics indentified in our investigation, 91.2% have one or two doctors, 7.5% have 3 to 4 doctors and 1.3% have more than 4 doctors. This observation is corroborated by a study of the number of doctors in all practices in the US which surveyed 264,742 medical offices and observed that 70.9% of these offices had 1 or 2 doctors, 18.7% had 3 to 5 doctors and 10.4% had 6 doctors or more (Anon., 2013 – SKA doctors).

Our strategy

Our strategy is to bring clinics that are operating in this fragmented market under the ownership of our company and provide professional management and additional sources of revenue through accreditation and additional services as described below. By doing so, we believe that we can continually improve on our services, develop competitive advantages and build a national brand for the treatment and management of chronic pain.  We have entered into memoranda of understanding (“MOU’s”) for the acquisition of clinics located in Arizona, California and Florida, and are currently negotiating with three other clinics in Delaware, Nevada and Ohio. We do not expect to generate any revenues until we complete our acquisition of a clinic which we anticipate occurring in the first quarter of 2014.

Establish standard operating procedures (“SOP’s”) and best practices

After acquiring clinics specializing in pain management, we intend to continue their businesses as before but also implement SOP’s that will bring efficiencies and economies of scale to the clinics that individual doctors or partnerships of doctors are not able to achieve on their own. These SOP’s, we believe, will bring consistency, efficiency and economy to such activities as human resources, compliance, regulatory affairs, marketing, management, accounting, purchasing, billing and legal services. As clinics are acquired, we expect to find that certain clinics will have superior practices that can be implemented in other clinics we own.

Implement the Protocol

In addition to continuing existing business practices of the clinics, implementing SOP’s and best practices, we also intend to augment the services provided by our clinics by implementing the Protocol. In a pilot study conducted in a clinic in Ohio, revenues of $200 per patient per 30 minute visit are generated by the Protocol under two specific CPT codes. The results of this and another pilot study are reported elsewhere in this document. With accreditation, the revenues increase with the additional treatments that are approved for reimbursement.

Accreditation

CARF International (“CARF”, www.carf.org) is an organization that provides international accreditation for Medical Rehabilitation, including pain management therapies. CARF accreditation ensures that standardized service will be provided in all clinics that adopt the Protocol. As discussed above, CARF accreditation increases the number of CPT billing codes that are eligible for reimbursement. Securing CARF accreditation is expected to provide an increase in revenues for each patient treated with the Protocol.

Addition of other services and facilities

In addition to supplementing the treatments originally provided by our acquired clinics with the Protocol, we intend to add others with the assistance of health care professionals such as nurse practitioners, pharmacists, physiotherapists, dieticians counsellors, and rehabilitation specialists. Additional revenues can be realized by establishing facilities such as pharmacies and rehabilitation centers,

Factors affecting our market

New restrictions on opioids

The FDA has stated that extended-release and long-acting (“(ER/LA)”) opioids, such as oxycodon, are extensively pre­scribed incorrectly, misused, and abused, leading to overdoses, addiction, and even deaths across the United States. (Anon. 2011 – FDA Apr 19). This view is corroborated by reports from the Centers for Disease Control and Prevention (Anon., 20112; Anon., 2013 – CDC) that opioid pain relievers such as oxycodone, hydrocodone, and methadone, were involved in 14,800 overdose deaths in 2008, 15,597 in 2009 and 16,651 in 2010. These deaths in 2008 were more than overdose deaths from cocaine and heroin combined and, for every death, there are 10 treatment admissions for abuse, 32 emergency department visits for misuse or abuse, 130 people who abuse or are dependent and 825 non-medical users (Anon., 2011 – CDC).

5

Because of concern over overdose deaths caused by opioids, the White House, on April 19, 2011, announced a plan aimed at reducing the “epidemic” of prescription drug abuse and the diversion of prescription drugs for recreational use in the U.S. by expanding state-based prescription drug monitoring programs and reducing the number of “pill mills” and doctor-shopping through law enforcement (Anon., 2011 – FDA).

On September 10, 2013 the U.S. Food and Drug Administration (“FDA”) labeling changes and new study requirements for all ER/LA opioid analgesics intended to treat pain. (Anon., 2013 – FDA). The new requirements are that ER/LA opioids are only to be used for the management of pain severe enough to require daily, around-the-clock, long-term opioid treatment for which alternative treatment options are inadequate. The FDA further stated that, because of the risks of addiction, abuse, and misuse, even at recommended doses, and because of the greater risks of overdose and death, these drugs should be reserved for use in patients for whom alternative treatment options (e.g., non-opioid analgesics or immediate-release opioids) are ineffective, not tolerated, or would be otherwise inadequate to provide sufficient management of pain.

We believe that these new controls over the use of opioids pain medications may be a positive externality for our business because making the availability of pain medications more difficult could cause patients to seek alternative pain management treatments.

Chronic pain not a priority.

Despite the prevalence and incidence of chronic pain, affected patients appear to be poorly served. Bisbee et al. (2011) undertook an extensive survey of health care executives in 87 large health care systems relating to the management of chronic pain in the US and made the following observations from the respondents to the survey:

·   77% rated the strength of their chronic low back pain programs as somewhat, minimally or not effective.

o         18% of respondents ranked chronic pain in the top one-third of their health system priorities;

o         83% indicated that chronic pain management protocols have some, minimal or no integration with the health system’s electronic medical records: and

o         30% believed that they have effective practice protocols in place to promote non-opiate analgesics.

·   Chronic pain management is fragmented across clinical services, modes of care, e.g., inpatient, outpatient, emergency department, medical homes. This observation corroborates our findings about fragmentation of the market.

·   There is a substantial gap in the training and education of professionals including physicians, nurses and other employees.

·   Reimbursement is judged to be inadequate because

o         there are few ICD codes that reflect chronic pain;

o         private insurance companies frequently consider pain disorder codes as red flags indicating psychological disorders, which many insurance companies will deny; and

o         the current reimbursement system rewards the conduct of procedures and excessive use of narcotics.

These observations coincide with our observations about the pain management market and support our contention that a standardized, national service that specializes only in the treatment and management of chronic pain could enjoy a competitive advantage in the market.
 

Our History

We are a U.S. holding company with no material assets other than the ownership interest in our wholly-owned subsidiary through which we offer the Protocol.  We were originally incorporated as OICco Acquisition I, Inc. on July 24, 2009, under the laws of the State of Delaware, as a special purpose acquisition company. At that time, we issued 4,000,000 shares of our common stock to Joshua Sisk, President and a Director of our company in exchange for services valued at $5,508.

6

On November 15, 2012, we closed on the  acquisition  of Imperial Automotive Group (“IAG”), a limousine and specialty vehicle manufacturing company incorporated under laws of the state of Florida in exchange for 40,000,000 shares of our common stock.

IAG is a limousine and specialty vehicle manufacturing company. IAG’s design team also has experience in the creation and restoration of custom and classic automobiles.  In December 2012, IAG began to execute a new business plan wherein IAG was to begin operations as a marketer and distributor of automobiles, small buses, specialty vehicles, limousines and custom vehicles. IAG planned 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.

In July 2013, our Board of Directors and management decided to abandon IAG’s business and negotiated the return of the 40,000,000 common shares which were subsequently cancelled. IAG remains our subsidiary, though it has no material assets.  On May 29th 2013, we entered into the Exchange Agreement with CPCC. Under the terms of the Exchange Agreement, 31,500,000 shares of our Common Stock were issued to Champion Toronto, in exchange for all of the issued and outstanding  shares of common stock of CPCC. Upon completion of the foregoing transactions, CPCC became our wholly-owned subsidiary and we had 45,000,000 shares of our Common Stock issued and outstanding.

Our Services

The Protocol is a new, proprietary medical approach for the treatment and management of chronic pain consists of the following personalized treatment plans.

·       Physical examination by the attending doctor, blood testing and urine drug screening to:

o   provide accurate diagnoses of the type and source of pain;

o   baseline drug profiles;

o   monitor treatment progress; and

o   maintain post-treatment support.

·       Education for patients about the specific nature of their chronic pain.

·       On-going interaction to ensure and support patient adherence to beneficial behavioral changes such as keeping regular hours to enhance sleep patterns.

·       Relaxation training to reduce the effects or stress and anxiety which can aggravate pain.

·       Specific amino acids and other dietary supplements to restore and maintain normal brain chemistry.

·       Reduction of cellular inflammation through:

o   patient pain diary and tracking of food intake and activities;

o   identification of pain triggers and food sensitivities in the diet; and

o   proper nutrition to eliminate problem foods and provide better nutrition.

·       Reduction of joint inflammation through:

o   dietary changes;

o   topical medications; and

o   light exercise regimens.

·       Day and night time regimens to promote restorative sleep.

·       Use electrotherapy stimulation (“CES”) to promote production and release of endorphins (Han et al., 1991; Han, 2004).

·       Topical medications for pain relief.

·       On-going counseling, telephone and on-line support and regular checkups to:

o   review progress and maintain flexible, individualized programs;

o   allow changes in the treatment protocols to achieve optimal results; and

o   promote continuing patient compliance and contact.

7

Our results

Two studies have been conducted using the Protocol.

Study #1

A study was conducted at a pain management clinic in Ohio. Thirty-nine patients were treated with the 2 components of the Protocol that, without CARF accreditation, are funded under 2 separate CPT codes by the Bureau of Workers’ Compensation of Ohio.

The patients received 2 in-clinic treatments of 30 to 45 minutes each for 6 to 12 weeks. The procedures were overseen by a doctor but mostly implemented by other staff or self-administered by unattended patients.

Each patient provided a subjective assessment of the following symptoms before and after the treatment:

·   Mood from 1 for bad to 10 for good

·   Energy from 1 for low to 10 for high

·   Pain from 1 for low to 10 for high

The results are presented in the table below.

Symptom	Mood	Energy	Pain
Pre-treatment average	4.94	3.45	6.47
Standard deviation	2.32	1.90	1.71
Post treatment average	6.54	5.04	4.73
Standard deviation	2.25	2.08	1.81
Confidence level in efficacy	>95%	>95%	>99%
Statistic	2SEM	2SEM	2.58SEM

These results indicate that patients felt that their mood and energy improved and their pain reduced as a result of being treated with an abbreviated version of the Protocol.

Study #2

A study was conducted at the Natural Pain Relief Centre in Toronto, Canada. Eighteen patients were selected at random and treated over a period of 8 weeks. At the beginning of the treatment program, each patient provided a subjective measurement of the following symptoms:

·       Number of times waking up from sleep

·       Hours of sleep each night

·       Maximum pain level during the day from 0 for no pain to 10 for maximum pain

·       Average pain level during the day from 0 for no pain to 10 for maximum pain

·       Energy level for the day from 1 for low to 10 for high

·       Hours per day without pain

The patients also kept a diary of food and drink consumed over the test period.

After 8 weeks of treatment with the Protocol, patients assessed the above symptoms. The table below sets forth the results.

Symptom	Waking up	Hours of sleep	Maximum pain level	Average pain level	Energy level	Hours no pain
Pre-treatment average	3.75	5.61	7.56	6.53	4.78	2.06
Standard deviation	1.48	1.61	2.12	2.07	1.44	2.91
Post treatment average	1.77	6.52	4.63	2.54	6.26	7.95
Standard deviation	0.89	1.01	2.05	1.33	1.34	4.77
Confidence level in efficacy	>99.9%	<95%*	>99.9%	>99.9%	>95%	>99.9%
Statistic	3.39SEM	2SEM	3.39SEM	3.39SEM	2SEM	3.39SEM

*Not significant

8

These results indicate that with the full treatment proscribed for the Protocol patients they were waking up from sleep less, their maximum and average pain levels were reduced and their energy levels and hours without pain increased. There was not a significant effect on the hours of sleep at the 95% confidence level.

Other observations

One of the most notable observations that has come from our above studies and from other patients that have been treated with the Protocol is that many patients are able to reduce their intake of medications to control their pain. We have received testimonials from patients and interviewed others after treatments. These statements and videos can be seen on our website (http://www.championpaincare.com/in-pain-we-can-help/patient-experiences/). Although the level of drug use by patients before, during and after treatment with the Protocol has not been measured in any study, we do intend to conduct formal clinical trials so that we may quantify the effect of treatments with the Protocol on drug use, if any.

We also hypothesize that treatment with the Protocol restores normal brain chemistry by boosting the concentration of endorphins in the CSF. We have no direct evidence for this and it is another aspect of treating pain with the Protocol that we want to study in formal clinical trials.

We do have indirect support for the hypothesis which provides us with encouragement to undertake such a study. Lipman et al. (1990) observed that chronic pain led to a 50% reduction in the concentration of endorphins in the CSF compared to the control group that was not suffering from chronic pain. These authors further observed that 14 of the 20 patients, as assessed by a verbal rating scale as used in our studies, reported complete or greater than 50% relief from pain when injected with a saline placebo. In these patients that responded to a placebo, a concomitant 2.3 fold increase in the endorphin levels in their CSF was observed (P<0.05, paired t-test). In the 6 patients who did not respond to the placebo, no difference in the CSF endorphin levels when compared before and after the treatment (P>0.4, paired t-test).

As noted by Almay et al. (1978) patients with somatogenic or organic pain have lower CSF endorphin levels than patients with psychogenic pain that stems from emotional or mental stress. In the study by Lipman et al. (1990), the nature of the pain was not disclosed. Gracheva et al., (2000) observed that there is also a specific relationship between the brain chemicals N-acetyl aspartate, creatine, choline, glutamate, glutamine, g-aminobutyric acid, inositol, glucose and lactate and perceptual measures of pain and anxiety.

Clearly the relationship between brain chemistry and the absence or presence of chronic pain, the type of chronic pain and chronic pain treatments is very complex.  We therefore consider it very important to study the effect on brain chemistry, if any, in patients with chronic pain who are treated with the Protocol.

Our clincs

We are pursuing the acquisition of clinics that specialize in pain management that are seeking improved care for their patients and wish to augment their standard pain management treatments. Our initial strategy is to acquire such clinics but we will also consider licensing the Protocol, as permitted by our agreement with Champion Toronto, or entering into joint venture agreements with these clinics. Once we have successfully established the Protocol at a clinic, we believe the clinic physicians will be able to treat their patients by assessing their specific needs and directing other personnel, such as counselors, massage therapists, nurse practitioners and dieticians, to provide the individualized, comprehensive care that is the hallmark of the Protocol. We may also seek to establish pharmacies at some of our acquired clinics, subject to applicable rules and regulations, so patients may purchase medications prescribed by their physician under the Protocol.

Our definitive acquisition agreement will provide for:

o     Employment agreements for physicians and key employees who are retained.

o     Non-disclosure, non-competition and non-solicitation agreements.

o     Distribution or payment of accounts receivable and accounts payable, respectively.

o     Consulting agreements for physicians and other key personnel who are choosing to retire or otherwise leave the clinic to extend during a negotiated transition phase.

9

In the event a physician seeks to retire or leave the clinic after our acquisition, we will make an effort to have him or her aid in the transition of the clinic to our ownership and in recruiting and training new physicians to implement the Protocol. Should a physician decide to continue practicing at the clinic after our acquisition, we will enter into a Physician Employment Agreement with such physician. The recruitment of new physicians will be one of our most significant challenges and there is no assurance that we will be able to find the physicians that we need to staff our clinics.

Further, the success of any clinics that we may acquire will depend on the efficacy of other health-care professionals who will be working under the direction of our physicians including counselors, massage therapists, nurse practitioners and dieticians. The recruitment of suitable personnel is integral to our business as the health-care team at any acquired clinic will need to be trained to implement the Protocol and assist with securing CARF accreditation for that clinic. CARF International (“CARF”) is an organization that provides accreditation for Medical Rehabilitation, including pain management therapies. CARF accreditation provides evidence to patients and funding agencies that a standardized service will be provided in all clinics that adopt the Protocol.

We are currently conducting due diligence on a number of clinics in the United States that are currently run by sole practitioners. In this regard, we have identified certain opportunities that we believe will yield substantial revenues after an acquisition. In certain cases, a physician will divide time between two clinics. We believe that revenues for each clinic could be increased by hiring another physician and running both clinics full-time. In another case, the clinic in question has a license to open three more clinics in the state of Florida, which has since declared a moratorium on granting new pain management clinic licenses to combat prescription medication abuse. In this case, we believe there is an opportunity to expand the revenues of the clinic, which is essentially operating with the overhead of two clinics, by expanding to a total of five clinics and the recruitment of at least three more doctors. Another clinic that we are looking into has three active doctors and an associated pharmacy, and generates over $8 million in revenues. We believe we will be able to increase revenues and profits for this clinic with professional management and enhanced billing practices.

Sales and Marketing

Currently, we plan to attend as exhibitors and make presentations at conferences such as the annual meetings of The American Society of Regional Anesthesia and Pain Medicine, The American Academy of Pain Medicine and The American Pain Society. We will also develop printed materials for distribution to funding agencies such as bureaus of workers’ compensation, insurance companies, managed care companies and government agencies. In addition, we plan to establish a strong presence online and to implement social network marketing strategies. Our goal is to establish our company as a national brand across the U.S., so that our patients can expect and receive consistent service and treatment at any facility that we own. We intend to further develop our sales and marketing strategies for the Protocol by engaging outside marketing consultants once sufficient financing is available to do so.

Customers

We expect that the individual patients and third parties payors for the clinics we acquire will continue to utilize the services of the acquired clinic.  The clinics we are now evaluating or attempting to acquire have existing revenues from individuals who pay for their own treatments but, based upon our due diligence, the substantial portion of the clinic’s revenue derives from third party payors, such as state BWCs, national health insurance companies such as Anthem Blue Cross, Summacare and United Healthcare, regional insurance companies such as Medical Mutual of Ohio, managed health care companies such as Kaiser Permanente and Humana, and federal government programs such as Medicare, Medicaid and Tricare. In addition to this base of customers, we plan to pursue additional contracts and relationships with institutions, both in the private and public sectors  that have an interest in securing relief for their clients and patients from chronic pain such as the US department of Veterans Affairs and elder care facilities that offer nursing homes and assisted living facilities

10

Competition

In August 2012, we identified 285 cities in the U.S. with populations greater than 100,000 and found that 2,022 doctors were practicing in 1,339 private clinics that specialized in pain management and were registered for that specialty with at least one national health insurance provider. We did a random check to see if another insurance provider had these same clinics registered and, in most cases, as expected, most clinics were registered with more than one insurance company.

Further examination revealed that 189 of those clinics were operated by sole practitioners, nearly 72% averaged between one and two doctors, approximately 5% had two doctors on staff and less than 8% had three or more doctors. This suggests that the practice of pain management is highly fragmented and that there is little, if any consolidation of practices in the pain management field. Based on these numbers, we believe that our competition is highly fragmented and that our strategy of acquiring clinics, implementing the Protocol, securing CARF accreditation and standardizing our service as a national brand will provide us with a competitive advantage over individualized clinics that have a sole practitioner or a only a few partners.

In our estimates of the numbers of clinics and doctors, we did not include large medical institutions such as private and public hospitals or research institutions. Examples include hospitals run by the managed health care companies, e.g., Humana, Summacare and public institutions such as Johns Hopkins Hospital. We understand that we will also be competing with these institutions for patients and funding and recognize that they have a high level of credibility and a national presence. However, we believe that many patients prefer a local provider and individualized service for their health care needs. The clinics that we are seeking to acquire are generating attractive revenues and profits by operating under these principals. By bringing consistent management, standardized service, a national brand and accounting and administrative efficiencies to the clinics we acquire, we hope to establish a competitive advantage and co-exist with these large providers of similar services.

Intellectual property

We license the Protocol from Champion Toronto exclusively for delivery in United States in exchange for a royalty payment of 10% of net sales. The term of our license extends until February 1, 2018, with automatic 5 year renewals upon expiration, until the license agreement is terminated by either party. Jack Fishman, one of our directors, is the President of Champion Toronto, and as such, we expect our relationship with Champion Toronto to continue in perpetuity. Our relationship with Champion Toronto is further governed by a services agreement, which requires Champion Toronto to pay us $10,000 a month, in addition to an hourly rate of $400, and certain bonuses for clinic acquisitions, in exchange for our marketing and managing the delivery of the Protocol throughout clinics in the United States.

The Protocol is a trade secret and Champion Toronto has no patent or copyright protection in place. Without formal intellectual property (“IP”) protection, the Protocol is vulnerable to theft or being copied. Although trade secret protection is often chosen as means to protect IP, it leaves a company with few options to take action if a third party manages to reverse engineer or copy the trade secret. To protect our interests, we do not provide any information on the Protocol to third parties without a Non-Disclosure Agreement (“NDA”) in place. We intend to strengthen our IP protection options with copyright protection. We also intend to evaluate patenting certain key procedures or apparatus to the Protocol.

Research and Development

We have not conducted any formal clinical trials using standardized methodology to directly compare the effectiveness of the Protocol against current medical approaches for pain relief or to measure the hypothesized restoration of endorphin concentrations in the CSF. Our evidence on the effectiveness of the Protocol is empirical only and consists of case studies that have used subjective evaluations of pain relief by patients who have been subject to the Protocol. As such, we have not expended any amounts on research and development to date.

11

References

Anon. 2011a. Pain-Management Market Projected to Grow to $60 Billion. PMP News Magazine.

UBM Canon, Santa Monica, CA, USA. 1 p.

http://www.pmpnews.com/news/pain-management-market-projected-grow-60-billion

Anon. 2011b.Relieving Pain in America: A Blueprint for Transforming Prevention, Care, Education, and Research. Institute of Medicine. Washington, D.C., USA. 4 pp.

http://www.iom.edu/Reports/2011/Relieving-Pain-in-America-A-Blueprint-for-Transforming-Prevention-Care-Education-Research/Report-Brief.aspx

Anon. 2011c. The Use of Medicines in the United States: Review of 2010. IMS Institute for Healthcare Informatics. Parsippany, NJ, USA. 37 pp.

http://www.imshealth.com/cds/imshealth/Global/Content/Corporate/IMS%20Health%20Institute/Reports/Use_of_Meds_in_the_U.S._Review_of_2010.pdf

Anon. 2011d. FDA Acts to Reduce Harm from Opioid Drugs. U.S. Food and Drug Administration, Silver Spring, MD, USA. 2 pp.

http://www.fda.gov/forconsumers/consumerupdates/ucm251830.htm

Anon. 2011e. Policy Impact: Prescription Painkiller Overdoses. Centers for Disease Control and Prevention. Atlanta, GA., USA. 8 pp.

http://www.cdc.gov/homeandrecreationalsafety/rxbrief/

Anon. 2012. Evolution in the Pain Therapy Drugs Market: Nociceptive and Neuropathic Drug Development. PR Newswire. PR Newswire Association LLC. New York, NY, USA. 1 p.

http://www.prnewswire.com/news-releases/evolution-in-the-pain-therapy-drugs-market-nociceptive-and-neuropathic-drug-development-136997073.html

Anon. 2013a. Chronic pain. Relmada Therapeutics, Inc., New York, NY, USA. 1 p.

http://www.relmada.com/pain-market/chronic-pain.htm

Anon. 2013b. Physician targeting and segmentation report. SK&A, Irvine, CA, USA. 9 pp.

www.skainfo.com

http://www.skainfo.com/health_care_market_reports/physician_specialty_by_state_OneKey.pdf

Anon. 2013c. U.S. Physician Office Density Report. SK&A, Irvine, CA, USA. 9 pp.

www.skainfo.com

http://www.skainfo.com/health_care_market_reports/physician_office_density_OneKey.pdf

Anon. 2013d. Opioids drive continued increase in drug overdose deaths. Centers for Disease Control and Prevention. Atlanta, GA., USA. 2 pp.

http://www.cdc.gov/media/releases/2013/p0220_drug_overdose_deaths.html

Anon. 2013e. (Sep 10) FDA announces safety labeling changes and postmarket study requirements for extended-release and long-acting opioid analgesics. U.S. Food and Drug Administration, Silver Spring, MD, USA. 2 pp.

http://www.fda.gov/newsevents/newsroom/pressannouncements/ucm367726.htm

Béla G.L. Almay, Folke Johansson, Lars Von Knorring, Lars Terenius & Agneta Wahlstrom. 1978. Endorphins in chronic pain. I. Differences in CSF endorphin levels between organic and psychogenic pain syndromes. Pain. 5(2): 153–162.

Gerald E. Bisbee, Jr., Paul Alexander Clark, Sherrie L. Jones, Eileen Wang & Charles M. Watts. 2011. Profiling Best Practices: Chronic Pain Management in the Leading Health Systems. The Health Management Academy, Alexandria, VA, USA. 45 pp.

http://www.hmacademy.com/pdfs/Chronic_Pain_Management.pdf

12

Igor D. Grachev, Bruce E. Fredricksonc, A. & Vania Apkarian. 2000. Abnormal brain chemistry in chronic back pain: an in vivo proton magnetic resonance spectroscopy study. Pain. 89: 7-18.

J.S. Han. 2004. Acupuncture and endorphins. Neuroscience Letters. 361(1-3):258-61.

J.S. Han, X.H. Chen, S.L. Sun, X.J. Xu, Y. Yuan, S.C. Yan, J.X. Hao, & L. Terenius. 1991. Effect of low- and high-frequency TENS on Met-enkephalin-Arg-Phe and dynorphin A immunoreactivity in human lumbar CSF. Pain.

47(3): 295–298.

Jonathan J. Lipman, Barney E. Miller, Kit S. Mays, Merry N. Miller, William C. North & William L. Byrne. 1990. Peak B endorphin concentration in cerebrospinal fluid: reduced in chronic pain patients and increased during the placebo response. Psychopharmacology. 102(1): 112-116.

Governmental Regulation

General

The following information is presented with the understanding that we have not yet acquired any clinics and are not yet subject to the regulations described below. However, as soon as we have acquired at least one clinic, most, if not all, of the federal regulations and the applicable state and municipal laws described below will apply to our business. For this discussion, it is understood that when we mention “our clinics” or “our facilities” or clinics or facilities that that we “own”, it is in reference to clinics or facilities that we may acquire in the course of our business, assuming that we are able to acquire any clinics at all.

The healthcare industry is highly regulated, and we cannot provide any assurance that the regulatory environment in which we operate will not significantly change in the future or that we will be able to successfully address any such changes. The regulatory environment is also very complex and we cannot guarantee that we will be able to comply with all of the regulations which will govern all of the clinics we may acquire.

The laws of many states prohibit physicians from splitting fees with non-physicians (i.e., sharing in a percentage of professional fees), prohibit non-physician entities, such as ourselves, from practicing medicine and exercising control over or employing physicians and prohibit referrals to facilities in which physicians have a financial interest. We believe our planned activities will not violate these state laws as we do not intend to acquire clinics in any such states. However, we believe that outpatient treatments and diagnostic services will continue to be subject to intense regulation at the federal and state levels. We are unable to predict what additional government regulations, if any, affecting our business may be enacted in the future or how existing or future laws and regulations might be interpreted. Future interpretations of, or changes in, these laws might require structural and organizational modifications of our relationships with facilities and the physician network, and we cannot assure you that we will be able to appropriately modify such relationships.

In addition, every state imposes licensing requirements on individual physicians and healthcare facilities. Many states require regulatory approval, including licenses and, in some cases, certificates of need, before establishing certain types of healthcare facilities, including the facilities we plan to acquire. States may also require approval for certain expenditures in excess of certain amounts for healthcare equipment, facilities or programs. Our ability to operate profitably will depend in part upon all of our acquired clinics obtaining and maintaining all necessary licenses, certificates of need and other approvals and operating in compliance with applicable healthcare regulations. If we, or any of our facilities, fail to comply with applicable laws, it might have a material adverse effect on our business.

Clinics we acquire will be also subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights, discrimination, building codes and medical waste and other environmental issues. The imposition of these regulatory requirements may have the effect of increasing operating costs and reducing the profitability of our operations.

13

Certificates of Need and Licensure

Capital expenditures for the construction of new healthcare facilities, the addition of new healthcare services or the acquisition of existing healthcare facilities may be reviewable by state regulators under statutory schemes that are sometimes referred to as certificate of need laws. States with certificate of need laws place limits on the construction and acquisition of healthcare facilities and the expansion of existing facilities and services. In these states, approvals, generally known as certificates of need, are required for capital expenditures exceeding certain pre-set monetary thresholds for the development, acquisition and/or expansion of certain facilities or services.

The laws of many states prohibit physicians from splitting fees with non-physicians (i.e., sharing in a percentage of professional fees), prohibit non-physician entities, such as ourselves, from practicing medicine and exercising control over or employing physicians and prohibit referrals to facilities in which physicians have a financial interest. We believe our planned activities will not violate these state laws as we do not intend to acquire clinics in any such states. However, we believe that outpatient treatments and diagnostic services will continue to be subject to intense regulation at the federal and state levels. We are unable to predict what additional government regulations, if any, affecting our business may be enacted in the future or how existing or future laws and regulations might be interpreted. Future interpretations of, or changes in, these laws might require structural and organizational modifications of our relationships with facilities and the physician network, and we cannot assure you that we will be able to appropriately modify such relationships.

If an acquisition involves a transfer of assets, it is likely that not all, if any, licences or permits or other authorizations will be allowed to be transferred to a new entity along with the assets. Some of these facilities under evaluation maintain one or more of a pharmacy license, a controlled substance registration, a clinical laboratory certification waiver, and environmental protection permits for biohazards and/or radioactive materials, as required by applicable law. In these cases, delays in the resumption of treating patients will lead to a reduction or total absence of revenues until the required licenses, permits or authorizations are secured.

Healthcare Reform

The Patient Protection and Affordable Care Act (the "Affordable Care Act") and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Healthcare Reform Acts”) were signed into law on March 23, 2010 and March 30, 2010, respectively, significantly altering the U.S. healthcare system. The Healthcare Reform Acts are intended to provide coverage and access to substantially all Americans, to increase the quality of care provided, and to reduce the rate of growth in healthcare expenditures. The changes include, among other things, reducing payments to Medicare Advantage plans, expanding the Medicare program's use of value-based purchasing programs, reducing Medicare and Medicaid payments, expanding Medicare and Medicaid eligibility, and expanding access to health insurance. As part of the effort to control or reduce healthcare spending, the Healthcare Reform Acts also contain a number of measures intended to reduce fraud and abuse in the Medicare and Medicaid programs, such as requiring the use of recovery audit contractors in the Medicaid program and imposing further limitations on exceptions to the federal physician self-referral law (“Stark Law”). The Stark Law prohibits physicians from referring Medicare and Medicaid patients to designated health services ("DHS") providers if the physician or an immediate family member has a financial relationship with that entity. DHS providers that are expected to be required for our prospective patients include clinical laboratory services, physical-therapy services, occupational-therapy services,  suppliers of durable medical equipment and supplies, and suppliers of prosthetics and outpatient prescription drugs. We will need to conduct extra due diligence when acquiring clinics to ensure that any physicians who we employ are not in violation of the Stark Law.

Since their enactment, the Healthcare Reform Acts have been subject to a number of challenges to their constitutionality; however, on June 28, 2012, the United States Supreme Court upheld most of the Healthcare Reform Acts, including the “individual mandate” provision, which generally requires all individuals to purchase healthcare insurance or pay a penalty. The only provision of the Healthcare Reform Acts that the Court struck down as unconstitutional was the provision that would have allowed the federal government to revoke all federal Medicaid funding to any state that did not expand its Medicaid program. In response to the ruling, a number of states have already indicated that they will not expand their Medicaid programs, which would result in the Healthcare Reform Acts not providing coverage to some low-income persons in those states. In addition, several bills have been and will likely continue to be introduced in Congress to repeal or amend all or significant provisions of the Healthcare Reform Acts. It is difficult to predict the impact the Healthcare Reform Acts will have on our operations given the delay in implementing regulations and possible amendment or repeal of elements of the Healthcare Reform Acts.

14

Accountable Care Organizations

The Affordable Care Act requires the Department of Health and Human Services Office for Civil Rights (“HHS”) to establish a Medicare Shared Savings Program that promotes accountability and coordination of care through the creation of accountable care organizations (''ACOs''). The ACO program allows providers, physicians and other designated professionals and suppliers to voluntarily work together to invest in infrastructure and redesign delivery processes to achieve high quality and efficient delivery of services. The program is intended to produce savings as a result of improved quality and operational efficiency. ACOs that achieve quality performance standards established by HHS will be eligible to share in a portion of the amounts saved by the Medicare program. To date, more than 250 ACOs have been established to participate in the Medicare program, and additional ACO programs are being established by private payors. ACOs are composed mostly of hospitals, physicians, and other healthcare professionals. Depending on the level of integration and size of an ACO, providers may also include health departments, social security departments, safety net clinics, and home care services. Although ACOs have been compared to health maintenance organizations (HMOs), ACOs are different in that they allow providers much more  freedom in developing the ACO infrastructure. We do not know if there would be any advantage or disadvantage for our company to form or participate in an ACO at this time but it is a development that we will continue to monitor.

Bundled Payment Pilot Programs

The Affordable Care Act required HHS to establish a five-year, voluntary national bundled payment pilot program for Medicare services beginning no later than January 1, 2013. Under the program, providers would agree to receive one payment for services provided to Medicare patients for certain medical conditions or episodes of care. HHS will have the discretion to determine how the program will function.  The Centers for Medicare and Medicaid Services (“CMS”) finalized the implementation of the Medicare program's Bundled Payments for Care Improvement (''BPCI'') initiative in the IPPS final rule for the federal fiscal year (“FFY”) of 2013 and announced the healthcare organizations that were selected to participate in the BPCI initiative on January 31, 2013. In addition, the Affordable Care Act provides for a five-year bundled payment pilot program for Medicaid services to begin January 1, 2012. HHS will select up to eight states to participate based on the potential to lower costs under the Medicaid program while improving care. State programs may target particular categories of beneficiaries, selected diagnoses or geographic regions of the state. The selected state programs will provide one payment for both hospital and physician services provided to Medicaid patients for certain episodes of inpatient care. For both pilot programs, HHS will determine the relationship between the programs and restrictions in certain existing laws, including the Civil Monetary Penalty Law, the Anti-kickback Statute, the Stark law, and the HIPAA privacy, security and transaction standard requirements. However, the Affordable Care Act does not authorize HHS to waive other laws that may impact the ability of eligible participants to participate in the pilot programs, such as antitrust laws. Since local doctors and hospitals can participate, it is possible that our company may become involved in the bundled payments initiative at a later date.

Medicare and Medicaid Participation

The majority of our revenues are expected to be received through third-party reimbursement programs, including state and federal programs, such as Medicare and Medicaid, private health insurance programs and workers’ compensation bureaus. We also expect a significant, but as yet undetermined, proportion of our revenues to come from patients themselves. To participate in the Medicare program and receive Medicare payment, our facilities must comply with regulations promulgated by HHS and various state Medicaid programs. The requirements for certification under Medicare and Medicaid are subject to change and, in order to become and remain qualified for these programs, we may have to make changes from time to time in our facilities, equipment, personnel or services. Although we intend to participate in these reimbursement programs, we cannot assure you that any particular clinic that we acquire will qualify or continue to qualify for participation.

Survey and Accreditation

Health care facilities are subject to periodic inspection by federal, state and local authorities to determine their compliance with applicable regulations and requirements necessary for licensing, certification and accreditation. We expect that any clinics we acquire will comply with appropriate state laws but we cannot provide any assurance that any particular clinic will be qualified to participate in the Medicare and Medicaid programs. We intend to seek CARF International (“CARF”) accreditation for selected, if not all, of the clinics that we acquire. CARF is an organization that provides voluntary accreditation for Medical Rehabilitation, including pain management treatments. CARF accreditation provides independent validation that a standardized service for pain treatment and management will be provided in all clinics we acquire. There is no guarantee that we will be able to achieve or retain CARF accreditation for any clinic. If any clinic fails to acquire or retain CARF accreditation, the lack of accreditation will have an adverse effect on that clinic and on our Company.

15

Value-Based Purchasing

There is a trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include both public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Governmental programs including Medicare and Medicaid currently require ASCs to report certain quality data to receive full reimbursement updates. Currently, Congress has not directed HHS to implement a value-based purchasing program for ASC services but there is no guarantee that such a program will not be implemented for ACSs. If we decide to participate in an ASC at any time, this would impose another regulatory and administrative burden on us.

Federal Anti-Kickback Statute and Medicare Fraud and Abuse Laws

The Social Security Act includes provisions addressing false statements, illegal remuneration and other instances of fraud and abuse in the Medicare program. These provisions are commonly referred to as the Medicare fraud and abuse laws, and include the statute commonly known as the federal anti-kickback statute (the “Anti-kickback Statute”). The Anti-kickback Statute prohibits providers and others from, among other things, soliciting, receiving, offering or paying, directly or indirectly, any remuneration in return for either making a referral for, or ordering or arranging for, or recommending the order of, any item or service covered by a federal healthcare program, including, but not limited to, the Medicare program. Violations of the Anti-kickback Statute are criminal offenses punishable by imprisonment and fines of up to $25,000 for each violation. Civil violations are punishable by fines of up to $50,000 for each violation, as well as damages of up to three times the total amount of remuneration received from the government for healthcare claims.

In addition, the Medicare Patient and Program Protection Act of 1987, as amended by the Health Insurance Portability and Accountability Act of 1996, (“HIPAA”), and the Balanced Budget Act of 1997, impose civil monetary penalties and exclusion from state and federal healthcare programs on providers who commit violations of the Medicare fraud and abuse laws. Pursuant to the enactment of HIPAA, as of June 1, 1997, the Secretary may, and in some cases must, exclude individuals and entities that the Secretary determines have “committed an act” in violation of the Medicare fraud and abuse laws or improperly filed claims in violation of the Medicare fraud and abuse laws from participating in any federal healthcare program. HIPAA also expanded the Secretary's authority to exclude a person involved in fraudulent activity from participating in a program providing health benefits, whether directly or indirectly, in whole or in part, by the U.S. government. Additionally, under HIPAA, individuals who hold a direct or indirect ownership or controlling interest in an entity that is found to violate the Medicare fraud and abuse laws may also be excluded from Medicare and Medicaid and other federal and state healthcare programs if the individual knew or should have known, or acted with deliberate ignorance or reckless disregard of the truth or falsity of the information of the activity leading to the conviction or exclusion of the entity, or where the individual is an officer or managing employee of such entity. This standard does not require that specific intent to defraud be proven by the Office of the Inspector General of the U.S. Department of Health and Human Services (the “OIG”). Under HIPAA it is also a crime to defraud any commercial healthcare benefit program.

Because physicians we may employ may become our investors or may participate in any share ownership plans we enact and may be in a position to generate referrals to any facilities owned by us, the distribution of available cash to those physicians could come under scrutiny under the Anti-Kickback Statute. The U.S. Third Circuit Court of Appeals has held that the Anti-kickback Statute is violated if one purpose (as opposed to a primary or sole purpose) of a payment to a provider is to induce referrals. Other federal circuit courts have followed this decision. Further, Section 6402(f)(2) of the Affordable ARE Act amends the Anti-kickback Statute by adding a provision to clarify that a person need not have actual knowledge of such section or specific intent to commit a violation of the Anti-kickback Statute. Since it is clear that a physician's investment income from a clinic may not vary with the number of his or her referrals to any facility we will endeavor to ensure to the best of our abilities that any physicians we employ will comply with this prohibition.

16

Privacy and Security Requirements

Physicians are subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), which was enacted as part of the American Recovery and Reinvestment Act of 2009. The HITECH Act strengthened the requirements and significantly increased the penalties for violations of the HIPAA privacy and security regulations. On January 25, 2013, HHS issued the HIPAA Omnibus Rule. The HIPAA Omnibus Rule became effective on March 26, 2013, and covered entities and business associates must comply with the HIPAA Omnibus Rule within 180 days, or by September 23, 2013. Prior to the HIPAA Omnibus Rule, the HITECH Act required us to notify patients of any unauthorized access, acquisition, or disclosure of their unsecured protected health information that poses significant risk of financial, reputational or other harm to a patient. The HIPAA Omnibus Rule eliminates this harm threshold standard and, instead, requires patients to be notified of any unauthorized access, acquisition, or disclosure of their unsecured protected health information in all situations except those in which it can be demonstrated that there is a low probability that the protected health information has been compromised. This will impose the burden on us to demonstrate through a risk assessment that a breach of protected health information has not occurred. This new, more objective standard may lead to an increased number of occurrences that require breach notifications. In addition, the HIPAA Omnibus Rule also modified the following aspects of the HIPAA privacy and security regulations:

•           makes our prospective facilities' business associates directly liable for compliance with certain of the privacy and security rules' requirements;

•           makes our prospective facilities liable for violations by their business associates if HHS determines an agency relationship exists between the facility and the business associate under federal agency law;

•           adds limitations on the use and disclosure of health information for marketing and fundraising purposes, and prohibits the sale of health information without individual authorization;

•           expands patients' rights to receive electronic copies of their health information and to restrict disclosures to a health plan concerning treatment for which our patient has paid out of pocket in full;

•           requires preparation and distribution of notice of privacy practices by our prospective facilities;

•           adopts the additional HITECH Act provisions not previously adopted addressing enforcement of noncompliance with HIPAA due to willful neglect;

•           incorporates the increased and tiered civil money penalty structure provided by the HITECH Act;

•           revises the HIPAA privacy rule to increase privacy protections for genetic information as required by the Genetic Information Non-discrimination Act of 2008.

The HIPAA privacy standards apply to individually identifiable information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards will impose extensive administrative requirements on us. These standards require our compliance with rules governing the use and disclosure of this health information. They create rights for patients in their health information, such as the right to amend their health information, and they will require us to impose these rules, by contract, on any business associate to whom we disclose such information in order to perform functions on our behalf.

The HIPAA security standards will require us to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and the availability of electronic health and related financial information. The security standards were designed to protect electronic information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the information against unauthorized use or disclosure. Although the security standards do not reference or advocate a specific technology, and covered healthcare providers, plans and clearinghouses have the flexibility to choose their own technical solutions, the security standards will require us to implement systems, business procedures and training programs. We will endeavor to be in material compliance with the privacy and security requirements of HIPAA but, as a new entity with limited resources, we cannot provide any guarantees that we will be able to comply fully at all times.

17

Violations of the HIPAA privacy and security regulations may result in civil and criminal penalties. The HITECH Act strengthened the requirements of the HIPAA privacy and security regulations and significantly increased the penalties for violations by introducing a tiered penalty system, with penalties of up to $50,000 per violation with a maximum civil penalty of $1.5 million in a calendar year for violations of the same requirement. Under the HITECH Act, HHS is required to conduct periodic compliance audits of covered entities and their business associates. The HITECH Act and the HIPAA Omnibus Rule also extend the application of certain provisions of the security and privacy regulations to business associates and subjects business associates to civil and criminal penalties for violation of the regulations.

The HITECH Act authorizes State Attorneys General to bring civil actions seeking either an injunction or damages in response to violations of HIPAA privacy and security regulations or the new data breach law that affects the privacy of their state residents. We expect vigorous enforcement of the HITECH Act's requirements by HHS and State Attorneys General. Additionally, HHS conducted a pilot audit program that concluded December 2012 in the first phase of HHS' implementation of the HITECH Act's requirements of periodic audits of covered entities and business associates to ensure their compliance with the HIPAA privacy and security regulations. We cannot predict whether we will be able to comply with the final rules and the financial impact in our prospective facilities in implementing the requirements under the final rules when they take effect, or whether our prospective facilities will be selected for an audit, or the results of such an audit.

We will also be subject to any state laws that relate to privacy or the reporting of data breaches that are more restrictive than the regulations issued under HIPAA and the requirements of the HITECH Act. For example, various state laws and regulations may require us to notify affected individuals in the event of a data breach involving certain personal information, such as social security numbers, dates of birth and credit card information.

Adoption of Electronic Health Records

The HITECH Act also includes provisions designed to increase the use of Electronic Health Records (“EHR”) by physicians. The Medicare and Medicaid EHR Incentive Programs provide incentive payments to eligible professionals, eligible hospitals and critical access hospitals (CAHs) as they adopt, implement, upgrade or demonstrate meaningful use of certified EHR technology. Eligible professionals can receive incentive payments through the Medicare EHR Incentive Program and the Medicaid EHR Incentive Program. It is not known at this time if any physicians that we may employ will already be enrolled in the incentive program or will be eligible to enroll in the incentive program or if we will choose to participate in any such programs at any level at any time. As we investigate clinics that we may acquire, we will need to examine their level of participation or eligibility, if any, in the incentive program.

HIPAA Administrative Simplification Requirements

The HIPAA transaction regulations were issued to encourage electronic commerce in the healthcare industry.  These regulations include standards that healthcare providers must follow when electronically transmitting certain healthcare transactions, such as healthcare claims. As we investigate clinics that we may possibly acquire, we will need to assess their level of compliance with these standards.

State Regulation

Many of the states in which we expect to be operating clinics have adopted statutes and/or regulations that prohibit the payment of kickbacks or any type of remuneration in exchange for patient referrals and that prohibit healthcare providers from, in certain circumstances, referring a patient to a healthcare facility in which the provider has an ownership or investment interest. While these statutes generally mirror the federal Anti-Kickback Statute and Stark Law, they vary widely in their scope and application.  Some are specifically limited to healthcare services that are paid for in whole or in part by the Medicaid program; others apply to all healthcare services regardless of payor; and others apply only to state-defined designated services, which may differ from the designated health services under the Stark Law. In addition, many states have adopted statutes that mirror the False Claims Act and that prohibit the filing of a false or fraudulent claim with a state governmental agency.  We intend to comply with all applicable state healthcare laws, rules and regulations. However, these laws, rules and regulations have typically been the subject of limited judicial and regulatory interpretation. As a result, we cannot assure you that our prospective facilities will not be investigated or scrutinized by the governmental authorities empowered to do so or, if challenged, that their activities would be found to be lawful. A determination of non-compliance with the applicable state healthcare laws, rules, and regulations could subject our prospective facilities to civil and criminal penalties and could have a material adverse effect on our operations.

18

Many states in which our facilities may be located, do not permit business corporations to practice medicine, exercise control over or employ physicians, or engage in various business practices, such as fee-splitting with physicians (i.e. the sharing in a percentage of professional fees). The existence, interpretation and enforcement of these laws vary significantly from state to state.  A determination of non-compliance with these laws could result in fines and or require us to restructure some of the relationships with the physicians we expect to employ.   Although we will engage the services of legal counsel that has expertise in any state we are considering acquisitions, we can provide no assurance that we will be able to comply with all of these laws that may be in place or be enacted in the future. If we are not in compliance with such state laws, there could be a material adverse effect on our operations.

We will also be subject to various state insurance statutes and regulations that prohibit us from submitting inaccurate, incorrect or misleading claims. Many state insurance laws and regulations are broadly worded and could be implicated, for example, if our facilities were to waive an out-of-network co-payment or other patient responsibility amounts without fully disclosing the waiver on the claim submitted to the payor.  If any of our facilities waive the out-of-network portion of patient co-payment amounts when providing services to patients whose health insurance is covered by a payor with which the facilities are not contracted, we expect that our facilities will fully disclose waivers in the claims submitted to the payors. We will endeavor to ensure that our facilities are in compliance with all applicable state insurance laws and regulations regarding the submission of claims. We cannot assure you, however, that our facilities' insurance claims will never be challenged. If we were found to be in violation of a state's insurance laws or regulations, we could be forced to discontinue the violative practice, which could have an adverse effect on our financial position and results of operations, and we could be subject to fines and criminal penalties.

Recovery Audit Contractors and Medicaid Integrity Contractors

CMS has expanded the pilot recovery audit contractor (“RAC”) program to a permanent nationwide program. RACs are private contractors contracting with CMS to identify overpayments and underpayments for services through post-payment reviews of claims submitted by Medicare and Medicaid providers. The Healthcare Reform Acts expands the RAC program's scope to include managed Medicare and to include Medicaid claims by requiring all states to establish programs to contract with RACs. All states were required to implement Medicaid RAC programs by January 1, 2012. In addition, CMS employs Medicaid Integrity Contractors (“MICs”) to perform post-payment audits of Medicaid claims and identify overpayments. The Healthcare Reform Acts increases federal funding for the MIC program for federal fiscal year 2011 and later years. In addition to RACs and MICs, the state Medicaid agencies and other contractors have increased their review activities. MICs are assigned to five geographic regions and have commenced audits in states assigned to those regions. It is possible that our prospective facilities will receive letters from RAC auditors requesting repayment of alleged overpayments for services and will incur expenses associated with responding to and appealing these RAC requests, as well as the costs of repaying any overpayments. Demands for repayments can occur even if a clinic is acquired by means of an asset transfer. If we have inadequate resources to be able to dispute and overturn such demands for overpayments, it is possible that such payments will have to be made which could have a material adverse effect on results of operations.

Regulatory Compliance Program

It is our policy to conduct our business with integrity and in compliance with the law. However, at this time we do not have in place a program that focuses on all areas of regulatory compliance including billing, reimbursement, cost reporting practices and contractual arrangements with referral sources. It may be some time before such a program can be established but, when the resources are available to do so, we will endeavor to establish a regulatory compliance program that will help ensure that high standards of conduct are maintained in the operation of our business and that policies and procedures are implemented so that employees act in full compliance with all applicable laws, regulations and company policies. Under a typical regulatory compliance program, every employee and certain contractors involved in patient care, and coding and billing, receive initial and periodic legal compliance and ethics training. In addition, we expect that we will need to regularly monitor our ongoing compliance efforts and develop and implement policies and procedures designed to foster compliance with the law. The program will also need a mechanism for employees to report, without fear of retaliation, any suspected legal or ethical violations to their supervisors, designated compliance officers in our facilities, a compliance hotline or directly to a corporate compliance office, when such an office is established. We will endeavor to ensure that any compliance program that we may establish is consistent with standard industry practices. However, we cannot provide any assurances that any compliance program that may be set up will detect all violations of law or protect against qui tam suits or government enforcement actions.

19

Employees

At the time of this report, we have no employees.

Properties

At the time of this report, we have no properties but are actively pursuing the acquisition of a number of clinics that specialize in the treatment and management of chronic pain.

Legal proceedings

At the time of this report, we are not involved in any legal proceedings.

RISK FACTORS

Although we have not yet acquired any clinics or otherwise commenced an active business, the following risk factors are expected to affect our business and the industry in which we intend to operate. Accordingly, when we refer to “our clinics” below, it is with reference to clinics that we are in the process of acquiring or may acquire in the future, regardless of the level of ownership or clinics that are involved in joint ventures with us. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also have an adverse effect on us. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.

Risks related to our business

We have not yet commenced substantive operations or earned revenue, and as such, our financial statements may not serve as an adequate basis to judge our future prospects and results of operations.

To date, we have been involved primarily in organizational activities and have not earned any revenues.

As such our financial statements may not provide a meaningful basis on which to evaluate our business. Moreover, we cannot assure you we will be able to implement our business plan and growth strategy successfully. We will continue to encounter risks and difficulties frequently experienced by companies at an early stage of development, include a potential failure in:

·     expanding the Protocol to pain management clinics in the United States;

·     obtaining sufficient capital to acquire clinics in accordance with our business plan;

·     maintaining adequate control of our expenses;

·     maintaining the proprietary nature of the Protocol;

·     implementing our marketing and acquisition strategies and adopting and modifying them as needed;

·     anticipating and adapting to changing conditions in the health care and pain management industries;

·     anticipating and adapting to any changes in government regulation.

20

Our inability to manage successfully any or all of these risks may materially and adversely affect our business.

We are a holding company that depends on cash flow from our wholly owned subsidiaries to meet our obligations, and any inability of our subsidiaries to pay us dividends or make other payments to us when needed could disrupt or have a negative impact on our business.

We are a holding company with no material assets other than the ownership interests in our wholly-owned subsidiaries, CPCC, through which we plan to implement our business plan, and IAG, for which we have no present plans. We will rely on dividends, advances, or other such distributions, from our clinics to our CPCC subsidiary and then to us for our cash needs, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. The ability of CPCC to make distributions to us will depend upon the profitability of the clinics we acquire, which will be subject to a number of business considerations, state and federal laws and in some case, the agreement between CPCC and the acquired clinic. We cannot provide any assurance that distribution of funds from CPCC to us will be adequate to satisfy our liquidity needs, and if we are not able to obtain sufficient funds from CPCC to pay our obligations as they become due, our business could be negatively impacted

We may not be able to implement our business strategy successfully on a timely basis or at all.

Our future success depends, in large part, on our ability to implement our business strategy of acquiring clinics for delivery of the Protocol. Our ability to implement this growth strategy depends, among other things, on our ability to:

· enter into acquisition agreements with clinics we deem accretive to our business interests;

· increase the recognition of the Protocol;

· expand and maintain delivery of the Protocol in the United States.

We may not be able to successfully implement our business strategy. Our operating results will be adversely affected if we fail to implement our strategy or if we invest resources in a strategy that ultimately proves unsuccessful.

Our business is substantially dependent on the efficacy of the physicians who work in our acquired clinics; any loss or reduction in the quality of the physician’s services will negatively impact our results of operations.

Our business depends on, among other things, the physicians who will work in our acquired clinics and the strength of our relationship with those physicians. If a physician leaves our clinic either upon or subsequent to our acquisition, or does not provide quality medical care or follow required professional guidelines at our clinic, or if the physician’s reputation is damaged during his tenure at our clinic, we may need to recruit a replacement physician. In such a case, the revenues generated in an acquired clinic will be negatively impacted during the time it takes us to recruit a replacement physician.

If we fail to acquire and develop clinics on favorable terms, our future growth and operating results could be adversely affected.

We plan to generate revenues and earnings by acquiring existing pain management clinics and augmenting their established treatment protocols with the Protocol, our own proprietary system for treating and managing chronic pain. The success of our business plan will be affected by our ability to identify suitable clinics for acquisition and our ability to negotiate and close on clinic acquisitions in a timely manner and on favorable terms. There can be no assurances that we will be successful in identifying additional clinics suitable for acquisition or that we will be able to close on clinic acquisitions in a timely manner and/or on terms favorable to us.

If we are unable to implement our growth strategy at our acquired clinics, our operating margins and profitability could be adversely affected.

We plan to increase revenues and earnings from the clinics we acquire by increasing the type and number of procedures performed and increasing the number of physicians performing procedures, consistent with the Protocol. In addition, we plan to obtain new or more favorable contracts with third party payors, increase the capacity of our clinics and increase patient and physician awareness of our clinics. Through this strategy we expect to increase the volume of procedures performed at our acquired clinics and result in higher revenues. However, procedure volume at our acquired clinics is susceptible to economic conditions, including high unemployment rates and other factors that may cause patients to delay or cancel previously planned procedures. As such, there can be no assurances that we will be successful at implementing our growth strategy at our acquired clinics.

21

If we are unable to manage the growth of our business through the acquisition of clinics our business and results of operations could be adversely affected.

We may not be able to successfully integrate the operations of newly acquired clinics with our own, and we may not realize all or any of the expected benefits of acquiring new clinics as and when planned. The integration of operations of new clinics with our own will be complex, costly and time-consuming. We expect that the integration of the operations of new clinics will require significant attention from our senior management and will impose substantial demands on our operations and personnel, potentially diverting attention from other important pending projects. The difficulties and risks associated with the integration of the operations of new clinics into our own include, but are not limited to:

●           the possibility that we will fail to implement our business plans for the growing company, including as a result of new legislation or regulation in the healthcare industry that affects the timing or costs associated with our operations or our acquisition plans;

●           possible inconsistencies between our standards, controls, procedures, policies and compensation structures and those of clinics that we acquire;

●           the increased scope and complexity of our operations following the acquisition of a number of clinics;

●           the potential loss of key employees and the costs associated with our efforts to retain key employees;

●           provisions in contracts that we and the acquired clinics have with third parties that may limit our flexibility to take certain actions;

●           risks and limitations on our ability to consolidate the corporate and administrative infrastructures of new clinics;

●           the possibility that we may have failed to discover liabilities of new clinics during our due diligence investigation as part of the acquisition for which we, as a successor owner, may be responsible;

●           obligations that we will have to partners in clinics when we have completed only a partial acquisition and

●           the possibility of unanticipated delays, costs or inefficiencies associated with the integration of operations of new clinics with ours.
 

As a result of these difficulties and risks, we may not be able to successfully manage our growth within our budgetary expectations and anticipated timetable. Accordingly, we may fail to realize some or all of the anticipated benefits of acquiring new clinics, including increasing the scale of our operations, diversification, and cash flows and operational efficiency.

If we do not have sufficient capital resources to complete acquisitions and develop our clinics, our ability to implement our business plan could be adversely affected.

We will need capital to implement our business plan, and may seek to finance future clinic acquisitions and development projects through debt or equity financings. Disruptions to financial markets or other adverse economic conditions may adversely impact our ability to complete any such financing or the terms of any such financing may be unacceptable or unfavorable to us. To the extent that we undertake financings with our equity securities, our current shareholders will experience ownership dilution. To the extent we incur debt, we may have significant interest expense and may be subject to covenants in the related debt agreements that restrict the conduct of our business. We can give you no assurances that we will be able to obtain financing necessary to implement our business plan or that the financing will be available on terms acceptable to us.

22

Implementation of the Protocol may not meet our expectations, and any such failure would adversely affect our ability to implement our business plan.

We anticipate that a material portion of our revenues will derive from the introduction of the Protocol into acquired clinics and possibly through licensing the Protocol to other entities, such as hospitals. We can give no assurance that the Protocol will be widely accepted or that we will be able to receive enough, or any, funding from payors to introduce or sustain the Protocol in any given clinic, or at all. Because it is a new medical approach, it is possible that wide acceptance of the Protocol will never be attained. Such a lack of acceptance will adversely affect our growth and profits.

If we are unable to secure CARF accreditation for our acquired clinics, our reputation may be adversely affected.

CARF is an organization that provides accreditation for medical rehabilitation, including pain management therapies. While CARF accreditation is voluntary, and the process for accreditation is rigorous and costly, we wish to secure accreditation for the clinics we acquire to demonstrate that a standardized service is available in all clinics that use the Protocol. If we fail to achieve accreditation for some or any of our clinics, our reputation may be adversely affected and we may have difficulty attracting a suitable number of patients or third party payors to generate revenues at our acquired clinics.

No clinical trials of the Protocol have been undertaken and, if such trials are completed, there is no assurance that the Protocol will demonstrate any comparative advantage to standard medical approaches.

The evidence for the effectiveness of the Protocol derives from case studies that have used subjective evaluations of pain relief by patients and patient testimonials. Although we wish to undertake formal clinical trials and test the Protocol against standard medical approaches for pain relief using standardized methodology, there is no assurance that such clinical trials will ever take place due to the expense of conducting such trials. Further, clinical trials, if conducted, may not show any measurable advantage of the Protocol over standard medical approaches to pain care which could affect the marketability of the Protocol, and thus negatively impact on our ability to implement our business plan.

A lack of formal intellectual property protection for the Protocol may result in unauthorized use by physicians or clinics.

The Protocol is a trade secret and, without formal intellectual property (“IP”) protection, is vulnerable to unauthorized use. Although trade secret protection is often chosen as a means to protect IP, it leaves a company with few options to take action if a third party manages to reverse engineer or copy the trade secret. To protect our interests, we do not provide any information on the Protocol to third parties without a Non-Disclosure Agreement (“NDA”) in place. We intend to strengthen our IP protection options in due course with more onerous NDAs as well as copyright protection. We also intend to evaluate patenting certain key procedures or apparatus related to the Protocol. However, we may not be able to support the expense of taking such steps and, even after we have taken all reasonable steps to protect our IP, it is still possible that unauthorized third parties will use our IP. If such unauthorized use of our IP does occur, our ability to stop such practices may be very limited and, if so, we will likely lose some potential revenues.

In order to treat patients, the Protocol requires extensive orientation and training of personnel, which may be beyond our capabilities, or unavailable.

The Protocol involves a number of different procedures, types of personnel, products, apparatus, supplements and medications. At this time, we only have our executive officers available to provide the training needed for a clinic to adopt the Protocol. To mitigate this problem, we may seek to establish a training center at a centrally-located clinic that has the resources to accommodate mandatory training courses. Also, we may run mandatory training programs in different centers across the US to accommodate the needs of new clinics. However, the personnel needed to treat patients using the Protocol may not be available at a particular clinic. We believe we may need to engage the services of independent health care professionals to provide selected services in our acquired clinics until we are in a position to hire our own professionals. However, personnel needed to deliver the Protocol to patients may not be available in the area of our acquired clinics, which may lead to high travel and accommodation costs to have the necessary personnel available, which, in turn, could adversely affect our profitability.

23

If we are restricted from establishing pharmacies associated with our clinics, there will be an adverse affect on our revenues and profits.

We expect a significant portion of our revenues to come from pharmacies associated with our clinics. Although one of the clinics with which we are negotiating acquisition terms does include an associated pharmacy, we can provide no assurance that the federal, state or municipal regulations will allow a pharmacy to be established at any particular clinic we acquire in the future. If we are restricted from opening pharmacies at our clinics, our revenue and profit potential will be adversely affected.

Regulators at the federal and state level are monitoring and restricting the prescribing and use of pain medications which could have an adverse effect on our growth.

State and federal regulators are enforcing new restrictions to reduce the amount of abuse of strong and addictive pain medications, such as opiates. In some states, such as Florida, a moratorium on new licenses for pain management clinics has been put in place in an attempt to stop the illegal distribution of such medications. Such restrictions on the licensing of new clinics could have a material effect on our business because a significant component of our planned growth is expected to come from expanding our clinics into new locations within a geographical area.

We may not have exclusive control over the distribution of cash from our acquired clinics and may be unable to cause all or a portion of the cash of these clinics to be distributed to us.

We anticipate having complete or a majority ownership in the clinics we acquire. We expect agreements we execute with these clinics to provide for the distribution of available cash to us. However, it is possible that these agreements may impose limits on the ability of our acquired clinics to make distributions of cash to us. If we are unable to cause sufficient cash to be distributed from one or more of these clinics our ability to pay our obligations as they become due may be harmed.

Risks specific to our industry

Our proposed business activities are highly regulated and new and proposed government regulations or legislative reforms could increase our cost of doing business and reduce our customer base, profitability and liquidity.

Our business is subject to substantial federal state and, in many cases, municipal regulation. These laws and regulations, along with the terms of our prospective contracts and licenses, will directly or indirectly regulate how we do business, what services we offer, and how we interact with our patients, providers and funding agencies. Healthcare laws and regulations are subject to frequent change and varying interpretations. Changes in existing laws or regulations, or their interpretations, or the enactment of new laws or the issuance of new regulations could adversely affect our business by, among other things:

●           reducing the payments we receive;

●           imposing additional license, registration, or capital reserve requirements;

●           increasing our administrative and other costs;

●           forcing us to undergo a corporate restructuring;

●           increasing mandated benefits without corresponding fee increases;

●           increasing the number and type of healthcare providers and organizations with which we compete forbusiness;

●           limiting our ability to engage in inter-company transactions with our clinics;

●           forcing us to restructure our relationships with providers; or

●           requiring us to implement additional or different programs and systems.

It is possible that future legislation and regulation and the interpretation of existing and future laws and regulations could have a material adverse effect on our ability to operate under Medicare and Medicaid and to continue to serve and attract new providers and patients.

24

Our records and submissions to funding agencies may contain inaccurate or unsupportable coding which could cause us to overstate or understate our revenue and subject us to various penalties.

A major component of the regulatory environment is the interpretation of billing procedures established by the American Medical Association and provided in the Current Procedural Terminology (“CPT”) code set. The CPT code set describes medical, surgical, and diagnostic services and is designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes. CPT coding is similar to the International Statistical Classification of Diseases and Related Health Problems (“ICD”), a medical classification list by the World Health Organization except that CPT identifies the services rendered rather than the diagnosis on the claim. The 9th revision of the ICD (“ICD-9”) describes approximately 14,000 procedures, while the 10th revision (“ICD-10”), when implemented, will describe about 70,000 procedures. Inaccurate or unsupportable coding, inaccurate records for patients and erroneous claims could result in inaccurate fee revenue being reported. Such errors are subject to correction or retroactive adjustment in later periods and may be reflected in financial statements for periods subsequent to the period in which the revenue was recorded. We may also find that we are required to refund a portion of the revenue that we received, which, depending on its magnitude, could damage our relationship with the subject funding agency and have a material adverse effect on our results of operations or cash flows.

The Centers for Medicare and Medicaid Services (“CMS”) has expanded the pilot recovery audit contractor (“RAC”) program to a permanent nationwide program. RACs are private contractors contracting with CMS to identify overpayments and underpayments for services through post-payment reviews of claims submitted by Medicare and Medicaid providers. The Healthcare Reform Acts expands the RAC program's scope to include managed Medicare and to include Medicaid claims by requiring all states to establish programs to contract with RACs. All states were required to implement Medicaid RAC programs by January 1, 2012. In addition, CMS employs Medicaid Integrity Contractors (“MICs”) to perform post-payment audits of Medicaid claims and identify overpayments. The Healthcare Reform Acts increases federal funding for the MIC program for federal fiscal year 2011 and later years. In addition to RACs and MICs, the state Medicaid agencies and other contractors have increased their review activities. MICs are assigned to five geographic regions and have commenced audits in states assigned to those regions. It is possible that our clinics will receive letters from RAC auditors requesting repayment of alleged overpayments for services and will incur expenses associated with responding to and appealing these RAC requests, as well as the costs of repaying any overpayments. Demands for repayments can occur even if a clinic is acquired by means of an asset transfer. If we have inadequate resources to enable us to dispute and overturn such demands for overpayments, it is possible that such payments will have to be returned which could have a material adverse effect on our financial condition and results of operations.

We intend to use third party coding and billing agencies but there is no assurance that such agencies will not make coding and billing errors causing us to understate or overstate revenues, subjecting us to penalties and demands for refunds or leading to attempts to recover funds.

Interpretation of the correct billing procedures mandated by the ICD-9 and the ICD-10, when implemented, requires specific expertise. It is our intention to employ the services of qualified, third party coding and billing services to maximize billing revenues. There are a number of such third party agencies and their level of expertise and experience varies. Regardless of which agency we may use, there is no assurance that correct codes will be used which could lead to a significant reduction in revenues that may be properly claimed or a significant overpayment to us from the funding agencies. In the case of overpayments, the funding agencies will most likely demand refunds and may impose penalties which could have a material and adverse effect on our business and results of operations. In the case of underpayments, we may attempt to resubmit the billings to recover the revenues that were not claimed. There could be a substantial cost to undertake this effort which would affect our projected profitability. There is no assurance that we would be successful in receiving further payments.

If we acquire a clinic that has made coding and billing errors prior to our ownership, we would most likely be liable for those errors that led to overpayments and may be subject to penalties as well as being required to provide refunds.

Historical coding and billing errors made by a clinic prior to our acquisition, even in the case of solely an asset acquisition, may require us to provide refunds to payors and possibly pay penalties. In the case of underpayments, it is very unlikely that we would be able to collect funds that were owed to the clinic prior to our acquisition. In order to mitigate this risk, we intend to employ consultants at the due diligence stage of acquiring a clinic to conduct a compliance audit. There can be no assurance that any such compliance audit will disclose any future liabilities for overpayments that any of our clinics may have incurred.

25

We depend on payments from third-party payors, including government healthcare programs. If these payments decrease or do not increase as our costs increase, our operating margins and profitability would be adversely affected.

We will depend, in part, on private and governmental third-party sources of payment for the services provided to patients in our clinics. The amount our clinics receive for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including future changes to the Medicare and Medicaid payment systems and the cost containment and utilization decisions of third-party payors. Although the Health Reform Law expands coverage of preventive care and the number of individuals with healthcare coverage, the law also provides for reductions to Medicare and Medicaid program spending. It is impossible to predict how the various components of the Health Reform Law, many of which do not take effect until 2014 or later, will affect our business. Several states are also considering healthcare reform measures. This focus on healthcare reform at the federal and state levels may increase the likelihood of significant changes affecting government healthcare programs in the future.

The Budget Control Act of 2011 (“BCA”) requires automatic spending reductions of $1.2 trillion for federal fiscal years 2013 through 2021, minus any deficit reductions enacted by Congress and debt service costs. We are unable to predict how these spending reductions will be structured or how they would impact us, what other deficit reduction initiatives may be proposed by Congress or whether Congress will attempt to suspend or restructure the automatic budget cuts. We can give you no assurances that future changes to reimbursement rates by government healthcare programs, cost containment measures by private third-party payors or other factors affecting payments for healthcare services will not adversely affect our future revenues, operating margins or profitability.

If we are unable to effectively compete for physicians, contracts, patients and strategic relationships, our business would be adversely affected.

The healthcare business is highly competitive. We will be competing with other facilities, such as hospitals and private clinics, for physicians to staff our clinics, patients and to obtain contracts with funding agencies. In some of the markets in which we plan to operate, there are shortages of physicians in our targeted specialty. In addition, physicians, hospitals, payors and other providers may form integrated delivery systems that restrict physicians who may otherwise be willing to treat certain patients at our clinics on a part-time basis outside of their main employment. These restrictions may impact our clinics and the medical practices of physicians with whom we may otherwise enter into service agreements. Some of our competitors may have greater resources than we do, including financial, marketing, staff and capital resources, have or may develop new technologies or services that are attractive to physicians or patients, or have established relationships with physicians and payors. 

We may also be competing in the future with public and private companies in the development and acquisition of ASCs. Further, many physician groups develop ASCs without a corporate partner. We can give you no assurances that we will be able to compete effectively in any of these areas.

If any physicians with whom we are negotiating to acquire their clinics are retiring and not able or willing to remain with the clinic to assist with the transition of patient care to new physicians, our projected revenues and profits will be adversely affected.

Competition for physicians will be a particularly acute problem for us if retiring physicians cannot or will not stay to assist us with the orientation and training of replacement physicians. We would like to retain incumbent physicians for two years but if we are unable to do so, extra demands will be placed on us for orientation and training. This will have an adverse effect on our revenues and will increase our expenses for recruitment and we may need to fill vacancies with existing personnel from other locations.

26

Competition for the acquisition of new clinics and other factors may impede our ability to acquire clinics and may inhibit our growth.

We anticipate that the future growth of our business will be dependent upon our successful acquisition of clinics. The success of this strategy depends upon our ability to identify suitable acquisition candidates, reach agreements to acquire these clinics, obtain necessary financing on acceptable terms and successfully integrate the operations of these businesses. In pursuing acquisition opportunities, we may compete with other companies that have similar growth strategies. Some of these competitors are larger and have greater financial and other resources than we have. This competition may prevent us from acquiring clinics that could generate substantial revenues for our business.

If we fail to comply with applicable laws and regulations, we could suffer penalties or be required to make significant changes to our operations.

We will be subject to many laws and regulations at the federal, state and local government levels in the jurisdictions in which we operate. These laws and regulations require that our clinics and our operations meet various licensing, certification and other requirements, including those relating to:

·   physician ownership of our clinics;

·   our and our clinics’ relationships with physicians and other referral sources;

·   approvals and other regulations affecting the acquisition of clinics, capital expenditures or the addition of services;

·   the adequacy of medical care, equipment, personnel, and operating policies and procedures;

·   qualifications of medical and support personnel;

·   maintenance and protection of records;

·   billing for services by healthcare providers, including appropriate treatment of overpayments and credit balances;

·   privacy and security of individually identifiable health information; and

·   environmental protection.

If we fail to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in Medicare, Medicaid and other government sponsored and third-party healthcare programs. CMS has enacted additional conditions for coverage that ASCs must meet to enroll and remain enrolled in Medicare, and a number of states have adopted or are considering legislation or regulations imposing additional restrictions on or otherwise affecting ASCs, including expansion of certificate of need requirements, restrictions on ownership, taxes on gross receipts, data reporting requirements and restrictions on the enforceability of covenants not to compete that affect physicians. Different interpretations or enforcement of existing or new laws and regulations could subject our proposed practices to allegations of impropriety or illegality, or require us to make changes in our proposed operations, facilities, equipment, personnel, services, capital expenditure programs or operating expenses. We can give you no assurances that current or future legislative initiatives, government regulation or judicial or regulatory interpretations thereof will not have a material adverse effect on us, subject us to fines or penalties, or reduce the demand for our services.

If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal remuneration or other forms of fraud and abuse, we could suffer penalties or be required to make significant changes to our operations.

The federal anti-kickback statute prohibits healthcare providers and others from soliciting, receiving, offering or paying, directly or indirectly, any remuneration with the intent of generating referrals or orders for services or items covered by a federal healthcare program. The anti-kickback statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by case law or regulations. Courts have found a violation of the anti-kickback statute if just one purpose of the remuneration is to generate referrals, even if there are other lawful purposes. Furthermore, the Health Reform Law provides that knowledge of the law or intent to violate the law is not required to establish a violation of the anti-kickback statute. Violations of the anti-kickback statute may result in substantial civil or criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion from these programs would result in significant reductions in revenue and would have a material adverse effect on our business.

HHS has published regulations that outline categories of activities that are deemed protected from prosecution under the anti-kickback statute.  In addition, many of the states in which we intend to operate also have adopted laws, similar to the anti-kickback statute, that prohibit payments to physicians in exchange for referrals, some of which apply regardless of the source of payment for care. These statutes typically impose criminal and civil penalties as well as loss of license.

27

In addition to the anti-kickback statute, HIPAA provides for criminal penalties for healthcare fraud offenses that apply to all health benefit programs, including the payment of inducements to Medicare and Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particular provider or practitioner. Federal enforcement officials have numerous enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program and an incentive program under which individuals can receive up to $1,000 for providing information on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, the Deficit Reduction Act of 2005 creates an incentive for states to enact false claims laws that are comparable to the federal False Claims Act. Federal enforcement officials have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud.

Providers in the healthcare industry have been the subject of federal and state investigations, and we may become subject to investigations in the future.

Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including referral and billing practices. Further, the federal False Claims Act permits private parties to bring "qui tam" whistleblower lawsuits against companies. Some states have adopted similar state whistleblower and false claims provisions.

From time to time, the OIG and the Department of Justice have established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Some of our proposed activities could become the subject of governmental investigations or inquiries. For example, we may have significant Medicare billings and we may enter into joint venture arrangements involving physician investors. In addition, as we employ executives and managers, some may have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation. If so, these executives and managers could be included in governmental investigations or named as defendants in private litigation. A governmental investigation of us, our executives or our managers could result in significant expense to us, as well as adverse publicity.

We are unable to predict the impact of the Health Reform Law, which represents significant change across the healthcare industry.

The Health Reform Law represents significant change to the healthcare industry. It will change how healthcare services are covered, delivered, and reimbursed through expanded coverage of previously uninsured individuals and reduced government healthcare spending, reform certain aspects of health insurance, expand existing efforts to tie Medicare and Medicaid payments to performance and quality and strengthen fraud and abuse enforcement. On June 28, 2012, the United States Supreme Court upheld the constitutionality of key provisions of the Health Reform Law but struck down provisions that would have allowed the Department of Health and Human Services to penalize states that do not implement the Medicaid expansion provisions of the law with the loss of existing federal Medicaid funding. It is unclear how many states will decline to implement the Medicaid expansion and what the resulting impact will be on the number of uninsured individuals. Implementation of the Health Reform Law could be delayed or even blocked due to efforts to repeal or amend the law, and the law remains subject to court challenges on certain issues. Thus, it is not clear at this time what the full the impact of the Health Reform Law will be and what effect the legislation will have on ASCs or the healthcare industry as a whole.

28

If regulations or regulatory interpretations change, we may be obligated to buy out interests of physicians who retain equity in any clinics in which we have the majority interest.

We expect that we will acquire complete ownership of most of the clinics that we choose to purchase either through share or asset purchases although in some cases, the selling physician or physicians may retain a minority interest. If certain regulations or regulatory interpretations change, we may be obligated to purchase some or all of the non-controlling interests of the physician partners. The regulatory changes that could trigger such obligations include changes that:

·   make the referral of Medicare and other patients to our clinics by physicians affiliated with us illegal;

·   create the substantial likelihood that cash distributions from limited liability companies to the affiliated physicians will be illegal; or

·   cause the ownership by the physicians of interests in limited liability companies to be illegal.

The cost of repurchasing these non-controlling interests would be substantial if a triggering event were to result in simultaneous purchase obligations at a substantial number or at all of our clinics. We anticipate that the purchase price to be paid in such event would be determined by a predefined formula set out in a shareholders’ agreement, which also provide for the payment terms, generally over a period of time. There can be no assurance, however, that our existing capital resources would be sufficient for us to meet the obligations, if they arose, to purchase these non-controlling interests held by physicians. The determination of whether a triggering event has occurred generally would be made by the concurrence of our legal counsel and counsel for the physician partners or, in the absence of such concurrence, by a nationally recognized law firm having an expertise in healthcare law jointly selected by both parties. Such determinations therefore would not be within our control. The triggering of these obligations could have a material adverse effect on our financial condition and results of operations. While we will ensure, to the best of our abilities that physician ownership of an interest in any clinic is in compliance with applicable laws, we can give no assurances that legislative or regulatory changes would not have an adverse impact on us. From time to time, the issue of physician ownership in ASCs is considered by some state legislatures and federal and state regulatory agencies.

Risks Related to Our Securities

Our stock price may be volatile or may decline regardless of our operating performance, and you may lose part or all of your investment.

While there is no current market for our common stock, when a market develops, the market price of our common stock may fluctuate widely in response to various factors, some of which are beyond our control, including:

· market conditions or trends in the healthcare industry or in the economy as a whole;

· actions by competitors;

· actual or anticipated growth rates relative to our competitors;

· the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

· economic, legal and regulatory factors unrelated to our performance;

· any future guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual results;

· changes in financial estimates or recommendations by any securities analysts who follow our common stock;

· speculation by the press or investment community regarding our business;

· litigation;

· changes in key personnel; and

· future sales of our common stock by our officers, directors and significant shareholders.

In addition, the stock markets, including the over-the-counter markets in which we anticipate our common stock being quoted, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These broad market fluctuations may materially affect our stock price, regardless of our operating results. Furthermore, the market for our common stock historically has been limited and we cannot assure you that a larger market will ever be developed or maintained. The price at which investors purchase shares of our common stock may not be indicative of the price that will prevail in the trading market. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, these factors may make it more difficult or impossible for you to sell our common stock for a positive return on your investment. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

29

Shares of our common stock when trading,  may  lack a significant trading market, which could make it more difficult for an investor to sell our common stock.

Shares of our common stock are not yet eligible for trading on any national securities exchange and are not currently quoted in the over-the-counter market. We anticipate applying for the quotation of our common stock on the OTC Markets-OTCQB. We have not yet engaged a market maker to assist us to apply for such quotation, and there can be no assurance of that we will meet the applicable requirements or such application will be granted. There is no assurance that an active trading market in our common stock will develop, or if such a market develops, that it will be sustained. In addition, there is a greater chance for market volatility for securities quoted in the over-the-counter markets as opposed to securities traded on a national exchange. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, or to obtain coverage for significant news events concerning us, and our common stock could become substantially less attractive for investment by financial institutions, as consideration in future capital raising transactions or for other purposes.

Future sales of shares of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

The market price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock in the market after our stock commences trading. In addition, if our significant shareholders sell a large number of shares, or if we issue a large number of shares, the market price of our stock could decline. Any issuance of additional common stock, or warrants or options to purchase our common stock, by us in the future would result in dilution to our existing shareholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock. Moreover, the perception in the public market that shareholders might sell shares of our stock or that we could make a significant issuance of additional common stock in the future could depress the market for our shares. These sales, or the perception that these sales might occur, could depress the market price of our common stock or make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We could issue additional common stock, which might dilute the book value of our common stock.

Our Board of Directors has authority, without action or vote of our shareholders, to issue all or a part of our authorized but unissued shares. Our certificate of incorporation authorizes the issuance of up to 200,000,000 shares of common stock, par value $0.0001 per share. As of October 18, 2013, there were 158,500,000 authorized and unissued shares of our common stock available for future issuance, based on 41,500,000 shares of our common stock outstanding. Although we have no commitments as of the date of this report to issue our securities, we may issue a substantial number of additional shares of our common stock or debt securities to complete a business combination or to raise capital. Such stock issuances could be made at a price that reflects a discount or a premium from the then-current trading price of our common stock. In addition, in order to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute your percentage ownership interest, which would have the effect of reducing your influence on matters on which our shareholders vote, and might dilute the book value of our common stock. You may incur additional dilution if holders of stock options and warrants, whether currently outstanding or subsequently granted, exercise their options or warrants to purchase shares of our common stock.

30

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules apply to issuers whose common stock does not trade on a national securities exchange and trades at less than $5.00 per share, or that have a tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC that contains the following information:

· a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

· a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities laws;

· a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” prices;

· a toll-free telephone number for inquiries on disciplinary actions;

· definitions of any significant terms in the disclosure document or in the conduct of trading in penny stocks; and

· such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in a penny stock, the broker-dealer also must provide the customer with the following information:

· bid and offer quotations for the penny stock;

· compensation of the broker-dealer and our salesperson in the transaction;

· number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

· monthly account statements showing the market value of each penny stock held in the customer’s account.

The penny stock rules further require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks and a signed and dated copy of a written suitability statement.

Due to the requirements of the penny stock rules, many broker-dealers have decided not to trade penny stocks. As a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Moreover, if our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

We do not anticipate paying dividends in the foreseeable future, and, accordingly, any return on investment may be limited to the value of our common stock.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. We intend to follow a policy of retaining all of our earnings to finance the development and execution of our strategy and the expansion of our business. If we do not pay dividends, our common stock may be less valuable because a return on your investment will occur only if our stock price appreciates.

31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Safe Harbor Declaration

The comments made throughout this report should be read in conjunction with our financial statements and the notes thereto, which are filed as an exhibit to this report and incorporated herein by reference, and other financial information appearing elsewhere in this report. In addition to historical information, the following discussion and other parts of this report contain certain forward-looking information. When used in this discussion, the words, “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from projected results, due to a number of factors beyond our control. We do not undertake to publicly update or revise any of its forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are also urged to carefully review and consider our discussions regarding the various factors that affect the company’s business, which are described in this section and elsewhere in this report.

Overview

Our company was incorporated as OICco Acquisition I, Inc. 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, we closed an Acquisition Agreement with Imperial Automotive Group. At the closing of the Exchange Agreement, Imperial Automotive Group, Inc. became our wholly-owned subsidiary and we acquired the business and operations of Imperial Automotive Group, Inc. (“IAG”).

Later, we decided not to pursue the business opportunity presented by IAG. In July, 2013, the 40,000,000 common shares issued to IAG shareholders were returned to us. IAG remains as our subsidiary.

On May 29, 2013, we entered into a Share Exchange Agreement and Plan of Reorganization (“the Exchange Agreement”) with Champion Pain Care Corp. (“CPCC” or the “Company”). The Exchange Agreement contains customary representations, warranties, and conditions. Pursuant to the Share Exchange Agreement, 31.5 Million our shares were exchanged for all of the shares of CPCC and CPCC became our wholly owned subsidiary.

CPCC, located at 48 Wall Street, 10th Floor, New York, NY 10005, is incorporated in Nevada and, prior to the closing of the Exchange Agreement, was a wholly-owned subsidiary of Champion Care Corp., a Canadian company registered in the Province of Ontario (“Champion Toronto”). CPCC has the right to market and implement the proprietary Champion Pain Care Protocol (“the Protocol”), developed by ChampionToronto, in specialized pain management practices across the US. As a result of the Share Exchange, Champion Toronto owns 70% of our issued and outstanding shares.

The Protocol is a new, proprietary medical approach for the treatment and management of chronic pain and has been used for the treatment of patients in clinics in Toronto, Canada and in Ohio. We are now introducing the Protocol to clinics which specialize in pain management. We are seeking acquisition agreements with such clinics but will also consider licensing or joint venture agreements. We have identified approximately 1,500 private medical practices in the US that provide pain management services to their patients. It is our intention to deliver the Protocol through as many qualified clinics in the US as possible 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 provides evidence to patients and funding agencies that a standardized service will be provided in all clinics that adopt the Protocol.

More information is available on our website at www.championpaincare.com.

Critical Accounting Policies

Basis of Presentation

The accompanying financial statements of the Company have been prepared by the Company in accordance with accounting principles generally accepted in the United States.

32

Use of Estimates

The preparation of these financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party..

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock warrants and options, using treasury stock method, and convertible preferred stock using the if-converted method. There is no potential dilutive security as of June 30, 2013.

Sources of revenues

At the time of this report, we have no revenues but after we complete an acquisition of at least one clinic we do expect to be generating revenues.

Results of Operations

There were no operations prior to the date of this report. We are showing a loss of $207,620. Assets are $100 cash deposited with the Bank of America to open an account. Liabilities are $207,720 and we are showing stockholders’ deficit of $207,620.

Results for the 5 months ended June 30, 2013

Net Sales

We had no sales for the period.

Cost of sales

We had no cost of sales for the period.

33

Gross Profit or Loss

We had no gross profit or loss for the period.

Operating Expenses

Operating expenses of $207,620 were incurred. These expenses consisted of $4,825 for legal fees incurred for assisting us with the Exchange Agreement, preparing investment documents and general legal counsel. Under the Services Agreement between CPCC and Champion Toronto, expenses of $202,795 were incurred for services provided by Champion Toronto for our incorporation, management of our affairs leading up to the Exchange Agreement, payment of direct costs of $40,775 to the principals and creditors of OICco and $15,000 to the agent that identified OICco as a suitable target for the Exchange Agreement.

Other Income (Expense)

We had no other income or expense for the period.

Net Income

We had a loss of $207,620 for the period.

Liquidity and Capital Resources

Results for the 5 months ended June 30, 2013

During the period, we used no cash and, as of June 30, 2013, we had working capital deficit of $207,520.

We are actively looking for equity and debt financing to settle our current and future liabilities and to accomplish our plans but there is no assurance that it will be able to do so in the future.

Off-Balance sheet arrangements

We are not aware of any off-balance sheet transactions requiring disclosure.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of the date of this report regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Name of Beneficial Owner of Shares	Class	Shares	Percent of Class
Champion Care Corp.	Common Stock	31,500,000	70.0%
307 - 208 Evans Avenue Toronto, ON, Canada, M8Z 1J7
Joshua Sisk	Common Stock	4,000,000	8.9%
44412 8th Street, SW Vero Beach, FL 32968

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of the date of this report are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans. We are not aware of any arrangements that could result in a change in control of the company.

34

MANAGEMENT

Our executive officers and directors after completion of the Exchange Agreement are as follows:

Name	Position	Age
Terrance Owen	CEO and Director	67
Jack Fishman	President and Director	56
Emil Schiller	COO and Director	58

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. Each executive officer is a full time employee. Our directors hold office for one-year terms or until their successors have been elected and qualified. There are no family relationships between any of our directors, executive officers or other key personnel and any other of our directors, executive officers or key personnel. There are no arrangements or understandings between any of our directors or executive officers and any other persons pursuant to which such director or executive officer was selected in that capacity.

Terrance Owen, CEO and Director

Dr. Owen obtained a BSc (Honours) in Biology from the University of Victoria in1968, a MSc in Biology from the University of New Brunswick in 1970, a PhD in Zoology from the University of British Columbia in 1974 and a MBA from Simon Fraser University, British Columbia in 1991. From 2000 to 2013, Dr. Owen was the President, CEO & Director of ALDA Pharmaceuticals Corp. and serves as a Director and on the audit committees of a number of other public companies that are listed on the TSX Venture Exchange. From December, 1980 to April 2002, Dr. Owen was the President of Helix Biotech ULC, a laboratory providing DNA identity testing services for paternity, immigration and forensic cases. He was the President and a director of Helix BioPharma Corp. from July, 1995 to June, 1998. Dr. Owen has been advising Champion Toronto since April, 2012 and was appointed as our CEO in July, 2013.

Jack Fishman, President and Director

Mr. Fishman is one of our co-founders and leads the development and the integration of corner office strategy to front line solutions. Mr. Fishman has a successful 22-year career track record of business growth, innovation and experience in general management, sales and marketing. He has provided strategic leadership for a diverse range of major corporations and has helped develop and launch new consumer award winning business initiatives for Snap-On-Tools and Honda. He is often sought out for keynote speeches at marketing conferences, most recently the National Public Relations Conference. He has been with Champion Toronto since its formation in and was appointed as our President and as a Director on our incorporation date.

Emil Schiller, COO and Director

Mr. Schiller is a co-founder of the Company. Under his leadership, his operational and team building programs have benefited a number of companies. Mr. Schiller is responsible for financial, operational, planning and distribution systems. Mr. Schiller is a seasoned executive with more than 22 years of international business experience. He has a broad range of high-level management experience within several industries. He has an extensive business background, having initiated several culture change initiatives, including the introduction of quality improvement programs to ensure consistent delivery of standards of excellence for major retail chains across North America. He has also been with Champion Toronto since its formation in and was appointed as our COO and as a Director on our incorporation date.

35

Involvement in certain legal proceedings

During the past ten years, none of our directors or executive officers has been:

·       the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·       convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·       subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·       found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

·       subject of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

·       subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

None of our directors, executive officers or affiliates, or any beneficial owner of 5% or more of our common stock, or any associate of such persons, is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries.

Director Independence

Our Board of Directors is currently comprised of three directors, Dr. Owen, Mr. Fishman and Mr. Schiller, none of whom qualify as “Independent” directors for the purposes of the NASDAQ listed company standards currently in effect and all applicable rules and regulations of the SEC.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that we will be doing so at our earliest opportunity.

EXECUTIVE COMPENSATION

Executive compensation

To date, no compensation has been paid to any of our executives. We do not expect to establish employment agreements with our Canadian executives due to restrictions on citizens of foreign countries receiving compensation directly from US companies. Rather, we will establish a Services Agreement with Champion Toronto so that Champion Toronto will provide the management services of our executives through Champion Toronto. As executives who are US citizens are employed, we expect to set up employment agreements and incentive programs.

36

Compensation of Directors

To date, no compensation has been paid to any of our directors. In the future, we do not expect to compensate non-independent directors but we will consider compensation for any independent directors who are appointed.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Exchange Agreement

On May 29th 2013, we entered into the Exchange Agreement with CPCC, a wholly owned subsidiary of Champion Toronto. Terrance Owen, Jack Fishman and Emil Schiller are the Directors and Executive Officers of both CPCC and Champion Toronto. On completion of the Exchange Agreement, Champion acquired a 70% interest in our company with the issuance of 31,500,000 our shares to Champion Toronto in exchange for 100% of the shares of CPCC which became our wholly owned subsidiary. Messrs. Owen, Fishman and Schiller also became Directors and Executive Officers of our company as well.

Other material agreements

Champion license agreement

CPCC and Champion Toronto entered  into a license agreement dated February 1, 2013, (“the License Agreement”) in which  Champion Toronto provides CPCC with the exclusive  rights to market and implement the Protocol in the United States (“the Territory”).

The material terms of the License Agreement area as follows.

Champion Toronto provides CPCC with the exclusive right to any of Champion Toronto’s knowhow and trademarks and the right to (i) enter into licensing, joint venture and acquisition agreements with clinics that provide pain management services under the direction of physicians who are properly licensed to practice medicine and qualified to treat patients using the Protocol in the Territory; (ii) establish pharmacies that will be within or associated with clinics acquired by Licensor as permitted by the regulations enforced by the applicable governments within the Territory;  and (iii) take such steps that are deemed necessary to develop the business of pain management in the Territory.

The License Agreement is subject to the laws of Ontario, Canada and the initial term is five years with automatic renewals for new 5 year terms unless the agreement is otherwise terminated.

Champion Toronto has received 10,000 shares of CPCCand  is entitled to a royalty of 10% of all Net Sales in the Territory meaning the amount of sales generated after the deduction of refunds, discounts, rebates and other reductions.

On completion of the Exchange Agreement, Champion Toronto, as our majority shareholder, would cause our Board of Directors to enter into a new license agreement containing standard representations and warranties as to royalties, remedies, termination, provisions for non-competition, non-solicitation, non-disclosure and ownership of developments, discoveries and new intellectual property and would cause the name of OICco to be changed to Champion Pain Care Corp.

Champion services agreement

CPCC and Champion entered  into a services  agreement dated February 1, 2013 with an effective date of December 1, 2012 (“the Service Agreement”)  in which Champion will provide management services to us in exchange for fees and for reimbursement of the costs incurred by Champion.

The material terms of the Services Agreement area as follows.

·   To assist CPCC with the implementation of the License Agreement, Champion Toronto has been or will be providing the following services and any other services to which the parties mutually agree.

37

·   Provide training for the Protocol, for all of the Territory as defined in the License Agreement, through health care practitioners selected by Champion Toronto who are properly licensed to practice medicine and qualified to treat patients using the Protocol in the Territory.

·   Establish ‘clinical excellence’ that will be within or associated with the clinics acquired by CPCC as permitted by the regulations enforced by the applicable governments within the Territory.

·   Take any other actions that are required to develop the business of pain management in the Territory.

·   Oversee all marketing activities for the Protocol in the Territory.

·   Provide management for all administrative, financial, and technical matters.

·   Oversee the public listing process for CPCC including, identifying a suitable public company vehicle, ensuring complete regulatory compliance, listing on the OTC Market and registration of the shares for trading.

The License Agreement is subject to the laws of Ontario, Canada and the initial term is five years.

The fee structure is as follows.

Champion Toronto is pleased to provide the above described services to CPCC beginning December 1, 2012 through November 30, 2018. All fees are in U.S. funds. Taxes, if applicable, are additional. Monthly fees subject to change upon sixty (60) day written notice.

·   Upon signing of the Services Agreement;                                                                                                     $10,000

·   January 1, 2013;                                                                                                                                                  $10,000

·   Base payable the first of each month for the term of the agreement                                                          $10,000

·   In addition to the Base, an hourly rate;                                                                                                              $ 400

·   Bonuses for clinic acquisitions as follows.

-              $10,000 plus 50,000 shares for each clinic that is acquired

-              $50,000 plus 200,000 shares for every ten (10) clinics that are acquired

·   Reimbursement of direct expenses

We expect that we will enter into a more comprehensive Services Agreement with Champion Toronto at the same time as we enter into a more comprehensive License Agreement.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

Our authorized capital consists of 200,000,000 shares of common stock at a par value of $0.0001per share. We have no other authorized class of stock.

Capital Stock Issued and Outstanding

As of June 30, 2013, 5,000,000 shares of our common stock were issued and outstanding. On completion of the Exchange Agreement, an additional 40,000,000 shares of our common stock were issued to bring the total issued and outstanding to 45,000,0000 share of our common stock. Of these new shares, 31,500,000 were issued to Champion Toronto according to the terms of the Exchange Agreement. Effective October 18, 2013, concurrent with the completion of the Exchange Agreement, 8,500,000 of our common shares were issued to 12 individuals for past services rendered.

After completion of the Exchange Agreement, there were approximately 51 shareholders of record of our common stock. Some shares of our common stock are held in street or nominee name by brokers and other institutions on behalf of shareholders and we are unable to estimate the total number of share represented by these record holders.

As of the date of this report, we have no options or warrants outstanding to purchase any capital stock or securities convertible into capital stock.

38

Description of Common Stock

The holders of common stock are entitled to one vote per share. Our Articles of Incorporation do not provide for cumulative voting. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of legally available funds; however, the current policy of our Board of Directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stock Matters

No public market currently exists for shares of our common stock.  Following completion of this Offering, we intend to contact a market maker to file an application on our behalf to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

No shares of our common stock are subject to outstanding options or warrants to purchase, or securities convertible into own shares of common stock.  We have no plans currently to publicly offer any of our securities.

Dividends

Dividends may be declared and paid out of legally available funds at the discretion of our Board of Directors. We do not anticipate or contemplate paying dividends on our common stock in the foreseeable future. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of Directors. We currently intend to utilize all available funds to develop our business.

Securities Authorized for Issuance under Equity Compensation Plan

In 2012, we did not have a formal equity compensation plan in effect nor did we grant any equity-based compensation awards.

Transfer Agent and Registrar

The transfer agent for our common stock is Island Stock Transfer, 15500 Roosevelt Boulevard, Suite 301 

Clearwater, Florida 33760 and the telephone number is (727) 289-0010.

Indemnification of Officers and Directors

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify him or his against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov.

39

Item 3.02 Unregistered Sale of Equity Securities

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

On October 18, 2013, pursuant to the Exchange Agreement, we issued 31,500,000 shares of our common stock to Champion Toronto, which was the shareholder of CPCC, in exchange for all of the outstanding capital stock of CPCC. The issuance of our common stock to Champion Toronto was exempt from the registration requirements of the Securities Act pursuant to Section 492 for the offer and sale of securities not involving a public offering. These shares of our common stock have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

Effective October 18, 2013, concurrent with the completion of the Exchange Agreement, 8,500,000 of our common shares were issued to 12 individuals for past services rendered.

Item 5.01 Changes in Control of Registrant

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

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

On October 18, 2013, as of the closing of the Exchange Agreement and concurrent transactions set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference, Mr. Miguel Dotres resigned as our President, Secretary, Treasurer and Director. Terrance Owen, Jack Fishman and Emil Schiller were subsequently appointed as Directors and as a result became the sole members of our Board of Directors.

There are no family relationships between any of our directors, executive officers or other key personnel. There have been no transactions in which we have been involved in which any of our directors or officers had or will have a direct or indirect material interest other than the ownership of 31,500,000 of our shares by Champion, a company that also has appointed Messrs. Owen, Fishman and Schiller as directors and officers.

Item 8.01 Other events

Effective October 18, 2013, concurrent with the completion of the Exchange Agreement, 8,500,000 of our common shares were issued to 12 individuals for past services rendered.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The audited financial statements of CPCC, for the period from  the date of  its incorporation on January 31, 2013 to June 30, 2013 in including the notes to such financial statements, are incorporated herein by reference and attached as an exhibit hereto.

(b) Pro forma financial information

The accompanying pro forma combined balance sheet presents the accounts of OICCo as if the acquisition of CPCC occurred on June 30, 2013. The accompanying pro forma consolidated statements of expenses present the accounts of OICCo and CPCC for the six months ended June 30, 2013, and for the year ended December 31, 2012, as if the acquisition occurred on January 31, 2013, and January 1, 2012, for the purpose of the statements of expenses, respectively. For accounting purposes, the transaction is being accounted for as a recapitalization of OICCo because CPCC’s shareholder will own the majority of the shares and will exercise significant influence over the operating and financial policies of the consolidated entity and OICCo was a non-operating public shell prior to the acquisition. The pro forma financial statements are incorporated herein by reference and attached as an exhibit hereto.

40

(c) Shell company transactions

Reference is made to Item 9.01 (a) of this report and the exhibit referred to therein, which are incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Incorporation of OICCo Acquisition Inc. (Incorporated herein by reference to Exhibit 3.a to the Company’s Registration on Form S-1 (File No. 333-162084) filed on September 23, 2009)
3.2	Bylaws of OICCo. Acquisition Inc. (Incorporated herein by reference to Exhibit 3.b to the Company’s Registration on Form S-1 (File No. 333-162084) filed on September 23, 2009)
3.3	Bylaws of Immudyne, Inc. as currently in effect(Incorporated herein by reference to Exhibit 3.3 to the Company’s Registration on Form S-1 (File No. 333-184487) filed on October 18, 2012)
10.1	Exchange Agreement by and between OICco, Joshua G. Sisk and Liberty Electric dated September 6, 2011 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Post Effective Amendment on Form S-1 (File No. 333-162084) filed On November 30, 2011)
10.2	Addendum to Exchange Agreement by and between OICCo, Joshua G. Sisk and Liberty Electric dated September 7, 2011 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Post Effective Amendment on Form S-1 (File No. 333-162084) filed On November 30, 2011)
10.3	Exchange Agreement by and between OICCo and Imperial Automotive Group, Inc. dated October 14, 2011 (Incorporated herein by reference to Exhibit 10.3 to the Company’s Post Effective Amendment on Form S-1 (File No. 333-162084) filed On November 30, 2011)
10.4	Share Exchange Agreement and Plan of Reorganization by and between OICCo and Champion Pain Care Corp., dated May 25, 2013
10.5	License Agreement by and between Champion Pain Care Corp. (Toronto) and Champion Pain Care Corp. (Nevada) dated February 1, 2013
10.6	Services Agreement by and between Champion Pain Care Corp. (Toronto) and Champion Pain Care Corp. (Nevada) dated February 1, 2013
21.1	Subsidiaries of OICCo
99.1	Audited consolidated financial statements of Champion for the six months ended January 31, 2013
99.2	Unaudited pro forma financial statements of OICCo and Champion  as of June 30, 2013

41

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.

		OICCO ACQUISITION I, INC.
		(Registrant)
Date:	October 23, 2013	By:	/s/ Terrance Owen
		Name:	Terrance Owen
		Title:	Chief Executive Officer

EX-10.4

OICco Acquisition I, Inc. 8-K

Exhibit 10-4

SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION

This SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered into as of this 29th day of May, 2013 by and among, OICco Acquisition I, Inc., a Delaware corporation (“OICco”), Champion Pain Care Corp., a Nevada corporation (“CHAMPION”) and each of the shareholders listed on Schedule 1.01(b) hereto (the “CHAMPION Shareholders”).

RECITALS:

A.  The Boards of Directors of OICco and CHAMPION have determined that an acquisition of all of the issued and outstanding shares of capital stock of CHAMPION by OICco through a share exchange upon the terms and subject to the conditions set forth in this Agreement (the “Share Exchange”) would be in the best interests of OICco and CHAMPION, and the Boards of Directors of OICco and CHAMPION have each approved the Share Exchange, pursuant to which all of the right, title and interest in and to all of the issued and outstanding shares of capital stock of  CHAMPION (the “Ownership Interest”) will be exchanged for 31,500,000 shares of common stock of OICco (the “Exchange Shares”).

B. OICco and CHAMPION desire to make certain representations, warranties, covenants and agreements in connection with the Share Exchange and also to prescribe various conditions to the Share Exchange.

C. For federal income tax purposes, the parties intend that the Share Exchange shall qualify as reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I
THE SHARE EXCHANGE

1.01 Share Exchange.  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware Revised Statutes (“Delaware Statutes”), at the Closing (as hereinafter defined), the parties shall do the following:

(a) CHAMPION shall cause the CHAMPION Shareholders to convey, assign, and transfer the Ownership Interest to OICco by delivering to OICco executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer.  The Ownership Interest transferred to OICco at the Closing shall constitute at 100% of  the issued and outstanding shares of capital stock  of CHAMPION.

(b) As consideration for its acquisition of the Ownership Interest, OICco shall issue the Exchange Shares to the CHAMPION Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering share certificates to the CHAMPION Shareholders evidencing the Exchange Shares (the “Exchange Shares Certificates”).

1

(c) For federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of OICco or CHAMPION has taken or failed to take, and after the Effective Time (as defined below), OICco shall not take or fail to take, any action which reasonably could be expected to cause the Share Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.     

1.02 Effect of the Share Exchange.  The Share Exchange shall have the effects set forth in the applicable provisions of the Delaware Statutes.

1.03 Closing.  Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VII and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the Share Exchange (the “Closing”) will take place at 10:00AM Eastern Standard Time on the business day upon satisfaction of the conditions set forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article VI) (the “Closing Date”), at the offices of Newman & Morrison, 44 Wall Street (20th Floor), New York, NY 10005 unless another date, time or place is agreed to in writing by the parties hereto.  

1.04  Reorganization.

(a) As of the Closing, Gary Spaniak Sr., Gary Spaniak Jr.  and all other directors shall resign from the board of directors of OICco and  Jack Fishman, Terrance Owen and Emil Schiller shall be appointed as the directors of OICco until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with OICco’s  Articles of Incorporation and Bylaws.

(b) The nominees of CHAMPION shall, as of the Closing, be appointed as the officers of OICco until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with OICco’s Articles of Incorporation and Bylaws. As of the Closing, Gary Spaniak, Sr., Gary Spaniak Jr. and all other officers of the Company shall resign from all positions they hold as an officer of OICco.

(c) If at any time after the Closing, any party shall consider that any further deeds, assignments, conveyances, agreements, documents, instruments or assurances in law or any other things are necessary or desirable to vest, perfect, confirm or record in OICco the title to any property, rights, privileges, powers and franchises of CHAMPION by reason of, or as a result of, the Share Exchange, or otherwise to carry out the provisions of this Agreement, the remaining parties, as applicable, shall execute and deliver, upon request, any instruments or assurances, and do all other things necessary or proper to vest, perfect, confirm or record title to such property, rights, privileges, powers and franchises in OICco, and otherwise to carry out the provisions of this Agreement.

2

1.05  Cancellation and/or Surrender of OICco Common Stock. Simultaneous with the Closing of the Share Exchange, OICco shall, as a condition of Closing cause the cancellation and/or the surrender to OICco’s Treasury of a number of shares of common stock so that upon Closing, and after the issuance of 31,500,000 shares to the CHAMPION shareholders, the CHAMPION shareholders will own seventy (70%) percent of the issued and outstanding shares of OICco’s common stock.

1.04 Effective Time of Share Exchange.  As soon as practicable following the satisfaction or waiver of the conditions set forth in Article VI, the parties shall make all filings or recordings required under Delaware Statutes.  The Share Exchange shall become effective at such time as is permissible in accordance with Delaware Statutes (the “Effective Time”).  OICco and CHAMPION shall use reasonable efforts to have the Closing Date and the Effective Time to be the same day.

ARTICLE II
COMPLIANCE WITH APPLICABLE SECURITIES LAWS

2.01 Covenants, Representations and Warranties of the CHAMPION Shareholders.

(a) The shareholders of CHAMPION listed on Schedule 2.01(a)  acknowledge and agree that they are acquiring the Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended [the “Securities Act”]) directly or indirectly unless:

(i) the sale is to OICco;

(ii) the Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the seller has furnished to OICco an opinion of counsel to that effect or such other written opinion as may be reasonably required by OICco.

(b) The shareholders of CHAMPION acknowledge and agree that the certificates representing the Shares shall bear a restrictive legend, substantially in the following form:

“THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATEHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLESTATE SECURITIES LAWS, AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.”

3

(c)  The CHAMPION Shareholders represent and warrant that they:

(i) are not aware of any advertisement of any of the shares being issued hereunder; and

(ii) acknowledge and agree that OICco will refuse to register any transfer of the shares not made pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws.

(iii) acknowledge and agree to OICco making a notation on its records or giving instructions to the registrar and transfer agent of OICco in order to implement the restrictions on transfer set forth and described herein.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of CHAMPION.  Except as set forth in the disclosure schedule delivered by CHAMPION to OICco at the time of execution of this Agreement (the “CHAMPION Disclosure Schedule”), CHAMPION represents and warrants to OICco as follows:

(a) Organization, Standing and Power. CHAMPION is duly organized, validly existing and in good standing under the laws of the State of Nevada, and has the requisite power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  CHAMPION is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect (as defined in Section 9.02).

(b) Subsidiaries.Except as set forth in Schedule 3.01(b), CHAMPION does not own, directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.

4

(c) Corporate Documents. Schedule 3.01(c) sets forth a true and correct copy of a shareholder list setting forth all of CHAMPION’s shareholders with the number of shares owned by each such shareholder.

(d) Ownership Interest.  The Ownership Interest represents 100% of the issued and outstanding shares of capital stock of CHAMPION.  There are no outstanding bonds, debentures, notes or other indebtedness or other securities of CHAMPION.  There are no rights, commitments, agreements, arrangements or undertakings of any kind to which CHAMPION is a party or by which it is bound obligating CHAMPION to issue, deliver or sell, or cause to be issued, delivered or sold, additional ownership interests of CHAMPION or obligating CHAMPION to issue, grant, extend or enter into any such right, commitment, agreement, arrangement or undertaking.  There are no outstanding contractual obligations, commitments, understandings or arrangements of CHAMPION to repurchase, redeem or otherwise acquire or make any payment in respect of the ownership interests of CHAMPION.

(e) Capitalization of CHAMPION.  Champion is authorized to issue 75,000 shares of common stock, no par value of which 10,000shares are issued and outstanding. All of CHAMPION’S issued and outstanding shares have been duly authorized, are validly issued, fully paid and non-assessable, and are held by the CHAMPION Shareholders listed on the shareholder list attached as Schedule 2.01(a) hereto.

(f) Authority; Non-contravention.  CHAMPION and its shareholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by CHAMPION and its shareholders and the consummation by CHAMPION and its shareholders of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of CHAMPION.  This Agreement has been duly executed and when delivered by CHAMPION and its shareholders shall constitute a valid and binding obligation of CHAMPION and its shareholders, enforceable against CHAMPION and its shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of CHAMPION under, (i) the articles of incorporation or bylaws of CHAMPION, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to CHAMPION, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to CHAMPION, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to CHAMPION or could not prevent, hinder or materially delay the ability of CHAMPION to consummate the transactions contemplated by this Agreement.

5

(g) Governmental Authorization.  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any United States court, administrative agency or commission, or other federal, state or local government or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to CHAMPION in connection with the execution and delivery of this Agreement by CHAMPION or the consummation by CHAMPION of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

(h) Financial Statements.   

(i) CHAMPION  will deliver, prior to Closing,  a copy of its audited financial statements for the fiscal year ended December 31, 2012 (the “Balance Sheet Date”) and an unaudited financial statement through April 30, 2013. (collectively, the “Champion Financial Statements”).  The CHAMPION Financial Statements fairly present the financial condition of CHAMPION at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of CHAMPION, fixed or contingent, and of whatever nature.

(ii) Since the Balance Sheet Date, there will not have been any material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of CHAMPION, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God, public force or otherwise and no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operation or prospects, of CHAMPION except in the ordinary course of business.

(iii) Since the CHAMPION Balance Sheet Date, CHAMPION will not have suffered any damage, destruction or loss of physical property (whether or not covered by insurance) affecting its condition (financial or otherwise) or operations (present or prospective), nor has CHAMPION, except as disclosed in writing to OICco, issued, sold or otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any securities of CHAMPION and has not granted or agreed to grant any other right to subscribe for or to purchase any securities of CHAMPION or has incurred or agreed to incur any indebtedness for borrowed money.

6

(i) Absence of Certain Changes or Events.  Except as set forth on Schedule 3.01(i), since the CHAMPION Balance Sheet Date, CHAMPION has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:

(i) material adverse change with respect to CHAMPION including any amendments to its Articles of Incorporation and Bylaws;

(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.01 without prior consent of OICco;

(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of CHAMPION to consummate the transactions contemplated by this Agreement;

(iv) incurrence, assumption or guarantee by CHAMPION of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to OICco in writing;

(v) creation or other incurrence by CHAMPION of any lien on any asset other than in the ordinary course consistent with past practices;

(vi) transaction or commitment made, or any contract or agreement entered into, by CHAMPION relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by CHAMPION of any contract or other right, in either case, material to CHAMPION, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;

(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of CHAMPION, any activity or proceeding by a labor union or representative thereof to organize any employees of CHAMPION or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;

(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;

(ix) write-offs or write-downs of any assets of CHAMPION;

(x) creation, termination or amendment of, or waiver of any right under, any material contract of CHAMPION;

(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on CHAMPION;

(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to CHAMPION; or

7

(xiii) agreement or commitment to do any of the foregoing.

(j) Certain Fees.  Except as set forth on Schedule 3.01(j), no brokerage or finder’s fees or commissions are or will be payable by CHAMPION to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(k) Litigation; Labor Matters; Compliance with Laws.   

(i) There is no suit, action or proceeding or investigation pending or, to the knowledge of CHAMPION, threatened against or affecting CHAMPION or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to CHAMPION or prevent, hinder or materially delay the ability of CHAMPION to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against CHAMPION having, or which, insofar as reasonably could be foreseen by CHAMPION, in the future could have, any such effect.

(ii) CHAMPION is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to CHAMPION.

(iii) The conduct of the business of CHAMPION complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(l) Benefit Plans.  CHAMPION is not a party to any Benefit Plan under which CHAMPION currently has an obligation to provide benefits to any current or former employee, officer or director of CHAMPION.  As used herein, “Benefit Plan” shall mean any employee benefit plan, program, or arrangement of any kind, including any defined benefit or defined contribution plan, ownership plan with respect to any membership interest, executive compensation program or arrangement, bonus plan, incentive compensation plan or arrangement, profit sharing plan or arrangement, deferred compensation plan, agreement or arrangement, supplemental retirement plan or arrangement, vacation pay, sickness, disability, or death benefit plan (whether provided through insurance, on a funded or unfunded basis, or otherwise), medical or life insurance plan providing benefits to employees, retirees, or former employees or any of their dependents, survivors, or beneficiaries, severance pay, termination, salary continuation, or employee assistance plan.

8

(m) Tax Returns and Tax Payments.

(i) CHAMPION has timely filed with the appropriate taxing authorities all Tax Returns, as that term is hereinafter defined, required to be filed by it (taking into account all applicable extensions).  All such Tax Returns are true, correct and complete in all respects.  All Taxes, as that term is hereinafter defined, due and owing by CHAMPION have been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).  CHAMPION is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax.  No claim has ever been made in writing or otherwise addressed to CHAMPION by a taxing authority in a jurisdiction where CHAMPION does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  The unpaid Taxes of CHAMPION did not, as of the CHAMPION Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto).  Since the CHAMPION Balance Sheet Date, neither CHAMPION nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.  As of the Closing Date, the unpaid Taxes of CHAMPION and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of CHAMPION.

(ii) No material claim for unpaid Taxes has been made or become a lien against the property of CHAMPION or is being asserted against CHAMPION, no audit of any Tax Return of CHAMPION is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by CHAMPION and is currently in effect.  CHAMPION has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.  

(iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign.  As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

9

(n) Environmental Matters.  CHAMPION is in compliance with all Environmental Laws in all material respects.  CHAMPION has not received any written notice regarding any violation of any Environmental Laws, as that term is hereinafter defined, including any investigatory, remedial or corrective obligations.  CHAMPION holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on CHAMPION, and is in compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects.  No releases of Hazardous Materials, as that term is hereinafter defined, have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by CHAMPION or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to CHAMPION.  CHAMPION has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to CHAMPION.  CHAMPION has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on CHAMPION.  There are no past, pending or threatened claims under Environmental Laws against CHAMPION and CHAMPION is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against CHAMPION pursuant to Environmental Laws.  “Environmental Laws” means all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner to contamination, pollution or protection of human health or the environment, and similar state laws.  “Hazardous Material” means any toxic, radioactive, corrosive or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics, which in any event is regulated under any Environmental Law.

(o) Material Contract Defaults.  CHAMPION is not, or has not received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract, as that term is hereinafter defined; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default.  For purposes of this Agreement, a “Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which CHAMPION is a party (i) with expected receipts or expenditures in excess of $50,000, (ii) requiring CHAMPION to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $50,000 or more, including guarantees of such indebtedness, or (v) which, if breached by CHAMPION in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from CHAMPION or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(p) Accounts Receivable.  All of the accounts receivable of CHAMPION that are reflected on CHAMPION’s Financial Statements or the accounting records of CHAMPION as of the Closing (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for which adequate reserves have been established.  The Accounts Receivable are fully collectible to the extent not reserved for on the balance sheet on which they are shown.

10

(q) Properties.  CHAMPION has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by CHAMPION or acquired after the date thereof which are, individually or in the aggregate, material to CHAMPION’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever.  Any real property and facilities held under lease by CHAMPION is held by it under valid, subsisting and enforceable leases of which CHAMPION is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

(r) Intellectual Property.

(i) As used in this Agreement, the term “Trademarks” means trademarks, service marks, trade names, internet domain names, designs, slogans, and general intangibles of like nature; the term “Trade Secrets” means technology; trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models, and methodologies; the term “Intellectual Property” means patents, copyrights, Trademarks, applications for any of the foregoing, and Trade Secrets; the term “Company License Agreements” means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which CHAMPION is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

(ii) Except as set forth on Schedule 2.01(r)(ii), CHAMPION owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its respective businesses as now being conducted. To the knowledge of CHAMPION, none of CHAMPION’s Intellectual Property or License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against CHAMPION or its successors.

(s) Undisclosed Liabilities.  CHAMPION has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in CHAMPION Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 3.01(h).

(t) Full Disclosure.  All of the representations and warranties made by CHAMPION in this Agreement, and all statements set forth in the certificates delivered by CHAMPION at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.  The copies of all documents furnished by CHAMPION pursuant to the terms of this Agreement are complete and accurate copies of the original documents.  The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to OICco or its representatives by or on behalf of any of CHAMPION or its affiliates in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

11

3.02 Representations and Warranties of OICco.  As a material inducement for CHAMPION to enter into this Agreement and to consummate the transactions contemplated hereby, OICco hereby makes the following representations and warranties as of the date hereof and as of the Closing Date, each of which is relied upon by CHAMPION regardless of any investigation made or information obtained by CHAMPION (unless and to the extent specifically and expressly waived in writing by CHAMPION on or before the Closing Date):

(a) Organization, Standing and Corporate Power.  OICco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and carry on its business as now being conducted.  OICco is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a material adverse effect with respect to OICco.  

(b) Subsidiaries.  OICco owns Imperial Automotive Group, Inc. which Champion may, subsequent to the Closing, divest itself of.  OICco does not own directly or indirectly, any other equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.

(c) Capitalization of OICco.  As of the date of this Agreement, the authorized capital stock of OICco consists of 100,000,000 shares of OICco Common Stock, $0.0001 par value, of which 45,000,000 shares of OICco Common Stock are issued and outstanding.  There are no other shares of OICco capital stock issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise.  Except as set forth above, no shares of capital stock or other equity securities of OICco are issued, reserved for issuance or outstanding. All of the shares of common stock issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities.

12

(d) Corporate Authority; Non-contravention.  OICco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by OICco and the consummation by OICco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICco.  This Agreement has been duly executed and when delivered by OICco shall constitute a valid and binding obligation of OICco, enforceable against OICco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICco, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco or could not prevent, hinder or materially delay the ability of OICco to consummate the transactions contemplated by this Agreement.

(e) Affiliate Transactions. No officer, director or employee of OICco or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent of the stock of which is beneficially owned by any of such persons), has any agreement with OICco or any interest in any of their property of any nature, used in or pertaining to the business of OICco. None of the foregoing persons has any direct or indirect interest in any competitor, supplier or customer of OICco or in any person from whom or to whom OICco leases any property or transacts business of any nature.

(f) Government Authorization.  No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to OICco in connection with the execution and delivery of this Agreement by OICco, or the consummation by OICco of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Delaware Statutes, the Securities Act or the Exchange Act.

13

           (g) Financial Statements.  

(i) The consolidated financial statements of OICco included in the reports, schedules, forms, statements and other documents filed by OICco with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “OICco SEC Documents”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of OICco and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by OICco’s independent accountants).  Except as set forth in the OICco SEC Documents, at the date of the most recent audited financial statements of OICco included in the OICco SEC Documents, OICco has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to OICco.

(ii) Schedule 3.02(g)(ii) shall include the following financial information (collectively, the (“OICco Financial Information”):

(x)           audited balance sheet and statements of income, changes in stockholders’ equity and cash flow as of and for the fiscal years ended December 31, 2012 and December 31. 2011 for OICco; and

(y)           the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which OICco maintains safe deposit boxes or accounts of any nature and the names of all persons authorized to have access thereto, draw thereon or make withdrawals therefrom, as listed on Schedule 3.02 (g)(ii)(y).

The audited balance sheet dated as of December 31, 2012 of OICco shall be referred to as the “OICco Balance Sheet.” The OICco financial information presents fairly the financial condition of OICco as of such dates and the results of operations of OICco and its subsidiaries for such periods, in accordance with GAAP and are consistent with the books and records of OICco (which books and records are correct and complete).

(h) Events Subsequent to OICco Balance Sheet.  Since the date of the OICco Balance Sheet, there has not been, occurred or arisen, with respect to OICco:

(i)           any change or amendment in its Articles of Incorporation and/or Bylaws;

(ii)           any reclassification, split-up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;

(iii)         any direct or indirect redemption, purchase or acquisition by any person of any of its capital stock or of any interest in or right to acquire any such stock;

(iv)         any issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;

14

(v)            any declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;

(vi)           the organization of any subsidiary or the acquisition of any shares of capital stock by any person or any equity or ownership interest in any business;

(vii)         any damage, destruction or loss of any of its properties or assets whether or not covered by insurance;

(viii)        any sale, lease, transfer or assignment of any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;

(ix)           the execution of, or any other commitment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business;

(x)            any acceleration, termination, modification, or cancellation of any agreement, contract, lease or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which it is a party or by which it is bound;

(xi)           any security interest or encumbrance imposed upon any of its assets, tangible or intangible;

(xii)          any grant of any license or sublicense of any rights under or with respect to any OICco Intellectual Property;

(xiii)         any sale, assignment or transfer (including transfers to any employees, affiliates or shareholders) of any OICco Intellectual Property;

(xiv)         any capital expenditure (or series of related capital expenditures) involving more than $2,500 and outside the ordinary course of business;

(xv)          any capital investment in, any loan to, or any acquisition of the securities or assets of, any other person or entity (or series of related capital investments, loans and acquisitions) involving more than $2,500 and outside the ordinary course of business;

(xvi)         any issuance of any note, bond or other debt security, or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $2,500;

(xvii)        any delay or postponement of the payment of accounts payable or other liabilities;

15

(xviii)       any cancellation, compromise, waiver or release of any right or claim (or series of related rights and claims) involving more than $5,000 and outside the ordinary course of business;

(xix)           any loan to, or any entrance into any other transaction with, any of its directors, officers and employees either involving more than $500 individually or $2,500 in the aggregate;

(xx)           the adoption, amendment, modification or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract or commitment for the benefit of any of its directors, officers and employees (or taken away any such action with respect to any other Employee Benefit Plan);

(xxi)          any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(xxii)         any increase in the base compensation of any of its directors, officers and employees;

(xxiii)        any charitable or other capital contribution in excess of $2,500;

(xxiv)        any taking of other action or entrance into any other transaction other than in the ordinary course of business, or entrance into any transaction with any insider of OICco, except as disclosed in this Agreement and any disclosures schedules;

(xxv)         any other event or occurrence that may have or could reasonably be expected to have a material adverse effect on OICco (whether or not similar to any of the foregoing); or

(xxvi)        any agreement or commitment, whether in writing or otherwise, to do any of the foregoing.

(i) Certain Fees.  Except as set forth on Schedule 3.02(h), no brokerage or finder’s fees or commissions are or will be payable by OICco to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.

(j) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or investigation pending or, to the knowledge of OICco, threatened against or affecting OICco or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to OICco or prevent, hinder or materially delay the ability of OICco to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against OICco having, or which, insofar as reasonably could be foreseen by OICco, in the future could have, any such effect.

16

(ii) OICco is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to OICco.

(iii) The conduct of the business of OICco complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

(k) Benefit Plans.  OICco is not a party to any Benefit Plan under which OICco currently has an obligation to provide benefits to any current or former employee, officer or director of OICco.

(l) Certain Employee Payments.  OICco is not a party to any employment agreement which could result in the payment to any current, former or future director or employee of OICco of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee or director as a result of the transactions contemplated by this Agreement, whether or not (i) such payment, acceleration or provision would constitute a “parachute payment” (within the meaning of Section 280G of the Code), or (ii) some other subsequent action or event would be required to cause such payment, acceleration or provision to be triggered.

(m) Tax Returns and Tax Payments.

(i) OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions).  All such Tax Returns are true, correct and complete in all respects.  All Taxes due and owing by OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required).  OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax.  No claim has ever been made in writing or otherwise addressed to OICco by a taxing authority in a jurisdiction where OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.  The unpaid Taxes of OICco did not, as of the OICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto).  Since the OICco Balance Sheet Date, neither OICco nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice.  As of the Closing Date, the unpaid Taxes of OICco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of OICco.

17

(ii) No material claim for unpaid Taxes has been made or become a lien against the property of OICco or is being asserted against OICco; no audit of any Tax Return of OICco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by OICco and is currently in effect.  OICco has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.  

(n) Environmental Matters.  OICco is in compliance with all Environmental Laws in all material respects.  OICco holds all permits and authorizations required under applicable Environmental Laws, unless the failure to hold such permits and authorizations would not have a material adverse effect on OICco, and is compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects.  No releases of Hazardous Materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by OICco or any predecessor thereof and no Hazardous Materials are present in, on, about or migrating to or from any such property which could result in any liability to OICco.  OICco has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Material to any off-site location which could result in any liability to OICco.  OICco has no liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a material adverse effect on OICco.  There are no past, pending or threatened claims under Environmental Laws against OICco and OICco is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against OICco pursuant to Environmental Laws.

(o) Contracts. Schedule 3.02(o) sets forth a true, complete and accurate list of all written or oral contracts, understandings, agreements and other arrangements (including a brief description of all such oral arrangements) executed by an officer or duly authorized employee of OICco or to which OICco is a party either:

(i)           involving more than $2,500, or

(ii)           in the nature of a collective bargaining agreement, employment agreement, or severance agreement with any of its directors, officers and employees.

OICco has delivered or will, prior to Closing, deliver to CHAMPION a correct and complete copy of each Contract  listed in Schedule 3.02(o) (the “OICco Contracts”). Except as disclosed in Schedule 3.02(o): (i) OICco has fully complied with all material terms of the OICco Contracts; (ii) to the knowledge of OICco, other parties to the OICco Contracts have fully complied with the terms of the OICco Contracts; and (iii) there are no disputes or complaints with respect to nor has OICco received any notices (whether oral or in writing) that any other party to the OICco Contracts is terminating, intends to terminate or is considering terminating, any of the OICco Contracts listed or required to be listed in Schedule 3.02 (o).

18

(p) Material Contract Defaults.  Except as set forth on Schedule 3.02(p), OICco is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any OICco Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default.  For purposes of this Agreement, a “OICco Material Contract” means any contract, agreement or commitment that is effective as of the Closing Date to which OICco is a party (i) with expected receipts or expenditures in excess of $2,500, (ii) requiring OICco to indemnify any person, (iii) granting exclusive rights to any party, (iv) evidencing indebtedness for borrowed or loaned money in excess of $2,500 or more, including guarantees of such indebtedness, or (v) which, if breached by OICco in such a manner would (A) permit any other party to cancel or terminate the same (with or without notice of passage of time) or (B) provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from OICco or (C) give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

(q) Properties.  OICco has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible assets reflected in the latest balance sheet as being owned by OICco or acquired after the date thereof which are, individually or in the aggregate, material to OICco’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all material liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever.  Any real property and facilities held under lease by OICco are held by them under valid, subsisting and enforceable leases of which OICco is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect.

(r) Intellectual Property.  OICco owns or has valid rights to use the Trademarks, trade names, domain names, copyrights, patents, logos, licenses and computer software programs (including, without limitation, the source codes thereto) that are necessary for the conduct of its business as now being conducted.  All of OICco’s licenses to use software programs are current and have been paid for the appropriate number of users.  To the knowledge of OICco, none of OICco’s Intellectual Property or OICco License Agreements infringe upon the rights of any third party that may give rise to a cause of action or claim against OICco or its successors.

(s) SEC Reports and Financial Statements. Except as set forth on Schedule ____ hereto, since December 31, 2012, OICco has filed with the SEC all reports and other filings required to be filed by OICco in accordance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “OICco SEC Reports”). As of their respective dates, the OICco SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such OICco SEC Reports and, except to the extent that information contained in any OICco SEC Report has been revised or superseded by a later OICco SEC Report filed and publicly available prior to the date of this Agreement, none of the OICco SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of OICco included in OICco SEC Reports were prepared from and are in accordance with the accounting books and other financial records of OICco, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of OICco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the OICco SEC Reports, OICco has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business. The OICco SEC Reports accurately disclose (i) the terms and provisions of all stock option plans, (ii) transactions with Affiliates, and (iii) all material contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC.

19

(t) Board Determination.  The Board of Directors of OICco has unanimously determined that the terms of the Share Exchange are fair to and in the best interests of OICco and its stockholders.

(u) Required OICco Share Issuance Approval.  OICco represents that the issuance of the Exchange Shares to CHAMPION will be in compliance with the Delaware Statutes and the Bylaws of OICco as well as federal and state securities laws.

(v) Undisclosed Liabilities.  OICco has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the OICco SEC Documents incurred in the ordinary course of business.

(w) Full Disclosure.  All of the representations and warranties made by OICco in this Agreement, and all statements set forth in the certificates delivered by OICco at the Closing pursuant to this Agreement, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such representations, warranties or statements, in light of the circumstances under which they were made, misleading.  The copies of all documents furnished by OICco pursuant to the terms of this Agreement are complete and accurate copies of the original documents.  The schedules, certificates, and any and all other statements and information, whether furnished in written or electronic form, to CHAMPION or its representatives by or on behalf of OICco and the OICco Stockholders in connection with the negotiation of this Agreement and the transactions contemplated hereby do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(x) Powers of Attorney. There are no outstanding powers of attorney executed on behalf of OICco.

20

ARTICLE IV
COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO SHARE
EXCHANGE

4.01 Conduct of CHAMPION and OICco.  From the date of this Agreement and until the Effective Time, or until the prior termination of this Agreement, CHAMPION and OICco shall not, unless mutually agreed to in writing:

(a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of their respective assets or which will not be discharged in full prior to the Effective Time;

(b) sell, assign or otherwise transfer any of their assets, or cancel or compromise any debts or claims relating to their assets, other than for fair value, in the ordinary course of business, and consistent with past practice;

 (c) fail to use reasonable efforts to preserve intact their present business organizations, keep available the services of their employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Effective Time;

(d) except for matters related to complaints by former employees related to wages, suffer or permit any material adverse change to occur with respect to CHAMPION and OICco or their business or assets;

(e) make any material change with respect to their business in accounting or bookkeeping methods, principles or practices, except as required by GAAP.

4.02 Current Information.

(a) During the period from the date of this Agreement to the Closing, each Party hereto shall promptly notify each other Party of any (i) significant change in its ordinary course 0of business, (ii) proceeding (or communications indicating that the same may be contemplated), or the institution or threat or settlement of proceedings, in each case involving the Parties the outcome of which, if adversely determined, could reasonably be expected to have a material adverse effect on the Party, taken as a whole or (iii) event which such Party reasonably believes could be expected to have a material adverse effect on the ability of any party hereto to consummate the Share Exchange.

(b) During the period from the date of this Agreement to the Closing, OICco shall promptly notify CHAMPION of any correspondence received from the SEC and shall deliver a copy of such correspondence to CHAMPION within one (1) business day of receipt.

4.02 Material Transactions. Prior to the Closing, neither CHAMPION nor OICco will (other than (i) as contemplated by the terms of this Agreement and any related agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in any disclosure schedules, and (iii) transactions described on Schedule 4.02 which do not vary materially from the terms set forth on such Schedule 4.02, or in the ordinary course of business without first obtaining the written consent of the other parties hereto:

21

(a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property;

(b) amend its Articles of Incorporation or Bylaws or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person;

(c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock;

(d) directly redeem, purchase or otherwise acquire any of its common or other capital stock;

(e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize;

(f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees;

(g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan;

(h) prepay any debt in excess of Five Thousand Dollars ($5,000), borrow or agree to borrow any amount of funds except in the ordinary course of business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency;

(i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Five Thousand ($5,000) Dollars in the aggregate, except in the ordinary course of business;

22

(j) amend or modify any material contract;

(k)agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices);

(l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course of business or as otherwise disclosed herein;

(m) guarantee the obligation of any person, firm or corporation, except in the ordinary course of business;

(n) make any loan or advance in excess of Two Thousand Five Hundred ($2,500) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value;

(o) sell or otherwise dispose of any real property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course of business;

(p) commit any act or fail to do any act which will cause a breach of any contract and which will have a material adverse effect on its business, financial condition or earnings;

(q) violate any applicable law which violation might have a material adverse effect on such party;

(r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, in excess of Two Thousand ($2,500)Dollars per expenditure;

(s) except in the ordinary course of business, enter into any agreement or transaction with any of such party’s affiliates; or

(t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.

4.03 Additional OICco Covenants. As a condition of Closing, OICco makes the following covenants:

(a) OICco acknowledges that CHAMPION has advanced to OICco $40,775 (the “Advance”) to cover outstanding obligations of OICco including the payment of OICco professionals to enable OICco to become current in its filings with the Securities and Exchange Commission and to reduce other outstanding current liabilities set forth on Exhibit A hereto. The Advance will be reflected on the books and records of OICco as a loan (collectively, the “Loan Amount”).  OICco shall be obligated to repay the Loan Amount to Champion in the event the transaction contemplated by this Agreement does not close.

23

(b) Prior to Closing, OICco shall provide Champion with a stockholders’ list certified by the Company’s transfer agent which shall account for all of the issued and outstanding shares of capital stock of OICco with confirmation that all such shares, other than the shares  being retained by the OICco shareholders have been returned to OICco’s Treasury or in the alternative, cancelled.

(c) Prior to Closing, OICco shall be current in its filings with the SEC.

ARTICLE V
ADDITIONAL AGREEMENTS
 

5.01 Access to Information; Confidentiality.

(a) CHAMPION shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to OICco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to CHAMPION’s properties, books, contracts, commitments, personnel and records and, during such period, CHAMPION shall, and shall cause its officers, employees and representatives to, furnish promptly to OICco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.  For the purposes of determining the accuracy of the representations and warranties of OICco set forth herein and compliance by OICco of its obligations hereunder, during the period prior to the Effective Time, OICco shall provide CHAMPION and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable CHAMPION to confirm the accuracy of the representations and warranties of OICco set forth herein and compliance by OICco of its obligations hereunder, and, during such period, OICco shall, and shall cause its officers, employees and representatives to, furnish promptly to CHAMPION upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.  Except as required by law, each of CHAMPION and OICco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

(b) No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.

5.02 Best Efforts.  Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Share Exchange and the other transactions contemplated by this Agreement.  OICco and CHAMPION shall mutually cooperate in order to facilitate the achievement of the benefits reasonably anticipated from the Share Exchange.

24

5.03 Public Announcements.  OICco, on the one hand, and CHAMPION, on the other hand, will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law or court process.  The parties agree that the initial press release or releases to be issued with respect to the transactions contemplated by this Agreement shall be mutually agreed upon prior to the issuance thereof.

5.04 Expenses.  All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.

5.05 No Solicitation.  Except as previously agreed to in writing by the other party, neither CHAMPION nor OICco shall authorize or permit any of its officers, directors, agents, representatives, or advisors to (a) solicit, initiate or encourage or take any action to facilitate the submission of inquiries, proposals or offers from any person relating to any matter concerning any exchange, merger, consolidation, business combination, recapitalization or similar transaction involving CHAMPION or OICco, respectively, other than the transaction contemplated by this Agreement or any other transaction the consummation of which would or could reasonably be expected to impede, interfere with, prevent or delay the Share Exchange or which would or could be expected to dilute the benefits to either CHAMPION or OICco of the transactions contemplated hereby.  CHAMPION or OICco will immediately cease and cause to be terminated any existing activities, discussions and negotiations with any parties conducted heretofore with respect to any of the foregoing.

ARTICLE VI
CONDITIONS PRECEDENT

6.01 Conditions to Each Party’s Obligation to Effect the Share Exchange.  The obligation of each party to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) No Restraints.  No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Share Exchange shall have been issued by any court of competent jurisdiction or any other Governmental Entity having jurisdiction and shall remain in effect, and there shall not be any applicable legal requirement enacted, adopted or deemed applicable to the Share Exchange that makes consummation of the Share Exchange illegal.

(b) Governmental Approvals.  All authorizations, consents, orders, declarations or approvals of, or filings with, or terminations or expirations of waiting periods imposed by, any governmental entity having jurisdiction which the failure to obtain, make or occur would have a material adverse effect on OICco or CHAMPION shall have been obtained, made or occurred.

25

(c) No Litigation.  There shall not be pending or threatened any suit, action or proceeding before any court, Governmental Entity or authority (i) pertaining to the transactions contemplated by this Agreement or (ii) seeking to prohibit or limit the ownership or operation by CHAMPION, OICco or any of its subsidiaries, or to dispose of or hold separate any material portion of the business or assets of CHAMPION or OICco.

6.02 Conditions Precedent to Obligations of OICco.  The obligation of OICco to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants.  The representations and warranties of CHAMPION in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) CHAMPION shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by each of them prior to the Effective Time.

(b) Consents.  OICco shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c) No Material Adverse Change.  There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of CHAMPION that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on CHAMPION.

(d) Delivery of the Assignment of Ownership Interest.  CHAMPION shall have delivered the share certificates to OICco on the Closing Date.

(e) Audited Financial Statements.  OICco shall have received from CHAMPION, audited Financial Statements and proforma financial statements as required to be filed by OICco pursuant to the Exchange Act.

(f) Due Diligence Investigation.  OICco shall be reasonably satisfied with the results of its due diligence investigation of CHAMPION in its sole and absolute discretion.

6.03 Conditions Precedent to Obligation of CHAMPION.  The obligation of CHAMPION to effect the Share Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

26

(a) Representations, Warranties and Covenants.  The representations and warranties of OICco in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or material adverse effect, which representations and warranties as so qualified shall be true and correct in all respects) both when made and on and as of the Closing Date, and (ii) OICco shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it prior to the Effective Time.

(b) Consents.  CHAMPION shall have received evidence, in form and substance reasonably satisfactory to it, that such licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and other third parties as necessary in connection with the transactions contemplated hereby have been obtained.

(c) No Material Adverse Change.  There shall not have occurred any change in the business, condition (financial or otherwise), results of operations or assets (including intangible assets) and properties of OICco that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on OICco.

(d) Board Resolutions.  CHAMPION and CHAMPION shall have received resolutions duly adopted by OICco’s board of directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

(e) Resignations. OICco shall have delivered to CHAMPION the resignation of Gary Spaniak, Sr. and Gary Spaniak, Jr. and all other officers and directors, if any, from all positions as officers and directors of OICco.

(f) OICco shall have delivered to CHAMPION resolutions as to the appointment of the three (3) new directors set forth in Section 1.04(a) of this Agreement.;

(g) OICco shall deliver to each of the shareholders of CHAMPION a certificate evidencing ownership of the Shares described in Section 1.03(b) hereof.

(h) OICco shall deliver to CHAMPION evidence of the cancellation and/or surrender of shares sufficient to assure the CHAMPION shareholders that upon Closing, they will own seventy (70%) percent of the issued and outstanding shares of common stock of OICco as set forth in Section 1.05 hereof;;

(i) As of the Closing Date, OICco shall not have any debts or liabilities and shall not have any liens recorded against its properties or assets.

(j) Cash on Hand.  OICco, at closing, shall have $0.00 cash on hand.

27

(k) Current Report.  OICco shall have prepared for filing a Form 8-K to be filed within four (4) business days of the Closing Date containing the required information relating to the Share Exchange.

(l) Due Diligence Investigation.  CHAMPION shall be reasonably satisfied with the results of its due diligence investigation of OICco in its sole and absolute discretion.

ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER

7.01 Termination.  This Agreement may be terminated and abandoned at any time prior to the Effective Time of the Share Exchange:

(a) by mutual written consent of OICco and CHAMPION;

(b) by either OICco or CHAMPION if any Governmental Entity shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable;

(c) by either OICco or CHAMPION if the Share Exchange shall not have been consummated on or before June 30, 2013 (other than as a result of the failure of the party seeking to terminate this Agreement to perform its obligations under this Agreement required to be performed at or prior to the Effective Time).

(d) by OICco, if a material adverse change shall have occurred relative to CHAMPION (and not curable within thirty (30) days);

(e) by CHAMPION if a material adverse change shall have occurred relative to OICco (and not curable within thirty (30) days);

(f) by OICco, if CHAMPION willfully fails to perform in any material respect any of its material obligations under this Agreement; or

(g) by CHAMPION, if OICco willfully fails to perform in any material respect any of its obligations under this Agreement.

7.02 Effect of Termination.  In the event of termination of this Agreement by either CHAMPION or OICco as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of OICco or CHAMPION, other than the provisions of the last sentence of Section 4.02(a) and this Section 7.02.  Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement.

28

7.03 Amendment.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties upon approval by the party, if such party is an individual, and upon approval of the Board of Director of OICco and of CHAMPION.

7.04 Extension; Waiver.  Subject to Section 7.01(c), at any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, or (c) waive compliance with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

7.05 Return of Documents.  In the event of termination of this Agreement for any reason, OICco and CHAMPION will return to the other party all of the other party’s documents, work papers, and other materials (including copies) relating to the transactions contemplated in this Agreement, whether obtained before or after execution of this Agreement.  OICco and CHAMPION will not use any information so obtained from the other party for any purpose and will take all reasonable steps to have such other party’s information kept confidential.

ARTICLE VIII
INDEMNIFICATION AND RELATED MATTERS

8.01 Survival of Representations and Warranties.  The representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement, including any disclosure schedule, shall survive until twelve (12) months after the Effective Time (except for with respect to Taxes, which shall survive for the applicable statute of limitations plus 90 days, and covenants that by their terms survive for a longer period). The right to any remedy based upon such representations and warranties shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of any such representation or warranty.

8.02 Indemnification.

(a) OICco shall indemnify and hold CHAMPION harmless for, from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) (collectively, “Losses”) to which OICco may become subject resulting from or arising out of any breach of a representation, warranty or covenant made by OICco as set forth herein.

29

(b) CHAMPION shall indemnify and hold OICco and OICco’s officers and directors (“OICco’s Representatives”) harmless for, from and against any and all Losses to which OICco or OICco’s Representatives may become subject resulting from or arising out of (1) any breach of a representation, warranty or covenant made by CHAMPION as set forth herein; or (2) any and all liabilities arising out of or in connection with: (A) any of the assets of CHAMPION prior to the Closing; or (B) the operations of CHAMPION prior to the Closing.

8.03 Notice of Indemnification.  Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article VIII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith.  The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VIII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party.  Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VIII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee.  In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense.  In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VIII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim.  An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VIII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party.  If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

30

ARTICLE IX
GENERAL PROVISIONS

9.01 Notices.  Any and all notices and other communications hereunder shall be in writing and shall be deemed duly given to the party to whom the same is so delivered, sent or mailed at addresses and contact information set forth below (or at such other address for a party as shall be specified by like notice.)  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be deemed given and effective on the earliest of: (a) on the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (Pacific Standard Time) on a business day, (b) on the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Pacific Standard Time) on any business day, (c) on the second business day following the date of mailing, if sent by a nationally recognized overnight courier service, or (d) if by personal delivery, upon actual receipt by the party to whom such notice is required to be given.

If to OICco:

Gary Spaniak, Sr., CEO

OICco Acquisition I, Inc.

4412 8th Street SW

Vero Beach, Florida 32968

Tel:

Fax:

If to CHAMPION:

Terrance Owen, Secretary

Champion Pain Care Corp.

1518 – 1030 West Georgia Street

Vancouver, BC, Canada V6E 2Y3

Tel: 604-689-8383

Fax: 604-689-1289

E-mail: owen.terrance@gmail.com

with a copy to :

Newman & Morrison LLP

44 Wall Street, 20th Floor

New York, NY 10005

Attention: Gerald A. Adler, Esq.

Tel: (212) 248-1001

Fax:(212) 232-0386

(which copy shall not constitute notice)

31

9.02 Definitions.  For purposes of this Agreement:

(a) an “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person;

(b) “material adverse change” or “material adverse effect” means, when used in connection with CHAMPION or OICco, any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of such party and its subsidiaries taken as a whole (after giving effect in the case of OICco to the consummation of the Share Exchange);

(c) “person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity; and (d)  a “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of Directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first person.

9.03 Interpretation.  When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

9.04 Entire Agreement; No Third-Party Beneficiaries.  This Agreement and the other agreements referred to herein constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.  This Agreement is not intended to confer upon any person other than the parties any rights or remedies.

9.05 Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

9.06 Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

32

9.07 Enforcement.  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.  In addition, each of the parties hereto (a) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court, and (b) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any state court other than such court.

9.08 Severability.  Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

9.09 Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.  This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto shall re-execute original forms hereof and deliver them in person to all other parties.  No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

9.10 Attorneys Fees.In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party or parties shall be entitled to recover from the other party or parties upon final judgment on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing such suit or proceeding.

9.11 Currency.  All references to currency in this Agreement shall refer to the lawful currency of the United States of America.

[Signature Page Follows]

33

IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.

OICco Acquisition I, Inc.

By:/s/ Gary Spaniak

      Gary Spaniak, Sr.

      CEO

Champion Pain Care Corp.

By:/s/ Terrance Owen

       Terrance Owen

       Secretary

34

EXHIBIT A

______________________________________________________________________________

1.              ACTION STOCK TRANSFER CORP.

 2469 E FORT UNION BLVD

SUITE 214

SALT LAKE CITY, UT 84121

$4225.00

2.             MALONE & BAILEY LLP

10350 RICHMOND AVE SUITE 800

HOUSTON, TX 77042

$2500.00

3.             SAM S. KAN, CPA, M.S. in TAXATION

SAM KAN &CO

1151 HARBOUR BAY PKWY SUITE 202

ALAMEDA, CA 94502

$2000.00

4.             HAROLD P. GEWERTER ESQ. LTD

5536 S. FT. APACHE #102

LAS VEGAS, NV 89148

$2000.00

5.             CONNIED INC

7522 WILES RD  SUITE 212A

CORAL SPRINGS, FL 33067

$30,000.00

35

EX-10.5

OICco Acquisition I, Inc. 8-K

Exhibit 10.5

LICENSE AGREEMENT

LICENSE AGREEMENT dated as of February 1, 2013, between Champion Care Corp. (“Licensor”), a corporation incorporated under the laws of Ontario, Canada having its principal place of business at 307-208 Evans Avenue, Toronto, Ontario, Canada M8Z 1J7 and Champion Pain Care Corp. (“Licensee”), a Nevada corporation having its principal place of business at 123 West Nye Lane, Suite 129, Carson City, Nevada 89706.

WITNESSETH:

WHEREAS, Licensor is the owner of a proprietary pain management system known as the Champion Pain Care Protocol (the “Protocol”); and

WHEREAS, Licensee is a wholly owned subsidiary of Licensor and after the closing of the transaction contemplated by the Exchange Agreement, as that term is hereinafter defined, will be a majority owned subsidiary of the Licensor; and

WHEREAS, Licensee wishes to license from Licensor all of Licensor’s right, title and interest in and to the Protocol upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

- 1 -

1. Grant of Exclusive License. Upon the terms and subject to the conditions hereinafter set forth, Licensor hereby grants to Licensee, for the term of this Agreement, the exclusive right to use the Protocol in the Territory and for the Permitted Uses, as those terms are hereinafter defined. For the purposes of this Agreement, the “Territory” shall mean the United Sates and the “Permitted Uses” shall mean any use of the Licensor know how and any of its trademarks (the “Licensor Marks”). Consistent with the aforesaid grant, Licensee shall have the right to (i) enter into licensing, joint venture and acquisition agreements with clinics that provide pain management services under the direction of physicians who are properly licensed to practice medicine and qualified to treat patients using the Protocol in the Territory; (ii) establish pharmacies that will be within or associated with clinics acquired by Licensor as permitted by the regulations enforced by the applicable governments within the Territory;  and (iii) take such steps that are deemed necessary to develop the business of pain management in the Territory.

2. Term. The license granted by this Agreement shall be for 5 years with automatic renewals for new 5 year terms unless this Agreement is otherwise terminated.

3. No Assumption or Payment of Liabilities.  Licensee shall not assume, or have any liability or responsibility for any trade or other account payable of Licensor or any other liability or obligation of Licensor.

4. Royalties. Licensor shall be entitled to a royalty of 10% of all Net Sales in the Territory. For the purposes of this Agreement, “Net Sales” shall mean the amount of sales generated after the deduction of refunds, discounts, rebates and other reductions.

5. Cooperation.  From and after the date hereof, either party hereto will, at the request of the other party hereto, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments and other documents, and perform or cause to be performed such acts, as may reasonably be required to evidence or effectuate the transaction contemplated by this Agreement. In addition, each party hereto, upon the reasonable request of the other party hereto, shall make available to the other party hereto, for inspection and/or copying, such books and records as may reasonably be required in connection with the filing of tax returns, compliance with other governmental laws, rules or regulations or any other reasonable purpose.

- 2 -

6.           Representations and Warranties of Licensor and Licensee.

6.1.           Licensor hereby represents and warrants to Licensee as follows:

(a)  Organization, Good Standing and Corporate Power and Authority of Licensor.  Licensor is a corporation duly organized, validly existing and in good standing under the laws of Ontario, Canada and has the corporate power and authority to enter into this Agreement and to perform the obligations required of it under this Agreement. Licensor has all requisite power and authority, and all licenses, franchises, permits and authorizations, necessary to carry on its business as presently conducted and to own, lease and operate the assets, property and business owned, leased and operated by it.

(b) Effective Agreement of Licensor.

(i) Due Authorization. The execution and delivery by Licensor of this Agreement and the consummation by Licensor of the transaction contemplated hereby have been duly authorized by all necessary corporate action of Licensor, and this Agreement constitutes, and any other agreements or instruments executed and delivered by Licensor prior to or contemporaneously with the execution and delivery of this Agreement, when executed and delivered by Licensor, will constitute, legal, valid and binding obligations of Licensor, enforceable against Licensor in accordance with their respective terms.

(ii) Right to Enter Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (x) violate any provision of the articles of incorporation or by­laws of Licensor, as amended to date, (y) with or without the giving of notice and/or the passage of time, violate, conflict with, result in the breach or termination of, constitute a default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets or property of Licensor pursuant to, any contract, agreement, lease or commitment to which Licensor is a party or by which Licensor or any of its assets or property may be bound, or (z) violate any judgment, decree, order, statute, rule or governmental regulation applicable to Licensor or any of its assets, property or business.

- 3 -

(iii) Third Party Consents. No consent, approval, qualification, order or authorization of, or filing with, any governmental authority, including any court, or other third party is required in connection with Licensor’s valid execution, delivery or performance of this Agreement or the consummation of any transaction contemplated hereby.

(iv)   Undisclosed Liabilities. As of and from and after the execution and delivery of this Agreement, Licensee will not be liable, obligated for or otherwise responsible for (a) any liability or obligation of Licensor, whether accrued, absolute, contingent, contractual or otherwise and whether or not incurred in the ordinary course of Licensor’s business, which existed prior to the execution and delivery of this Agreement, (b) any other expense, liability or obligation of Licensor relating to a claim of a third party based upon an event which occurred prior to the execution and delivery of this Agreement, or (c) any expense, liability or obligation owed by Licensor to its shareholders or any director or officer of Licensor, or any of their affiliated entities or related persons.

(v) Litigation. There are no actions, suits, proceedings, judgments or decrees pending or, to the knowledge of Licensor, threatened involving Licensor or its business. There are no judgments, orders or decrees outstanding against Licensor. Licensor has no knowledge of any pending or threatened proceeding or condition which would, in any manner, impair or curtail the ability of Licensee to obtain the benefit of the license granted hereunder.

- 4 -

(vi) Ownership Rights of Licensor. The Protocol and Licensor Marks are owned by Licensor and may be so used by Licensee without payment to, infringement claim from or other legal interference from, any third party, and there has been no assignment, license or other authorization given to any third party to use the Protocol and Licensor Marks. To the best of its knowledge, Licensor has the right to use the Protocol and Licensor Marks without infringement on the rights of any other person or entity.

6.2.         Licensee hereby represents and warrants to Licensor as follows:

(a)           Organization, Good Standing and Corporate Power and Authority of Licensee. Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the power and authority to enter into this Agreement and to perform the obligations required of it under this Agreement.

(b)           Effective Agreement of Licensee.

(i) Due Authorization. The execution and delivery by Licensee of this Agreement and the consummation by Licensee of the transaction contemplated hereby have been duly authorized by all necessary action of Licensee, and this Agreement constitutes, and any other agreements or instruments executed and delivered by Licensee prior to or contemporaneously with the execution and delivery of this Agreement, when executed and delivered by Licensee, will constitute, legal, valid and binding obligations of Licensee, enforceable against Licensee in accordance with their respective terms.

(ii) Right to Enter Agreement. Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will (x) violate any provision of the articles of organization or by-laws of Licensee (y) with or without the giving of notice and/or the passage of time, violate, conflict with, result in the breach or termination of, constitute a default under or result in the creation of any material lien, charge or encumbrance upon any of the assets or property of Licensee pursuant to, any contract, agreement, lease or commitment to which Licensee is a party or by which Licensee or any of its assets or property may be bound or (z) violate any judgment, decree, order, statute, rule or governmental regulation applicable to Licensee or any of its assets, property or business.

- 5 -

(iii)  Third Party Consents. No consent, approval, qualification, order or authorization of, or filing with, any governmental authority, including any court, or other third party is required in connection with Licensee’s valid execution, delivery or performance of this Agreement or the consummation of any transaction contemplated hereby or thereby.

(iv) Litigation. There are no actions, suits, proceedings, judgments or decrees pending or, to the knowledge of Licensee, threatened against or affecting Licensee which could prevent or interfere with the consummation of the transaction contemplated hereby.

6.3. Survival of Representations and Warranties. The representations and warranties made by Licensor and Licensee in this Agreement or in any instrument or other document delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement.

Any claim by Licensor or Licensee based upon a breach of a representation or warranty shall be in writing and be asserted prior to the expiration of the survival period. Nothing contained in this Section 6.3 with respect to the survival of representations arid warranties shall affect in any way the obligations of the parties hereto that are to be performed, in whole or in part, after the execution and delivery of this Agreement.

- 6 -

7. Covenants of Licensee.

(a) New License Agreement. Upon the acquisition of Licensee by OICco Acquisition Corp. (“OICco) pursuant to a Share Exchange Agreement dated  May 29, 2013 (the “Exchange Agreement”), Licensor, as majority shareholder of Licensee, agrees to cause the Board of Directors of Licensee to enter into a new license agreement containing standard representations and warranties as to royalties, remedies, termination terms provisions for non-competition, non-solicitation, non-disclosure, ownership of developments, discoveries and new Intellectual Property, etc.

(b) Change of Name of OICco. Upon the closing of the transaction contemplated by the Exchange Agreement, Licensor shall cause the name of OICco to be changed to Champion Pain Care Corp.

(c) Reversion of Rights. In the event the acquisition of Licensee by OICco does not occur, for any reason, all of the licensed rights to the Protocol shall revert back to Licensor and all rights under this Agreement shall be null and void.

8.     Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transaction contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof No representation, promise or statement of intention has been made by any party hereto which is not embodied in this Agreement or other documents delivered pursuant hereto or in connection with the transaction contemplated hereby, and no party hereto shall be bound by or liable for any alleged representation, promise or statement of intention not set forth herein or therein.

- 7 -

9.      Amendment: Waiver. Except as otherwise expressly provided herein, this Agreement may be amended, modified, superseded or cancelled, and any of the terms, representations, warranties, covenants or conditions hereto may be waived, only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party hereto waiving compliance.

10.   Parties in Interest. All the terms, representations, warranties, covenants and conditions contained in this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties hereto and their respective successors and assigns.

11.   Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario. Any action concerning, relating to or involving this Agreement, or the other agreements or instruments entered into or delivered pursuant to this Agreement, shall be brought in the Ontario Superior Court of Justice or any provincial court in said district, and the parties hereby consent to the jurisdiction and venue of such courts for such purpose.

12.   Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

13.    Limitations on Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby.

- 8 -

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

CHAMPION CARE CORP.

Per:

/s/ Jack Fishman

_____________________

Jack Fishman, President

CHAMPION PAIN CARE CORP.

Per:

/s/ Terrance Owen

_____________________

Terrance Owen, CEO

- 9 -

EX-10.6

OICco Acquisition I, Inc. 8-K

Exhibit 10.6

February 1, 2013

Services Agreement

BETWEEN:

Champion Care Corp. (“CCC”)

307 - 208 Evans Avenue

Toronto, Ontario, Canada M8Z 1J7

and

Champion Pain Care Corp. (“CPCC”)

123 West Nye Lane, Suite 129

Carson City, Nevada 89706.

Dear Dr Owen,

Our combined efforts will solidify a strong and viable market position for Champion Pain Care Corp. This entails a disciplined process of executing core elements of the brand that distinctly impacts on your customers’ perception. We will work closely with you and your team to develop and finalize strategies and implement tactics to achieve your objectives.

In effect, Champion Care Corp. is your team of business building, management and marketing strategists and we will help you manage the execution process throughout the term of this Agreement.  Champion Pain Care Corp. has our total commitment to being a strategic partner that will do what it takes to help you achieve your goals.

THEREFORE, CCC and CPCC agree to the following:

1. Services

Scope of Services will be provided for two primary categories;

-   the Unit Level;

-   the Corporate Level.

As an outsourced solution for CPCC, a fast growth company. CCC’s role will embrace many facets and we will be responsive to the growing needs of CPCC. The following is a list of services but e will not be limited to;

(A) CCC will provide training for the Protocol for all of the United States (“the Territory”).

To be provided through pain management services under the direction of health care practitioners who are properly licensed to practice medicine and qualified to treat patients using the Protocol in the Territory.

(B) Establish ‘clinical excellence’  that will be within or associated with the clinics acquired by CPCC as permitted by the regulations enforced by the applicable governments within the Territory

(C) Take any other actions that are required to develop the business of pain management in the Territory.

(D) Marketing

-   Web site

-   Social media

-   New clinic acquisitions

(E) Management

-   Administrative

-   Financial (sourcing and working with booking and accountant)

(F) PubCo

-   Identify a market vehicle

-   Trading

-   Assist in meeting regulatory requirements (to include but not be limited to: meeting and working with lawyers, etc)

2. Effective Date and Tentative Schedule

The strength of the alliance will be found in our focus on strategic (not simply tactical) business building disciplines to ensure that the plans are fundamentally sound as well as realistic.  The relationship as described in this Agreement will provide comprehensive, detailed and success-oriented business-building activities for a five (5) year term and is effective from December 1, 2012.

3. Fees

Champion Care Corp. is pleased to provide the above described services to CPCC beginning December 1, 2012 through November 30, 2018. All fees are in U.S. funds. Taxes, if applicable, are additional. Monthly fees subject to change upon sixty (60) day written notice.

Upon signing of this agreement;	$10,000
January 1, 2013;	$10,000
Base payable the first of each month
of sixty (60) monthly retainer payments;	$10,000
In addition to the ‘Base’
An hourly rate;	$ 400

Bonuses for clinic acquisitions as follows.

-          $10,000 plus 50,000 shares for each clinic that is acquired

-          $50,000 plus 200,000 shares for every ten (10) clinics that are acquired’

Ongoing Monthly Services fees (Base and Hourly) are payable upon receipt of invoice.

4. Expenses

Expenses related to administering such services will be invoiced at cost as they are incurred (legal, public structure requirements, accountants, research, travel, phone, faxing etc.) All travel arrangements will be approved and paid for by Champion Pain Care Corp. in advance of the actual travel dates. No expense of significance will be committed to by Champion Care Corp. without prior approval and Champion Care Corp. will at all times strive to minimize expenses incurred on the client’s behalf.

5. Jurisdiction

This Agreement shall be interpreted and construed under the laws of the Province of Ontario, Canada.

6. Assignment

In the event that CCC enters into any form of corporate restructuring, such as, but not limited to, the sale or purchase of assets, merger, joint venture, initial public offering or any other transaction that involves a third party taking control of CCC, CCC reserves the right to assign this Agreement in whole or part to that third party.

7. Non-Disclosure

The terms and provisions contained in this Agreement shall not be disclosed to any third party unless that third party is bound by a non-disclosure agreement with the disclosing party or by a professional code of conduct not to disclose confidential information provided to such a third party by its clients.

This proposal is agreed to in its entirety by:

/s/ Jack Fishman

_____________________________________                                         February 1, 2013

Per:  Jack Fishman                                                                                              Date

President, Champion Care Corp.

/s/ Terrance Owen

_____________________________________                                         February 1, 2013

Per:  Dr Terrance Owen                                                                                     Date

CEO, Champion Pain Care Corp.

EX-99.1

OICco Acquisition I, Inc. 8-K

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Champion Pain Care Corp.

New York, NY

(A Development Stage Company)

We have audited the accompanying balance sheet of Champion Pain Care Corp. (a development stage company) (the “Company”) as of June 30,  2013 and the related statements of expenses, changes in stockholders’ deficit and cash flows for the period from January 31, 2013 (inception) through June 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2013, and the results of its operations and its cash flows for the period from inception through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a net loss from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malone−bailey.com

Houston, Texas

October 23, 2013

1

CHAMPION PAIN CARE CORP.

(A DEVELOPMENT STAGE COMPANY)

Balance Sheet

 June 30, 2013

ASSETS
Current assets
Cash	$	100
Total current assets		100
Total assets	$	100
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	4,825
Related party payables - Note 3		202,795
Total current liabilities		207,620
Stockholders' deficit
Common stock, No Par Value, 75,000 shares authorized;		—
None issued and outstanding
Additional paid in capital		100
Deficit accumulated during the development stage		(207,620	)
Total stockholders' deficit		(207,520	)
Total liabilities and stockholders' deficit	$	100
The accompanying notes are an integral part of these financial statements

2

CHAMPION PAIN CARE CORP.

(A DEVELOPMENT STAGE COMPANY)

Statements of Expenses

For the period from January 31, 2013 (the inception) through June 30, 2013

Operating expenses
Professional fees		4,825
General and administrative - Note 3		202,795
Total operating expenses		207,620
Net loss	$	207,620

The accompanying notes are an integral part of these financial statements

3

CHAMPION PAIN CARE CORP.

(A DEVELOPMENT STAGE COMPANY)

Statement of Cash Flows

For the period from January 31, 2013 (the inception) through June 30, 2013

Cash flows from operating activities
Net loss	$	(207,620	)
Changes in operating liabilities:
Accounts payable		4,825
Accounts Payable - Related  Party		202,795
Net cash used in operating activities		—
Cash flows from financing activities
Capital contribution		100
Net cash provided by financing activities		100
Net change in cash		100
Cash at beginning of period		—
Cash at end of period	$	100
Supplemental cash flow information
Cash paid for interest	$	—
Cash paid for income taxes	$	—
The accompanying notes are an integral part of these financial statements

4

CHAMPION PAIN CARE CORP.

(A DEVELOPMENT STAGE COMPANY)

Statement of Changes In Stockholders' Deficit

For the period from January 31, 2013 (the inception) through June 30, 2013

	Additional
	Paid in		Accumulated
	Capital		Deficit			Total
Balance January 31, 2013 (Inception)	$	—	$	—		$	—
Capital contribution		100		—			100
Net loss, period ended June 30, 2013		—		(207,620	)		(207,620	)
Balance June 30, 2013	$	100	$	(207,620	)	$	(207,520	)
The accompanying notes are an integral part of these financial statements

5

CHAMPION PAIN CARE CORP.

Notes to Financial Statements

June 30, 2013

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization

Champion Pain Care Corp. (“the Company, CPCC”) was incorporated on January 31, 2013.  The Company has the US license to a proprietary pain management protocol (the “Protocol”), which has been developed by the Company’s principal shareholder, Champion Care Corp. of Toronto, Canada. The Company plans to acquire private clinics that specialize in the treatment and management of chronic pain and to implement The Protocol in the acquired clinics throughout the United States.

Basis of Presentation

The accompanying financial statements of Champion Pain Care Corp. have been prepared by the Company in accordance with accounting principles generally accepted in the United States.

Development-Stage Company

The accompanying financial statements have been prepared in accordance with Financial Accounting Standards Board’s Accounting Standard Codification (FASB ASC) 915-205 “Development-Stage Enterprises". A development-stage enterprise is one in which planned principal operations has not commenced or if its operations has commenced, there has been no significant revenue there from. Development-stage companies report cumulative costs from the enterprise’s inception.

Use of Estimates

The preparation of these financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to recoverability of long-lived assets, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, and related party payables. The Company believes that the recorded values of all of other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Income Taxes

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

6

No liability for unrecognized tax benefits was recorded as of June 30, 2013

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party..

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock warrants and options, using treasury stock method, and convertible preferred stock using the if-converted method. There is no potential dilutive security as of June 30, 2013.

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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 PAYABLES

As of June 30, 2013, the Company has payable of $202,795 to Champion Care Corp. of Toronto Canada for unpaid consulting fees and other general and administrative expenses.

7

NOTE 4 - INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

From inception through June 30, 2013, the Company incurred a net loss, and, therefore, had no tax liability. The net deferred asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry forward is approximately $207,620 as of June 30, 2013 and will expire in years 2033.

Deferred tax assets consist of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

As of June 30, 2013, deferred tax assets consisted of the following:

	June 30, 2013
Net operating loss carryforwards	$	72,667
Valuation allowance		(72,667	)
	$	—

NOTE 5 – SUBSEQUENT EVENTS

In July 2013, the Company issued an unsecured convertible promissory note of 23,000 Canadian dollars to a third party. The promissory note is convertible into 115,000 shares of common stock upon the closing of the Share Exchange Agreement. The note carries interest of 5% per annum.

In August 2013, the Company issued an unsecured convertible promissory note of $25,000 to another third party. The debt is convertible into the common stock at 75% of the closing market price upon the closing of the Share Exchange Agreement. The note carries interest of 5% per annum.

On October 18, 2013, the Company completed the Share Exchange Agreement and Plan of Reorganization (“the Exchange Agreement”) that was entered into with OICco Acquisition I, Inc. (“OICco”). Under the terms of the Exchange Agreement, 31.5 Million of OICco’s Common Shares were issued to the sole shareholder (Champion Care Corp. of Toronto Canada) of the Company in exchange for 10,000 shares of Champion Pain Care Corp. As a result, the Company is now a majority owned subsidiary of OICco and the transaction is expected to be accounted for as a reverse merger. and Champion Care Corp. of Toronto Canada now holds 70% of the issued and outstanding shares of OICco.

 8

EX-99.2

OICco Acquisition I, Inc. 8-K

Exhibit 99.2

OICCO ACQUISITION I, INC.

(A Development Stage Company)

Unaudited Combined Pro Forma Balance Sheet

June 30, 2013

	OICCO Acquisition I, Inc.			CHAMPION PAIN CARE CORP.			Pro Forma Adjustmetns			Adjusted Pro Forma Totals
ASSETS
Current assets
Cash	$	1,505		$	100		$	—		$	1,605
Total current assets		1,505			100						1,605
Total assets	$	1,505		$	100		$	—		$	1,605
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	21,070		$	4,825		$	—		$	25,895
Related party payables		15,967			202,795						218,762
Total current liabilities		37,037			207,620						244,657
Total liabilities		37,037			207,620						244,657
Stockholders' deficit
Common stock, $0.0001 par value; 100,000,000 shares authorized;		4,500									4,500
45,000,000 and issued and outstanding
Additional paid in capital		25,408			100			(65,440	)		(39,932	)
Deficit accumulated during the development stage		(65,440	)		(207,620	)		65,440			(207,620	)
Total stockholders' deficit		(35,532	)		(207,520	)		—			(243,052	)
Total liabilities and stockholders' deficit	$	1,505		$	100		$	—		$	1,605
See accompanying notes to unaudited financial statements.

1

OICCO ACQUISITION I, INC.

(A Development Stage Company)

Unaudited Pro Forma Statements of Expenses

	OICCO Acquisition I, Inc. Year ended December 31, 2012		CHAMPION PAIN CARE CORP. Period from January 31, 2013 (the inception) through June 30, 2013			Pro Forma Adjustments		Pro Forma Adjusted Combined Totals
Operating expenses
Professional fees	$	28,559	$	4,825		$	—	$	33,384
General and administrative		9,495		202,795			—		212,290
Total operating expenses	$	38,054	$	207,620		$	—	$	245,674
Net loss	$	38,054	$	207,620		$	—	$	245,674
Basic and diluted loss per common share	$	—	$	(0.01	)	$	—	$	(0.01	)
Weighted average shares outstanding - Basic and Diluted		13,500,000		31,500,000			—		45,000,000

2

OICCO ACQUISITION I, INC.

(A Development Stage Company)

Unaudited Pro Forma Statements of Expenses

Six Months Ended June 30, 2013

	OICCO Acquisition I, Inc.		CHAMPION PAIN CARE CORP.			Pro Forma Adjustments		Pro Forma Adjusted Combined Totals
Operating expenses
Professional fees	$	3,020	$	4,825		$	—	$	7,845
General and administrative		—		202,795			—		202,795
Total operating expenses	$	3,020	$	207,620		$	—	$	210,640
Net loss	$	3,020	$	207,620		$	—	$	210,640
Basic and diluted loss per common share	$	—	$	(0.01	)	$	—	$	(0.00	)
Weighted average shares outstanding - Basic and Diluted		13,500,000		31,500,000			—		45,000,000

3

Notes To Unaudited Pro Forma Consolidated Financial Statements

OICco Acquisition I, Inc. entered into a Share Exchange Agreement with Champion Pain Care Corp., whereby OICco Acquisition I, Inc., exchanged 70% of its outstanding shares of common stock for 100% of the outstanding shares of Champion Pain Care Corp. Common stock . As of the closing date, Champion Pain Care Corp. will operate as a wholly owned subsidiary of OICco Acquisition I, Inc.

As a result of the Share Exchange Agreement, each outstanding share of Champion Pain Care Corp. common stock shall be transferred, conveyed and delivered to OICco Acquisition I, Inc. in exchange for 31,500,000 newly-issued shares of common stock of OICco Acquisition I, Inc.

As of the closing date of the Share Exchange Agreement, the former shareholders of Champion Pain Care Corp. held approximately 70% of the issued and outstanding common shares of OICco Acquisition I, Inc. The issuance of 31,500,000 common shares to the former shareholders of Champion Pain Care Corp. was deemed to be an acquisition for accounting purposes. The number of shares outstanding and per share amounts have been restated to recognize the recapitalization as reflected in proforma adjustments.

The pro forma consolidated balance sheets of Champion Pain Care Corp. and OICco Acquisition I, Inc. are presented here as of June 30, 2013. The pro forma consolidated statements of expenses for Champion Pain Care Corp. and OICco Acquisition I, Inc. are presented here for the year ended December 31, 2012 and the period from inception through June 30, 2013.

4