Statement of Beneficial Ownership (sc 13d)
May 05 2014 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
OICCO ACQUISITION I, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
6777V 10 1
(CUSIP Number)
Terrance Owen
Champion Care Corp.
635 Fourth Line (Unit 1)
Oakville, Ontario L6L 5BO, Canada
(604) 862-3439
Copy to:
Gerald A. Adler, Esq.
Newman & Morrison LLP
44 Wall Street
New York, NY 10005
Telephone: (212) 248-1001
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
October 18, 2013
(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange
Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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1.
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Name of reporting person:
Champion Care Corp.
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2.
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Check the appropriate box if a member of group (see
instructions):
(a)
¨
(b)
x
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3.
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SEC use only:
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4.
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Source of funds:
OO- Exchange of Shares (See Item 3)
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5.
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Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e):
¨
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6.
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Citizenship or place of organization:
Canada
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power:
31,500,000
(1)
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8.
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Shared voting power:
0
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9.
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Sole dispositive power:
31,500,000
(1)
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10.
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Shared dispositive power:
0
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11.
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Aggregate amount beneficially owned by each reporting
person:
31,500,000
(1)
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12.
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Check if the aggregate amount in Row (11) excludes
certain shares:
¨
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13.
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Percent of class represented by amount in Row (11):
70.0%
(2)
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14.
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Type of reporting person:
CO
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1.
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Name of reporting person:
Terrance Owen
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2.
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Check the appropriate box if a member of group (see
instructions):
(a)
¨
(b)
x
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3.
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SEC use only:
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4.
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Source of funds:
OO-- Exchange of Shares (See Item 3)
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5.
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Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e):
¨
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6.
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Citizenship or place of organization:
Canada
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power:
0
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8.
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Shared voting power:
31,500,000
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9.
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Sole dispositive power:
0
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10.
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Shared dispositive power:
31,500,000
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11.
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Aggregate amount beneficially owned by each reporting
person:
31,500,000
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12.
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Check if the aggregate amount in Row (11) excludes
certain shares:
¨
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13.
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Percent of class represented by amount in Row (11):
70.0% (See Item 5)
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14.
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Type of reporting person:
CO
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CUSIP No.: 6777V 10 1
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1.
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Name of reporting person:
Jack Fishman
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2.
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Check the appropriate box if a member of group (see
instructions):
(a)
¨
(b)
x
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3.
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SEC use only:
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4.
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Source of funds:
OO-- Exchange of Shares (See Item 3)
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5.
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Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e):
¨
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6.
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Citizenship or place of organization:
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power:
0
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8.
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Shared voting power:
31,500,000
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9.
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Sole dispositive power:
0
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10.
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Shared dispositive power:
31,500,000
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11.
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Aggregate amount beneficially owned by each reporting
person:
31,500,000
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12.
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Check if the aggregate amount in Row (11) excludes
certain shares:
¨
Not Applicable
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13.
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Percent of class represented by amount in Row (11):
70.0%
(See Item 5)
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14.
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Type of reporting person:
CO
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CUSIP No.: 6777V 10 1
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1.
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Name of reporting person:
Emil Schiller
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2.
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Check the appropriate box if a member of group (see
instructions):
(a)
¨
(b)
x
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3.
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SEC use only:
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4.
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Source of funds:
OO—Exchange of Shares (see Item 3)
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5.
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Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e):
¨
Not Applicable
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6.
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Citizenship or place of organization:
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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7.
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Sole voting power:
0
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8.
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Shared voting power:
31,500,000
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9.
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Sole dispositive power:
0
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10.
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Shared dispositive power:
31,500,000
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11.
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Aggregate amount beneficially owned by each reporting
person:
31,500,000
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12.
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Check if the aggregate amount in Row (11) excludes
certain shares:
¨
Not Applicable
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13.
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Percent of class represented by amount in Row (11):
70.0% (See Item 5)
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14.
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Type of reporting person:
CO
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(1)
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The board of directors of Champion Care Corp. (the “Champion Board”), currently comprised of Terrance Owen, Jack Fishman, and Emil Schiller, has investment and voting control over the securities of the Issuer (as defined below) held by Champion Care Corp. (the “
Champion Shares
”) and may exercise such control only with the support of a majority of the Champion Board. As such, no individual member of the Champion Board is deemed to hold any beneficial ownership in the Champion Shares. Each of Terrance Owen, Jack Fishman and Emil Schiller is a member of the board of directors of the Issuer, and each is employed with Champion Care Corp. Messrs. Owen, Fishman and Schiller are not deemed beneficial owners of the Champion Shares.
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(2)
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This percentage is calculated based upon 45,000,000 shares of the Issuer’s Common Stock reported to be outstanding to the reporting person by the Issuer as of the date of this filing.
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the shares of common stock, par
value $0.0001 per share (the “
Common Stock
”), of OICco Acquisition I, Inc., a Delaware corporation (the “
Issuer
”).
The Issuer’s principal executive office is located at 48 Wall Street, New York, NY 10005.
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Item 2.
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Identity and Background
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(a)
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The name of the reporting person is Champion Care Corp., an Ontario, Canada corporation that is 73% owned by Terrance Owen, Jack Fishman and Emil Schiller who are deemed to have beneficial ownership of the securities of the Issuer held by Champion Care Corp.
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The name of each director and executive officer of
Champion Care Corp. is set forth on
Schedule I
to this Schedule 13D.
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(b)
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The business address of Champion Care Corp. is 635 Fourth Line (Unit 1), Oakville, Ontario L6L 5BO, Canada.
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The residence or business address of each director
and executive officer of Champion Care Corp. is set forth on
Schedule I
to this Schedule 13D.
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(c)
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Within neither the last five years, neither Champion Care Corp. nor any person named in
Schedule I
has been convicted in any criminal proceedings.
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(d)
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Within the last five years, neither Champion Care Corp., nor any person named in
Schedule I
was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On May 29th 2013, the Issuer and Champion Care Corp. entered
into a Share Exchange Agreement and Plan of Reorganization (the “Exchange Agreement”). On October 18, 2013 (the “Closing
Date”) and pursuant to the terms of the Exchange Agreement, 31,500,000 shares of the Issuer’s Common Stock were issued
to Champion Care Corp. (“Champion Toronto”), in exchange for all of the issued and outstanding shares of common stock
of Champion Pain Care Corp. (“CPCC”) owned by Champion Care Corp. whereby CPCC became a wholly owned subsidiary of
the Issuer.
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Item 4.
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Purpose of Transaction
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(a) The acquisition made by Champion Care
Corp., as described in this Schedule 13D, was to acquire control of the Issuer and, through its wholly owned subsidiary, implement
the business plan of CPCC.
(b) On the Closing Date, the then board
of directors appointed the present directors of the Issuer and after said appointment, the previous director and officer resigned.
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Item 5.
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Interest in Securities of the Issuer
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(a) Champion Care Corp. beneficially owns
31,500,000 shares (the “Champion Shares”) of the Issuer’s Common Stock representing 70% of the Issuer’s
outstanding Common Stock. The percentage of shares owned by Champion Care Corp is based upon 45,000,000 issued and outstanding of the Issuer’s Common
Stock reported to be outstanding to the reporting person by the Issuer as at the Closing Date.
(b) Champion Care Corp. is an Ontario,
Canada corporation that is 73% owned by Terrance Owen, Jack Fishman and Emil Schiller who are deemed to have beneficial ownership
of the securities of the Issuer held by Champion Care Corp. and through its Board of Directors (the “
Champion Board
”), has the sole power to vote and dispose of the Champion Shares. Terrance Owen, Jack Fishman and Emil Schiller have investment
and voting control over the securities of the Issuer held by Champion Pain Care (the “
Champion Shares
”) and
may exercise such control only with the support of a majority of the Champion Board. As such, no individual member of the Champion
Board is deemed to hold any beneficial ownership in the Champion Shares. Each of Terrance Owen, Jack Fishman and Emil Schiller
is a member of the board of directors of the Issuer, and each is employed with Champion Care Corp. Except as described in this
Schedule 13D, no person listed on
Schedule I
has the power to direct the vote as to, or the disposition of the Champion
Shares.
(c) Neither Champion Care Corp. nor the
persons listed on Schedule I hereto have effected any transactions in the Issuer’s Common Stock within the past 60 days.
(d) Champion Care Corp. does not know of
any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of the Issuer’s Common Stock held in the name of Champion Care Corp. and reported herein.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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There are no contracts, arrangements, understandings or relationships
with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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None
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated:
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April 16, 2014
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Champion Care Corp.
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/s/
Terrance Owen
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By:
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Terrance Owen
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Its:
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CEO
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Dated:
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April 16, 2014
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/s/
Terrance Owen
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By:
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Terrance Owen
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Dated:
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April 16, 2014
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/s/
Jack Fishman
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By:
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Jack Fishman
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Dated:
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April 16, 2014
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/s/
Emil Schiller
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By:
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Emil Schiller
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Schedule I
Information regarding each director and executive officer of
Champion Care Corp. is set forth below.
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Champion
Care Corp.
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Name,
Title
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Address
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Principal
Occupation
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Citizenship
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Terrance Owen
Director
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Champion Care Corp.
635 Fourth Line (Unit 1)
Oakville, Ontario L6L 5BO, Canada
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Canada
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Jack Fishman
Director
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Champion Care Corp.
635 Fourth Line (Unit 1)
Oakville, Ontario L6L 5BO, Canada
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Canada
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Emil Schiller
Director
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Champion Care Corp.
635 Fourth Line (Unit 1)
Oakville, Ontario L6L 5BO, Canada
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Canada
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