Proxy Statement - Other Information (preliminary) (pre 14c)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934

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Preliminary Information Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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Definitive Information Statement

CHAMPION PAIN CARE CORPORATION

(Name of Registrant as Specified in its Charter)

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CHAMPION PAIN CARE CORPORATION

48 Wall Street

New York, NY 10005

Tel: 1-877-966-0311

NOTICE OF ACTION TO BE TAKEN

BY WRITTEN CONSENT

December 5, 2016

Dear Champion Pain Care Corporation Stockholders:

NOTICE IS HEREBY GIVEN that on November 10, 2016, the Board of Directors of Champion Pain Care Corporation, a Delaware corporation (hereinafter, the “Corporation), adopted the following resolution:

To amend our Certificate of Incorporation to authorize the issuance of 10,000,001 shares of preferred stock with a par value of $0.0001 per share, 10,000,000 of which will be designated as Series A Preferred Stock and 1 of which will be designated as Series B Preferred Stock with the Rights and Preferences set forth in the attached Schedules “A” and “B” of Exhibit I (the “Preferred Stock”).

The Corporation obtained the written consent of stockholders holding approximately 68% of the shares of common stock entitled to vote approving an amendment to the Corporation’s Certificate of Incorporation, as described above, and to affect the above-mentioned corporate actions.

The attached Information Statement is being circulated to provide you with notice that the corporate actions have been approved by the written consent of the holders of a majority of the Corporation’s outstanding shares of common stock. No further action by the Corporation’s stockholders is required. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action is expected to become effective twenty (20) days after the date a Definitive Information Statement is filed with the Securities and Exchange Commission and a copy thereof is mailed to each of the Company’s stockholders.

THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACCOMPANYING MATERIAL IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY.

No Action is required by you. The accompanying Information Statement is furnished only to inform our stockholders of the action described above before those actions take place in accordance with the requirements of United States federal securities laws. The Information Statement is being mailed on or about December __, 2016 to all of the Corporation’s stockholders of record as of the close of business on November 14, 2016.

By Order of the Board of Directors of

Champion Pain Care Corporation

/s/ Terrance Owen _______

Terrance Owen

CFO

CHAMPION PAIN CARE CORPORATION

48 Wall Street, New York, NY 10005

1-877-966-0311

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

GENERAL

This Information Statement has been filed with the United States Securities and Exchange Commission (the “SEC”) and is being furnished to the holders of the outstanding shares of common stock, par value $0.0001 per share, of Champion Pain Care Corporation, a Delaware corporation (“we,” “us,” “our” or the “Corporation”). The purpose of this Information Statement is to provide notice that a majority of the Corporation’s stockholders, holding 83,026,667 shares or approximately 68% of the Corporation’s issued and outstanding shares of common stock as of the record date of November 14, 2016 (the “Consenting Shareholders” and “Record Date,” respectively) approved an amendment to the Corporation’s Certificate of Incorporation authorizing the issuance of 10,000,001 shares of preferred stock with a par value of $0.0001 per share, 10,000,000 of which will be designated as Series A Preferred Stock and 1 of which will be designated as Series B Preferred Stock with the Rights and Preferences set forth in the attached Schedules “A” and “B” to Exhibit I (the “Preferred Stock”).

The Corporation will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. The Corporation will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending this Information Statement to the beneficial owners of its common stock. This Information Statement is expected to be sent out on or about December __, 2016 (the “Mailing Date”) to the stockholders of the Corporation as of the Record Date.

The Corporation expects to authorize the issuance of the Preferred Stock by filing the Amendment to the Corporation’s Certificate of Incorporation with the Delaware Secretary of State approximately twenty (20) days after the Mailing Date.

The Corporation is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under the Delaware General Corporation Law (the “DGCL). No additional action will be undertaken by the Corporation with respect to the receipt of the written consents, and no dissenters’ rights are afforded under the DGCL as a result of the adoption of the corporate actions.

AMENDMENT TO CERTIFICATE OF INCORPORATION

TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK

Effective November 10, 2016, the Corporation’s Board of Directors approved an amendment to the Corporation’s Certificate of Incorporation to authorize the Preferred Stock. Other than authorizing the Preferred Stock, the Amendment to the Certificate of Incorporation does not amend the Corporation’s Certificate of Incorporation as presently in effect.

Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation and/or other rights in preference over the Common Stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for the Company, or as may be required by the capital markets, the Board and the Consenting Stockholders authorized the creation of the Series A and Series B Preferred Stock to be issued in connection with a proposed financing.

This authorization grants the Company the power to issue up to 10,000,001 shares of Preferred Stock. The special rights, powers and the qualifications of the Preferred Stock are set forth in the Certificate of Designation of the Preferences, Rights, Limitations, Qualifications and Restrictions of the Series A Preferred Stock and the Series B Preferred Stock attached as Schedules A and B, respectively, to Exhibit I attached hereto.

A copy of the proposed Amendment to the Certificate of Incorporation is attached as Exhibit I to this Information Statement.

Reasons for authorizing the Preferred Stock

The purpose of authorizing the Preferred Stock is to enable the Corporation, as a condition to a financing, to issue the Preferred Stock to an investor agreeing to provide the Corporation with such financing that it requires to continue its operations. The issuance of the Preferred Stock will provide the holders of the Preferred Stock with the Rights and Preferences set forth in the attached Schedules “A” and “B” of Exhibit I and will have a dilutive effect to our existing stockholders if the Series A Preferred Stock are converted to Common Stock. The Series B Preferred Stock is denominated “Series B Super Voting Preferred Stock” and the holder of the Series B Preferred Stock will have voting

control of the Corporation on a fully diluted basis as more fully set forth on Schedule B to Exhibit I attached hereto.

Authorized Preferred Stock and Amended Certificate of Incorporation Approved by Written Consent in Lieu of Meeting

The corporate actions were approved by written consent resolutions executed by the holders of a majority of the outstanding shares of common stock entitled to vote on the Record Date in lieu of holding a meeting of the Corporation’s stockholders. On the Record Date, those stockholders held 83,026,667 shares of common stock or approximately 68% of the outstanding shares of the Corporation’s common stock.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The remaining stockholders of the Corporation will not be given an opportunity to vote with respect to the corporate actions. All necessary corporate approvals have been obtained, and this Information Statement is furnished solely for the purpose of advising stockholders of the proposed actions to be taken by written consent.

The elimination of the need for a meeting of stockholders to approve these actions is made possible by Section 228 of the DGCL, which generally provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by persons holding a majority of the outstanding voting securities of the corporation.

Expected Authorization of the Preferred Stock and Amended Certificate of Incorporation

Under Section 14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”), the corporate actions cannot become effective until twenty (20) days after the date that this Information Statement is sent to the Corporation’s stockholders.

To authorize the Preferred Stock, the Corporation intends to file the Amendment to the Certificate of Incorporation with the Delaware Secretary of State approximately 20 days after the date that this Information Statement is first sent to the Corporation’s Stockholders of record as of the Record Date. A copy of the Amended Certificate of Incorporation to be filed is attached as Exhibit I to this Information Statement.

No Appraisal Rights

Under the Delaware General Corporation Law, the Corporation’s stockholders are not entitled to appraisal or discount rights with respect to the Preferred Stock or the adoption of the Amended Certificate of Incorporation.

OUTSTANDING VOTING STOCK OF THE CORPORATION

The Board of Directors of the Corporation fixed the close of business on November 14, 2016 as the record date for determining the stockholders entitled to approve the Corporate Actions and to receive copies of this Information Statement (the “Record Date”). As of the Record Date, there were 121,813,500 shares of common stock outstanding. The Corporation’s common stock constitutes the sole outstanding class of its voting securities. Each share of common stock entitles the holder thereof to one vote on all matters submitted to stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information concerning the number of shares of the Corporation’s common stock owned beneficially as of the Record Date by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of its voting securities, (ii) each of the Corporation’s directors and each of its named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following tables does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding. As of the Record Date, there were 121,813,500 shares of the Corporation’s common stock issued and outstanding.

Security Ownership of Certain Beneficial Owners and Management



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (4)	Percent of Class (5)
Common Stock	Terrance Owen, CFO & Director ⁽¹⁾	3,750,000	3.08%
Common Stock	Jack Fishman, President & Director ⁽¹⁾	3,750,000	3.08%
Common Stock	Emil Schiller, COO & Director ⁽¹⁾	6,000,000	4.93%




Common Stock	Garland A. Brown, Jr., CEO & Director ⁽²⁾	10,000,000	8.21%
Common Stock	Square Bear Trust of Mark and Melissa Conner, dated February 28, 2014 ⁽²⁾⁽³⁾	11,250,000	9.24%
Common Stock	Champion Care Corporation ⁽¹⁾	40,276,667	33.06%
Common Stock	Directors and Executive Officers (as a group)	34,750,000	28.53%

(1) The address for the Beneficial Owner is c/o Champion Care Corp., 635 Fourth Line, Unit 1, Oakville, ON, L6L 5B0, Canada

(2) The address for the Beneficial Owner is 6263 North Scottsdale Road, Suite 340, Scottsdale, Arizona 85250

(3) The Beneficial Owner is Mark H. Conner, COO of the Company.

(4) The persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

(5) Based on 121,813,500 shares deemed outstanding as of November 14, 2016.

CHANGES IN CONTROL

The Corporation is not aware of any other arrangement that may result in a change in control of the Corporation.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The Corporation will only deliver one Information Statement to multiple stockholders sharing an address unless the Corporation has received contrary instructions from one or more of the stockholders. The Corporation will promptly deliver a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of the document was delivered upon oral or written request to:

Champion Pain Care Corporation

48 Wall Street

New York, NY 10005

Tel: 1-877-966-0311

Stockholders may also address future requests for separate delivery of Information Statements and/or annual reports by contacting the Corporation at the address listed above.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director, executive officer, associate of any director, executive officer or any other person has any substantial interest,

direct or indirect, in the corporate actions.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Corporation is subject to the Exchange Act and is required to file reports, proxy statements, and other information with the Securities and Exchange Commission regarding the business, financial condition, and other matters of the Corporation pursuant to and in accordance with the Exchange Act. You may read and copy the reports, proxy statements, and other information filed by the Corporation from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The reports, proxy statements, and other information filed with the Securities and Exchange Commission are also available to the public over the internet at http://www.sec.gov, the internet website of the Securities and Exchange Commission. All inquiries regarding the Corporation should be addressed to the principal executive offices of the Corporation at 48 Wall Street, New York, NY 10005 Tel: 1-877-966-0311.