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): ~~February~~March 107, 2017

CHAMPION PAIN CARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware 333-162084 27-0625383

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

___48 Wall Street, New York, New York 10005___

(Address of Principal Executive Offices) (Zip Code)

(877) 966-0311

(Registrant's telephone number, including area code)

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:

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

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

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

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

Item 2.04.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As disclosed in the Form 8-K that Champion Pain Care Corporation (the “Company”) filed on December 5, 2016, the Company entered into a Senior Secured Revolving Credit Facility Agreement, effective as of December 1, 2016 (the “Credit Agreement”), with TCA Global Credit Master Fund, L.P. (“TCA”), and, in connection with the Credit Agreement, a Pledge and Escrow Agreement, effective as of December 1, 2016 (the “Pledge Agreement”), was entered into by and among Champion Care Corp. (“Champion”), Garland A. Brown, Jr. (“Brown”), Mark H. Connor (“Connor”), Emil Schiller (“Schiller”), Terrance Owen (“Owen”), Jack Fishman (“Fishman”), Patricia Genereaux (“Genereaux”), Sheena Sim (“Sim”), and Mary Anne Youngson (“Youngson” and, collectively with Champion, Brown, Connor, Schiller, Owen, Fishman, Genereaux and Sim, the “Pledgors”), TCA, an escrow agent (the “Escrow Agent”), and the Company.

The Company has received a letter dated March 7, 2016 (the “March Letter”) from TCA addressed to the Escrow Agent, stating that an event of default by the Company has occurred and remains continuing and uncured for non-payment under the Credit Agreement and, accordingly, TCA is demanding that the Escrow Agent deliver to TCA the issued and outstanding shares of common stock of the Company that were pledged by the Pledgors to TCA under the Pledge Agreement (those shares of common stock, collectively, the “Pledged Securities”), so that TCA may become the registered owner of the Pledged Securities in accordance with the terms of the Pledge Agreement. The Company previously received from TCA a Notice of Default, dated February 8, 2017 (the “February Notice”), whereby TCA informed the Company of the non-payment default that was later referenced in, and an impetus for, the March Letter.

The transfer to TCA of the Pledged Securities, comprising 69.2% of the issued and outstanding shares of common stock of the Company as of December 1, 2016, would result in a change in control of the Company.

A copy of the March Letter is filed herewith as Exhibit 99.1, and a copy of the February Notice is filed herewith as Exhibit 99.2.

Item 5.01.

Changes in Control of Registrant.

The transfer to TCA of the Pledged Securities would result in a change in control of the Company. The disclosures for Item 2.04 above are hereby incorporated herein by this reference.

The Pledged Securities consist of the following: 33.7% of the issued and outstanding shares of common stock of the Company pledged by Champion, 8.4% of the issued and outstanding shares of common stock of the Company pledged by Brown, 8.4% of the issued and outstanding shares of common stock of the Company pledged by Connor, 5.9% of the issued and outstanding shares of common stock of the Company pledged by Schiller, 3.1% of the issued and outstanding shares of common stock of the Company pledged by Owen, 3.1% of the issued and outstanding shares of common stock of the Company pledged by Fishman, 3.1% of the issued and outstanding shares of common stock of the Company pledged by Genereaux, 3.1% of the issued and outstanding shares of common stock of the Company pledged by Sim, and 0.4% of the issued and outstanding shares of common stock of the Company pledged by Youngson.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On ~~February~~March 108, 2017, ~~Garland~~Emil A.Schiller ~~Brown, Jr.~~ resigned from his ~~positions~~position as a member of the board of directors of ~~Champion Pain Care Corporation (~~the “Company~~”) and as Chief Executive Officer of the Company~~. On ~~February~~March 108, 2017, Mr. ~~Brown~~Schiller provided management of the Company with written notice of his resignation, which was effective immediately.

OnItem ~~February 10, 2017, Mark H~~9. ~~Conner resigned from his position as Chief Operating Officer of the Company~~01. On February 10, 2017, Mr. Conner provided management of the Company with verbal notice of his resignation, which was effective immediately. On February 20, 2017, Mr. Conner provided management of the Company with written confirmation of his resignation as of February 10, 2017.

OnFinancial ~~February~~Statements ~~22, 2017, Terrance Owen resigned from his positions as a member of the board of directors of the Company~~ and ~~as Chief Financial Officer of the Company. On February 22, 2017, Mr. Owen provided management of the Company with written notice of his resignation, which was effective immediately.~~Exhibits

Management of the Company does not know the circumstances or reasons behind the resignations of Messrs. Brown, Conner, and Owen. Management of the Company is reviewing the circumstances surrounding the resignations of Messrs. Brown, Conner, and Owen as well as actions taken by each of them prior to their resignation. The Company is reserving all of its rights, including with respect to Messrs. Brown, Conner, and Owen and the circumstances.


Exhibit No.	Description of Exhibit
99.1	Letter dated March 7, 2017 from TCA Global Credit Master Fund, L.P.
99.2	Notice of Default dated February 8, 2017 from TCA Global Credit Master Fund, L.P.

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.

Dated: ~~February~~March 2815, 2017

CHAMPION PAIN CARE CORPORATION

By:

/s/ Jack Fishman

Jack Fishman

President

Filing Compare · Champion Pain Care Corp