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EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - PREVENTION INSURANCE COM INCf10q1012ex32i_prevention.htm
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - PREVENTION INSURANCE COM INCf10q1012ex32ii_prevention.htm
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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - PREVENTION INSURANCE COM INCf10q1012ex31i_prevention.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2012
 
OR
 
¨ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________________________ to ___________________________

Commission file number:  000-32389
 
PREVENTION INSURANCE.COM
(Exact Name of Registrant as Specified in Its Charter)
 
Nevada
 
88-0126444
(State of Other Jurisdiction of Incorporation or
Organization)
 
(I.R.S. Employer Identification Number)
     
c/o Paragon Capital LP
110 East 59th Street, 22nd Floor
New York, NY
 
10022
(Address of Principal Executive Offices)
 
(Zip Code)
 
(212) 593-1600
 (Registrant’s Telephone Number, Including Area Code)
 
N/A
 (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

As of December 13, 2012, there were 2,390,083 shares of Common Stock, $0.0001 par value per share, and no shares of preferred stock outstanding.
 


 
 
 
 
 
TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Plan of Operations
7
Item 3. 
Quantitative and Qualitative Disclosures About Market Risk 
9
Item 4.
Controls and Procedures
9
     
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
10
Item 1A. 
Risk Factors 
10
Item 2.
Unregistered Sale of Equity Securities and Use of Proceeds
10
Item 3.
Defaults Upon Senior Securities
10
Item 4.
Mine Safety Disclosures
10
Item 5.
Other Information
10
Item 6.
Exhibits
10
     
SIGNATURES
11
 
 

 
 
PART I

Item 1. Financial Statements.  
 
PREVENTION INSURANCE.COM
 
BALANCE SHEETS
 
             
ASSETS
 
             
   
October 31, 2012
 
April 30, 2012
 
   
(Unaudited)
   
(Audited)
 
Current assets
           
Cash
  $ 7,083     $ 4,343  
                 
Total current assets
    7,083       4,343  
                 
Total assets
  $ 7,083     $ 4,343  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current liabilities
               
Accounts payable
  $ 8,757     $ 14,044  
Due to related party
    60,000       40,000  
                 
Total current liabilities
    68,757       54,044  
                 
Total liabilities
  $ 68,757     $ 54,044  
                 
Stockholders' deficit
               
Preferred stock, par value $0.0001; 10,000,000 shares authorized;
               
zero shares issued
  $ -     $ -  
Common stock,  $0.0001 par value; 100,000,000 shares authorized;
               
2,390,083 shares issued and outstanding
    239       239  
Additional paid in-capital
    4,228,717       4,228,717  
Treasury stock, 24,142 shares, at cost
    (52,954 )     (52,954 )
Accumulated deficit
    (4,237,676 )     (4,225,703 )
                 
Total stockholders' deficit
    (61,674 )     (49,701 )
                 
Total liabilities and stockholders' deficit
  $ 7,083     $ 4,343  
                 
See accompanying notes to financial statements
 
 
1

 
 
PREVENTION INSURANCE.COM
 
STATEMENTS OF OPERATIONS
 
                         
   
For the three months ended
   
For the six months ended
 
   
October 31,
   
October 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenue
  $ -     $ -     $ -     $ -  
                                 
Cost of goods sold
    -       -       -       -  
                                 
Gross profit
    -       -       -       -  
                                 
General and administrative expenses
    5,420       6,135       11,973       12,019  
                                 
Loss from operations
    (5,420 )     (6,135 )     (11,973 )     (12,019 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net loss
  $ (5,420 )   $ (6,135 )   $ (11,973 )   $ (12,019 )
                                 
Weighted average number of
                               
common shares outstanding
                               
(basic and fully diluted)
    2,390,083       1,616,759       2,390,083       1,305,916  
                                 
Basic and diluted (loss) per common share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
 
See accompanying notes to financial statements
 
 
2

 
 
PREVENTION INSURANCE.COM
STATEMENTS OF CASH FLOWS
             
   
For the six months ended
 
   
October 31,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Cash flows from operating activities:
           
Net loss
  $ (11,973 )   $ (12,019 )
Adjustments to reconcile net loss
               
to net cash used in operating activities:
               
Decrease in accounts payable
    (5,287 )     (5,376 )
                 
Net cash used in operating activities
    (17,260 )     (17,395 )
                 
Cash flows from financing activities:
               
Proceeds from related party advances
    20,000       20,000  
                 
Net cash provided by financing activities
    20,000       20,000  
                 
Net increase in cash
    2,740       2,605  
                 
Cash - beginning of period
    4,343       7,808  
                 
Cash - end of period
  $ 7,083     $ 10,413  
                 
Supplemental disclosure of cash flow information:
               
Interest paid
  $ -     $ -  
Income taxes paid
  $ -     $ -  
                 
Supplemental non-cash investing and financing activities:
               
Issuance of 1,395,000 shares of common stock for the exercise of warrants
  $ -     $ 155,000  
 
See accompanying notes to financial statements
 
 
3

 
 
PREVENTION INSURANCE.COM
NOTES TO INTERIM FINANCIAL STATEMENTS
October 31, 2012

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

Nature of Business

Prevention Insurance.Com (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com. In 2005, the Company added a second line of business and had been focused on its development of its ATM machine sale operations.  On December 28, 2007, the Company entered into an agreement wherein the Company had a change in control and which resulted in the divestiture of the ATM division “Quick Pay”. The Company divested itself of the ATM machine sales operations on October 31, 2008.

As of October 31, 2012, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act.  The Company’s business is to pursue a business combination through acquisition of, or merger with, an existing company. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the respective periods presented.  The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2012 as filed with the SEC.

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representation of management. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits.  As of October 31, 2012, the Company has no cash equivalents.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

 
4

 
 
PREVENTION INSURANCE.COM
NOTES TO INTERIM FINANCIAL STATEMENTS
October 31, 2012


Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.  The basic and dilutive earnings per common share calculations reflect the effect of the reverse stock split effective April 27, 2011 for all periods presented in these interim financial statements.

Revenue Recognition

For the six months ended October 31, 2012 and 2011, the Company did not realize any revenue.

Stock Based Compensation

As of October 31, 2012, the Company recognizes compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes pricing model.

During the six months ended October 31, 2012 and 2011, the Company did not issue any shares for services nor did the Company issue any options as stock based compensation to any officers, directors, or non-employees.

Income Taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements.

Recently Issued Accounting Pronouncements

As of October 31, 2012, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.
 
NOTE 2.      STOCKHOLDERS’ EQUITY

As of October 31, 2012 and 2011, the authorized common stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.0001.

For the six months ended October 31, 2012

During the six months ended October 31, 2012, the Company did not issue any shares of common or preferred stock.

For the six months ended October 31, 2011

During the six months ended October 31, 2011, the Company issued 1,395,000 common shares for the cash-less exercise of all of the warrants that were being held by Paragon Capital LP.
 
 
5

 
 
PREVENTION INSURANCE.COM
NOTES TO INTERIM FINANCIAL STATEMENTS
October 31, 2012


Reverse stock split
 
Effective April 27, 2011, the Company authorized a 100-to-1 reverse stock split and a change in par value to $0.0001 per common share. In addition, the par value of all the 10,000,000 shares of preferred stock authorized was changed to $0.0001.
 
Warrants

As of October 31, 2012, Mr. Goldsmith holds warrants that are exercisable into 100,000 common shares of the Company at an exercise price of $1.00 per share post-reverse stock split effective April 27, 2011.  Pursuant to the agreement with Mr. Goldsmith of March 8, 2010, the exercise period for the warrants was extended to April 30, 2013.

NOTE 3.      COMMITMENTS & CONTINGENCIES

Corporate Office Space

As of October 31, 2012, the Company maintains office space in New York, New York with the Company’s majority shareholder at no cost to the Company. For the six months ended October 31, 2012 and 2011, the rent expense was zero.
 
NOTE 4.      RELATED PARTY TRANSACTIONS

Due to Related Party

As of October 31, 2012, the Company had an aggregate $60,000 in written non-interest bearing demand notes payable to Paragon Capital, LP.

NOTE 5.      GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of October 31, 2012, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. The Company’s current business is to pursue a business combination through acquisition of, or merger with, an existing company. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company. For the six months ended October 31, 2012, the Company reported a net loss of $11,973 and has reported an accumulated deficit of $4,237,676.
 
 
6

 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Forward-Looking Statements

Certain statements made in this Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

Description of Business

Prevention Insurance.com ( we,” “us,” “our,” or “the Company” ) was incorporated in the State of Nevada on May 7, 1975, under the name Vita Plus, Inc. The name was later changed to Vita Plus Industries, Inc. and in 2000 the Company’s name was changed to its current name Prevention Insurance.com.

The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:  (i) filing Exchange Act reports, and (ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $7,083 in cash. There are no assurances that the Company will be able to secure any additional funding as needed.  Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Our management has not entered into any agreements with any party regarding a business combination.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.   Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 
7

 
 
We will not acquire or merge with any entity which cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on Form 10-K. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidable at the discretion of our present management.

A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company and ultimately achieve profitable operations. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
 
Liquidity and Capital Resources

As of October 31, 2012, the Company had assets of $7,083, comprised of cash.  This compares with assets of $4,343, comprised exclusively of cash, as of April 30, 2012.  The Company’s current liabilities as of October 31, 2012 totaled $68,757,comprised of $8,757 of accounts payable and $60,000 due to a related party. This compares with current liabilities of $54,044, comprised of $14,044 of accounts payable and $40,000 due to a related party, as of April 30, 2012.   The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the Six Months Ended October 31, 2012 and 2011.
 
   
Six Months
Ended
October 31, 2012
   
Six Months
Ended
October 31, 2011
 
Net Cash (Used in) Operating Activities
 
$
(17,260
)
 
$
(17,395
)
Net Cash (Used in) Investing Activities
 
$
-
   
$
-
 
Net Cash Provided by Financing Activities
 
$
20,000
   
$
20,000
 
Net Change in Cash and Cash Equivalents
 
$
2,740
   
$
2,605
 
 
The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

The Company has not conducted any active operations since the divestment of the ATM machine sales operations as of October 31, 2008.  No revenue has been generated by the Company for the six months ended October 31, 2012 and 2011. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

 
8

 
 
For the three months ended October 31, 2012 and 2011

For the three months ended October 31, 2012, the Company had a net loss of $5,420, comprised of general and administrative expenses, including legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

For the three months ended October 31, 2011, the Company had a net loss of $6,135, comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

For the six months ended October 31, 2012 and 2011

For the six months ended October 31, 2012, the Company had a net loss of $11,973, comprised of general and administrative expenses, including legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

For the six months ended October 31, 2011, the Company had a net loss of $12,019, comprised of general and administrative expenses including legal, accounting, audit, and other professional service fees incurred in relation to the filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
 
Item 4.
Controls and Procedures.
  
Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of October 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

A material weakness is a deficiency, or combination of deficiencies, in disclosure controls and procedures, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Based on management’s assessment over financial reporting, management believes as of October 31, 2012, the Company’s disclosure controls and procedures were not effective due to the following deficiency:

 
We were unable to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director. While this control deficiency did not result in any audit adjustments to our 2012 or 2011 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

 
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Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended October 31, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.
 
  PART II
OTHER INFORMATION
 
Item 1.
Legal Proceedings.
 
There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A.
Risk Factors.
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2.
Unregistered Sale of Equity Securities and Use of Proceeds.
 
None.

Item 3. 
Defaults Upon Senior Securities.
 
 None.

Item 4. 
Mine Safety Disclosures.
 
 Not applicable.

Item 5. 
Other Information.
 
None.

Item 6.
Exhibits.
 
Exhibit
 
Description
  *   3.1
 
Certificate of Incorporation, as amended
     
**   3.2
 
Bylaws.
     
      31.1
 
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2012.
     
      31.2
 
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2012.
     
      32.1
 
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
      32.2
 
Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS 
XBRL Instance Document
   
101.SCH 
XBRL Taxonomy Extension Schema
   
101.CAL 
XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase
   
101.LAB
XBRL Taxonomy Extension Label Linkbase
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
*       Filed as an exhibit to the Company’s Form 10-K filed with the SEC on August 6, 2010, and incorporated herein by this reference.
**     Filed as an exhibit to the Company's registration statement on Form 10-SB filed with the SEC on July 31, 2002, and incorporated herein by this reference.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Dated: December 13, 2012
PREVENTION INSURANCE.COM
   
 
/s/ Alan P. Donenfeld
 
Alan P. Donenfeld
President, CEO and Director
Principal Executive Officer
Principal Financial/Accounting Officer
 
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