Apple iSports Group, Inc. - Annual Report: 2009 (Form 10-K)

f10k2009_prevention.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: April 30, 2009

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 000-32389

PREVENTION INSURANCE.COM

(Exact name of registrant as specified in its charter)

	Nevada		88-0126444
	(State or other jurisdiction of		(I.R.S. employer
	incorporation or formation)		identification number)

c/o Paragon Capital LP

110 East 59th Street, 29th Floor

New York, NY 10022

(Address of principal executive offices)

	Issuer’s telephone number:		(212) 593-1600
	Issuer’s facsimile number:		(212) 202-5022

N/A

(Former name, former address and former

fiscal year, if changed since last report)

Copies to:

The Sourlis Law Firm

Virginia K. Sourlis, Esq.

The Galleria

2 Bridge Avenue

Red Bank, New Jersey 07701

(732) 530-9007

www.SourlisLaw.com

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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¨

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 (§ 229.405 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 ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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	¨	Accelerated filer	¨

Non-accelerated filer	¨	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¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of the last business day of the Issuer’s most recently completed fiscal year April 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $396,664.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of August 12, 2009, there were 97,872,933 shares of Common Stock, $0.01 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Table of Contents

			PAGE
PART I
	Item 1.	Description of Business.	4
	Item 1A.	Risk Factors	6
	Item 1B	Unresolved Staff Comments	10
	Item 2.	Description of Property.	10
	Item 3.	Legal Proceedings.	10
	Item 4.	Submission of Matters to a Vote of Security Holders.	10

PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.	11
	Item 6	Selected Financial Data	13
	Item 7.	Management’s Discussion and Analysis or Plan of Operation.	13
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
	Item 8.	Financial Statements.	14
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	15
	Item 9AT.	Controls and Procedures.	15
	Item 9B.	Other Information.	16

PART III
	Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.	16
	Item 11.	Executive Compensation.	17
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	17
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	18
	Item 14.	Principal Accountant Fees and Services.	19
	Item 15.	Exhibits and Reports on Form 8-K	20
SIGNATURES			21
CERTIFICATIONS			22

PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding 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 Registrant. 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 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.

Item 1. Description of Business

BUSINESS DEVELOPMENT & BUSINESS OVERVIEW

Prevention Insurance.com (the "Company") was incorporated in the State of Nevada on May 7, 1975, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company was originally incorporated under the name Vita Plus, Inc. The name was later changed to Vita Industries, Inc. and in 1999 again changed to Prevention Insurance.com.

Historical Operations: In 1983 we made a public offering of 700,000 shares of our common stock for our own account. We registered the stock under the Securities Act of 1933. Upon completion of that offering, we registered the stock under Section 12(g) the National Association of Securities Dealers Automated Quotation System ("NASDAQ"). However, in 1989 we terminated the registration of our stock under Section 12(g) of the Act because our total assets had decreased to less than $3,000,000. Our stock was then no longer quoted on NASDAQ.

From inception until early 1999, our principle business engagement had been the sale and distribution of our own formulations of specific vitamins and nutritional supplements, and of various other health and personal care products. We sold our products through traditional methods: we employed a force of salespersons at our headquarters in Las Vegas, Nevada and compensated them on a commission basis; we also sold through a network of independent brokers. Our sales were made primarily to drug stores and other large retailers. Beginning in 1983, we also manufactured some of our products. However, after a period of approximately eight years, we stopped the manufacturing activity because it did not prove to be profitable. In 1991 we were licensed in Nevada as an agent for health and life insurance. Historically since 1991 we have not derived any significant income from sales of insurance policies.

During the mid - 1990s we developed the concept of reducing insurance costs for both health and life insurance through prevention measures by emphasizing the maintenance of good health by members of the insured population. Subsequently, we began the development of hybrid insurance products incorporating preventive features with traditional health and life insurance products. Specifically, we developed two specially formulated preparations of vitamins and nutritional supplements: Nutra-Prevention Formula and Nutra- Protection. Those are formulations that emphasize health maintenance by providing multiple vitamins and a wide range of additional nutritional supplements for daily consumption, and which we believe provide optimal nutrition necessary for good health. We had planned to commence negotiations for joint venture arrangements with insurance companies using those two formulations to offer low-cost, preventive nutritional products combined with reduced premium rates for specialty insurance policies, but we never entered into any such joint ventures.

Effective March 15, 1999, we sold for cash substantially all of our assets associated with the traditional distribution of vitamin and dietary supplement formulations, including all inventory of vitamins and nutritional supplements and substantially all of our furniture and fixtures, and terminated all business activities associated with the distribution of individual vitamins and dietary supplements. However, we did retain our insurance agency license, our newly developed Prevention Insurance website and the ownership rights in the trademarks for Nutra-Prevention and Nutra-Protection formulas.

In 2005, the Company added a second line of business focused on development of ATM machine sale operations. On December 28, 2007 the Company entered into an agreement where the Company effected a change in control and resulting in the divestiture of the ATM division “Quick Pay”. During the third quarter of fiscal 2008, in association with the change of control, Management made the decision to divest the division related to the sale of ATM machines known as “Quick Pay.” The divestiture occurred on October 31, 2008 and resulted in the conveyance of $59,914 in net liabilities.

On December 31, 2007, the Company elected Mr. Alan P. Donenfeld to the Board of Directors. Mr. Donenfeld is also the President, Chief Executive Officer, Chief Financial Officer, of an investment company which he controls is a significant shareholder of the Company.

Effective December 31, 2007, Scott Goldsmith resigned from his positions as Chief Executive Officer, Chief Financial Officer and Director of the Company. Additionally, Richard Peterson and George T. Nassar resigned from the Company’s Board of Directors.

On February 5, 2008, Scott Goldsmith (“Mr. Goldsmith”), Paragon Capital LP and the Company signed an Agreement and Release, as amended, providing for, among other items, (a) cancellation of Mr. Goldsmith’s Preferred stock, (b) cancellation of Mr. Goldsmith’s warrants, in exchange for (1) payment in full of all of the Company’s liabilities, debts, and payables, (2) an initial payment to Mr. Goldsmith of $200,000, (3) conveyance of the assets and liabilities of Quick Pay, Inc. to Mr. Goldsmith, (4) an additional payment to Mr. Goldsmith, upon certain events happening such as a reverse merger with a private company, of $400,000 or 1,600,000 shares of common stock, regardless of any stock splits for a period from four years from the date of the issuance of the stock and (5) future assignment of warrants held by Paragon to Mr. Goldsmith upon completion of a reverse merge. A liability of $400,000 remains due to Mr. Goldsmith, although this liability can be repaid during July 2009 through September 2009, at the option of the Company, through the issuance of 1,600,000 shares of common stock of the Company.

As of April 15, 2008, as partial consideration for the cancellation of the 2,000,000 warrants and 1,000,000 preferred shares, the Company paid $200,000 to Mr. Goldsmith who designated that the capital be transferred to Quick Pay. As of April 30, 2009 the Company Conveyed $59,914 in net liabilities of Quick Pay to Mr. Goldsmith. The Company does not anticipate any additional liability related to the conveyance of Quick Pay.

As part of the amendment to the February 5, 2008 agreement, the Company had agreed that a $10,000 penalty would be paid to Mr. Goldsmith if the Company did not convey the net assets of Quick Pay by October 31, 2008. The Company previously accrued for the penalty as of April 30, 2008. The Company has conveyed Quick Pay and therefore a gain due to compliance of the contingency was recognized in the amount of $10,000.

As of April 30, 2009, 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, or merger with, an existing company. The Company has not conducted negotiations or entered into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

PLAN OF OPERATION

In addition to pursuing our current lines of business, we will attempt to locate and negotiate with a business entity for the merger of that target business into the Company. In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business.

Management believes that there are perceived benefits to being a reporting company with a class of registered securities. These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market.

A business entity, if any, which may be interested in a business combination with us may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company which wishes to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company which may wish to gain an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company.

Management will continue to seek a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company.

During 2nd fiscal quarter 2008, the Company terminated its discussions to merge with a pulp and paper manufacturer in Shanghai, China. After numerous extensions and the merger candidate’s failure to provide audited financial statements, it was determined it was unlikely that a merger could be consummated. A letter informing the company’s council that negotiations were terminated was sent out on October 31, 2007. Additionally, a press release regarding the decision not to renew the extension was issued on October 11, 2007. Since the merger was not consummated, the non-refundable deposit of $27,000 was reclassified to other income.

As a result of the disposition of Quick Pay, Inc. under the February 5, 2008 Agreement and Release, and the foregoing, the Company intends to seek to acquire assets or shares of an entity actively engaged in a business, in exchange for its securities. Its purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages the Company may offer. The Company will not restrict its search to any specific business, industry or geographical location and it may participate in a business venture of virtually any kind or nature. Our management may affect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our board of directors to complete acquisitions without submitting any proposal to the stockholders for their consideration.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

Our management, which in all likelihood will not be experienced in matters relating to the business of a target business, will rely upon its own efforts in accomplishing our business purposes.

The analysis of new business opportunities will be undertaken by management. In the analysis we may consider such matters as:

·	the available technical, financial and managerial resources;

·	working capital and other financial requirements; history of operations, if any;

·	prospects for the future;

·	nature of present and expected competition;

·	the quality and experience of management services which may be available and the depth of that management;

·	the potential for further research, development, or exploration;

·	specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;

·	the potential for growth or expansion;

·	the potential for profit;

·	the perceived public recognition or acceptance of products, services, or trades; name identification and;

·	other relevant factors.

Number of Employees:

As of April 30, 2009, the Company had no employees.

Item 1A. Risk Factors

RISKS ASSOCIATED WITH OUR BUSINESS

In addition to the other information in this report, the following risks should be considered carefully in evaluating our business and prospects:

AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN EXTREMELY HIGH DEGREE OF RISK.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management’s personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management’s own pecuniary interest may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may be the future be, affiliated with may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION CANDIDATE.

While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company’s affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST ATTRACTIVE PRIVATE COMPANIES.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

THE COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT OUR OPERATIONS.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO ADDITIONAL RISKS.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN OPERATING BUSINESS.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

BECAUSE WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE MERGER”, FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING BUSINESS; OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR COMMON STOCK.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended. Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

WE WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

As of April 30, 2009, we had $4,253 in cash on hand, a net income of $9,544 and a stockholders’ deficit of $4,050,503, causing our auditors to express their doubt as to our ability to continue as a going concern. We will be required to seek additional financing in the future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development and deployment, respond to competitive pressures, develop new or enhanced products, or take advantage of unanticipated acquisition opportunities. We cannot be certain we will be able to find such additional financing on reasonable terms, or at all. If we are unable to obtain additional financing when needed, we could be required to modify our business plan in accordance with the extent of available financing.

IF WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD THREATEN OUR FUTURE GROWTH.

If we make any acquisitions, we could have difficulty assimilating the operations, technologies and products acquired or integrating or retaining personnel of acquired companies. In addition, acquisitions may involve entering markets in which we have no or limited direct prior experience. The occurrence of any one or more of these factors could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition, pursuing acquisition opportunities could divert our management’s attention from our ongoing business operations and result in decreased operating performance. Moreover, our profitability may suffer because of acquisition-related costs or amortization of acquired goodwill and other intangible assets. Furthermore, we may have to incur debt or issue equity securities in future acquisitions. The issuance of equity securities would dilute our existing stockholders.

IF WE CANNOT ATTRACT, RETAIN, MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL, OUR ABILITY TO COMPETE WILL BE IMPAIRED.

Many of our current and potential competitors have more employees than we do. Our success depends in large part on our ability to attract, retain and motivate highly qualified management and technical personnel. We face intense competition for qualified personnel. The industry in which we compete has a high level of employee mobility and aggressive recruiting of skilled personnel. If we are unable to continue to employ our key personnel or to attract and retain qualified personnel in the future, our ability to successfully execute our business plan will be jeopardized and our growth will be inhibited.

BECAUSE OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.

If our directors or officers become exposed to liabilities invoking the indemnification provisions, we could be exposed to additional non-reimbursable costs, including legal fees. Our articles of incorporation and bylaws provide that our directors and officers will not be liable to us or to any shareholder and will be indemnified and held harmless for any consequences of any act or omission by the directors and officers unless the act or omission constitutes gross negligence or willful misconduct. Extended or protracted litigation could have a material adverse effect on our cash flow.

OUR STOCK PRICE MAY BE VOLATILE.

The market price of our common stock will likely fluctuate significantly in response to the following factors, some of which are beyond our control:

●

Variations in our quarterly operating results;

●

Changes in financial estimates of our revenues and operating results by securities analysts;

●

Changes in market valuations of telecommunications equipment companies;

●

Announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

●

Additions or departures of key personnel;

●

Future sales of our common stock;

●

Stock market price and volume fluctuations attributable to inconsistent trading volume levels of our stock;

●

Commencement of or involvement in litigation.

In addition, the equity markets have experienced volatility that has particularly affected the market prices of equity securities issued by technology companies and that often has been unrelated or disproportionate to the operating results of those companies. These broad market fluctuations may adversely affect the market price of our common stock.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.

We have not paid any dividends on our Common Stock since inception and do not anticipate paying any dividends on our Common Stock in the foreseeable future. Instead, we intend to retain any future earnings for use in the operation and expansion of our business.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Properties

We do not own or lease any properties and at this time have no agreements to own or lease any properties in the near future.

Item 3. Legal Proceedings

The Company is not party to any legal proceedings nor is it aware of any investigation, claim or demand made on the Company that may reasonably result in any legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information. Our Common Stock is traded on the over-the-counter securities market, the Pink Sheets, through the Financial Industry Regulatory Authority Automated Quotation Bulletin Board System, under the symbol "PVNC". Any trading has been sporadic and there has been no meaningful trading volume. Any investment in our Company should be considered extremely risky as we are a shell company with no business operations and no revenues.

(a) Capital Stock

Common Stock:

The Company is authorized by its Certificate of Incorporation, as amended, to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of Common Stock, par value $0.01 per share (the “Common Stock”). As of the date hereof, 97,872,933 shares of Common Stock are issued and outstanding, and there are approximately 471 holders of record of the Common Stock.

The Common Stock is not listed on a publicly-traded market or exchange.

Preferred Stock:

Our Certificate of Incorporation authorizes the issuance of up to 2,000,000 shares of preferred stock, par value $0.01 per share and 8,000,000 shares of Preferred stock, par value of $0.001 (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.

(b) Market Information. Our Common Stock is no longer traded on the over-the-counter securities market. It had previously been traded on the OTC Bulletin Board under the symbol "PVNC".

Warrants:

For the years ended April 30, 2009 and 2008 the Company issued fully vested warrants totaling 45,000,000 and 10,000,000, respectively.

For the year ended April 30, 2009:

On August 29, 2008, the Company issued 20,000,000 fully vested warrants to Paragon Capital LP for a consideration of $20,000. The options are exercisable over a three year period at $0.01 each to purchase 20,000,000 shares of common stock.

On October 8, 2008, the Company issued 10,000,000 fully vested warrants to Paragon Capital LP for a consideration of $10,000. The options are exercisable over a three year period at $0.005 each to purchase 10,000,000 shares of common stock.

On January 28, 2009, the Company issued 15,000,000 fully vested warrants to Paragon Capital LP for a consideration of $15,000. The options are exercisable over a three year period at $0.005 each to purchase 15,000,000 shares of common stock. There were no other options granted or exercised by the directors and executive officers outstanding as of April 30, 2009.

As of April 30, 2009, the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 52,872,933 shares. The Company’s Chief Executive Officer, Alan P. Donenfeld, as a beneficial owner for securities held by Paragon Capital LP, holds Warrants that are exercisable into 55,000,000 common shares of the Company. Unless and until there is enough authorized common stock available to cover all common stock equivalents, Mr. Donenfeld and Paragon Capital LP will not exercise any of their warrants.

For the year ended April 30, 2008:

The Company issued 10,000,000 fully vested warrants to Paragon Capital LP for a consideration of $10,000. The options are exercisable over a three year period at $0.01 each to purchase 10,000,000 shares of common stock.

There were no other options granted or exercised by the directors and executive officers outstanding as of April 30, 2008.

(d) Dividends. We have never paid any cash dividends on common stock and do not contemplate the payment of cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

As of and for the year ended April 30, 2009

As of April 30, 2009, the authorized common stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.01 and 2,000,000 shares of preferred stock with a par value of $0.01 and 8,000,000 shares of preferred stock with a par value of $0.001.

During the year ended April 30, 2007, the Company issued 1,000,000 restricted shares of preferred stock valued at $40,000 to Mr. Goldsmith. The shares were convertible into two shares of common stock. These preferred shares were cancelled during the year ended April 30, 2008.

As of and for the year ended April 30, 2008

As of April 30, 2008, the authorized common stock of the Company consists of 100,000,000 shares of common stock with a par value of $0.01 and 2,000,000 shares of preferred stock with a par value of $0.01 and 8,000,000 shares of preferred stock with a par value of $0.001.

On April 15, 2008, the Company purchased and cancelled 1,000,000 of the preferred shares and 2,000,000 warrants from a prior officer of the Company for partial consideration of $605,420 under the Agreement and Release dated February 5, 2008.

On February 19, 2008, the Company issued 165,000 restricted shares of common stock to one individual for cash. These shares were valued at $1,000 (an average of approximately $.006 per share).

On December 31, 2007, the Company issued 71,428,571 restricted shares of common stock to a company for cash. These shares were valued at $250,000 (an average of approximately $.0035 per share).

On December 31, 2007, the Company issued 700,000 restricted shares of common stock to one individual for cash. These shares were valued at $5,000 (an average of approximately $.01 per share).

On December 31, 2007, the Company issued 100,000 restricted shares of common stock to one individual for services. These shares were valued at $2,000 (an average of approximately $.02 per share).

On December 3, 2007, the Company issued 500,000 restricted shares of common stock to one individual for cash. These shares were valued at $5,000 (an average of approximately $.01 per share).

On October 25, 2007, the Company sold 100,000 restricted shares of common stock to one individual for cash. These shares were valued at $1,000 (an average of approximately $.01 per share).

On October 15, 2007, the Company sold 200,000 restricted shares of common stock to one individual for cash. These shares were valued at $2,000 (an average of approximately $.01 per share).

On October 15, 2007, the Company issued 700,000 restricted shares for consulting services performed in prior periods. These shares were valued at $40,000 (an average of approximately $0.06 per share).

On September 25, 2007, the Company sold 1,465,000 restricted shares of common stock to several individuals for cash. These shares were valued at $15,500 (an average of approximately $.01 per share).

On August 20, 2007, the Company sold a total of 545,000 restricted shares of common stock to one individual for cash. These shares were valued at $8,000 (an average of approximately $.01 per share).

On June 19, 2007, the Company sold a total of 250,000 restricted shares of common stock to one individual for cash. These shares were valued at $5,000 (an average of approximately $.02 per share).

Related Party Transactions

During the year ended April 30, 2009, the Company granted 45,000,000 warrants to Paragon Capital LP who holds majority interest in the Company. The Company received $45,000 cash as consideration for the warrants.

For the years ended April 30, 2009 and 2008, officer compensation totaled $0 and $76,124, respectively. Of the respective amounts approximately fifty percent (50%) was attributable to discontinued operations since a portion of the expense was related to the operations of the ATM division, which was conveyed to Mr. Goldsmith on October 31, 2008.

For the years ended April 30, 2009 and 2008, $0 and $38,062 of officer compensation was included as continuing operations.

During the year ended April 30, 2008, the Company incurred $24,114 in consulting expense paid to Mr. Goldsmith, the previous officer of the Company and shareholder.

During the year ended April 30, 2008, the Company granted 10,000,000 warrants to Paragon Capital LP who holds majority interest in the Company. The Company received $10,000 cash as consideration for the warrants.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with "Selected Historical Financial Data" and our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under "Risk Factors” and elsewhere in this Annual Report.

Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

·	discuss our future expectations;

·	contain projections of our future results of operations or of our financial condition; and

·	state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this Annual Report. See "Risk Factors."

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Prevention Insurance” in this Annual Report collectively refers to the Company.

A. Plan of Operations for the Coming Year

As of April 30, 2009, 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, 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.

We will attempt to locate and negotiate with a business entity for the merger of that target business into the Company. In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business.

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.

We will not restrict our search for any specific kind of businesses, but may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.

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 Board of Directors has passed a resolution which contains a policy that we will not seek an acquisition or merger with any entity in which our officer, director, stockholders or his affiliates or associates serve as officer or director or hold more than a 10% ownership interest.

B. Discussion of Financial Condition and Results of Operations.

We have, and will continue to have, no capital with which to provide the owners of business opportunities. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. Our officer and director have not conducted market research and are not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. Due to the plan of operations the historical results do not show or provide any trends with which the Company can forecast the future of the Company.

Our audit reflects the fact that we do not have sufficient revenue to cover expenses. Our condition is at present under-capitalized. We have been able to pay off all of our payables as agreed. Further, that without realization of additional capital, it would be unlikely for the Company to continue as a going concern; we have previously sustained ourselves through commission income of ATM machine sales, although the Company has divested itself of the ATM machine sales operations as of October 31, 2008.

We have received a small amount of capital from existing shareholders through periodic stock sales and warrant sales. We may also seek out private equity capital or a strategic partner as possible sources of financing. While we currently have minimal cash, it is anticipated that at least for the near term our controlling shareholder, Paragon Capital LP, will invest at least $15,000 and in exchange we will issue warrants purchasing our common stock. Additional warrants will be sold to fund our operations going forward until we are able to raise larger amounts of capital and complete a business combination. Upon the closing of a business combination and a possible financing, we plan to pay Mr. Goldsmith $400,000 or issue 1,600,000 shares of our common stock, regardless of any stock splits for a period from four years from the date of the issuance of the stock, net of any liabilities not covered in the conveyance of Quick Pay, as the final consideration for amounts owed to him, for the cancellation of his preferred stock and warrants.

Our only operation, Quick Pay, has been discontinued and was conveyed to Mr. Goldsmith on October 31, 2008. We are not allocating any additional capital to Quick Pay. At April 30, 2008, Quick Pay had net liabilities of $58,485, net of related assets. Regardless of the amount of the net liabilities at October 31, 2008, Quick Pay’s net liabilities amount was eliminated from our balance sheet and is not anticipated to result in any further risk or liability.

Since we divested our only operating division historical results provide no meaningful trend analysis for future financial results.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

-----------------------------------------------------------------------------------------------------------

F1 INDEPENDENT AUDITOR'S REPORT – 2009 and 2008

F3 BALANCE SHEETS

F4 STATEMENTS OF OPERATIONS

F5 STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)

F6 STATEMENTS OF CASH FLOWS

F7 NOTES TO THE FINANCIAL STATEMENTS

-----------------------------------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Prevention Insurance.com:

We have audited the accompanying balance sheet of Prevention Insurance.com as of April 30, 2008 and the related statements of operations, stockholders’ deficit, and cash flows for of the year ended April 30, 2008. 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 required that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 evaluation 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 Prevention Insurance.com as of April 30, 2008, and the results of its operations and its cash flows for the year ended April 30, 2008, in conformity with generally accepted accounting principles in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has limited operations and continued net losses. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LYNDA R. KEETON CPA, LLC

Lynda R. Keeton CPA, LLC

Henderson, NV

August 14, 2008, except for Footnote 8, as to which the date is August 12, 2009

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Prevention Insurance.com

We have audited the accompanying balance sheet of Prevention Insurance.com (“the Company”) as of April 30, 2009 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended. 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 misstatement. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 April 30, 2009 and the results of its operations and its cash flows for the year then ended, 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 9 to the financial statements, as of April 30, 2009, 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, 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. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Conner & Associates, PC

CONNER & ASSOCIATES, PC

Newtown, Pennsylvania

10 August 2009

F-2

PREVENTION INSURANCE.COM
BALANCE SHEETS


ASSETS
	April 30, 2009			April 30, 2008

Current assets
Cash	$	4,253		$	9,440

Total current assets		4,253			9,440

Total assets	$	4,253		$	9,440

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities
Accounts payable	$	8,754		$	-
Net liabilities to be spun-off, net of related assets of $0 and $59,800.		-			58,485
Contingent liability		-			10,000
Due to shareholder		400,000			400,000
Total current liabilities		408,754			468,485

Total liabilities	$	408,754		$	468,485

Commitments and contingencies		-			-

Stockholders' deficit
Preferred stock, par value $0.001; 8,000,000 shares authorized; zero shares issued		-			-
Preferred stock, par value $0.01; 2,000,000 shares authorized: zero shares issued		-			-
Common stock, $0.01 par value; 100,000,000 shares authorized;
97,872,933 shares issued and outstanding		978,730			978,730
Additional paid in capital		2,720,226			2,675,226
Treasury stock, 24,142 shares, at cost		(52,954	)		(52,954	)
Accumulated (deficit)		(4,050,503	)		(4,060,047	)
Total stockholders' (deficit)		(404,501	)		(459,045	)

Total liabilities and stockholders' (deficit)	$	4,253		$	9,440


The accompanying notes are an integral part of these financial statements.

F-3

PREVENTION INSURANCE.COM
STATEMENTS OF OPERATIONS

	For the Years Ended
	April 30,

	2009			2008

Revenue	$	-		$	-

Operating expenses
General and administrative		37,620			49,614
Officers compensation		-			38,062
Total operating expenses		37,620			87,676

Operating loss from continuing operations		(37,620	)		(87,676	)

Other income (expense)
Other income		-			29,964
Gain on contingency		10,000			-
Total other income (expense)		10,000			29,964

Loss from continuing operations		(27,620	)		(57,712	)

Discontinued operations
Gain on disposal of operating activity		59,914			-
Loss on discontinued operations		(22,750	)		(107,316	)
Income (loss) from discontinued operations		37,164			(107,316	)

Net income (loss)	$	9,544		$	(165,028	)

Earnings per commons share - basic and dilutive:
Income (loss) from continuing operations	$	(0.0003	)	$	(0.0012	)
Income (loss) from discontinued operations	$	0.0004		$	(0.0022	)
Net income (loss)	$	0.0001		$	(0.0034	)

Weighted average common shares outstanding
Basic and dilutive		97,872,933			47,838,685


The accompanying notes are an integral part of these financial statements.

F-4

PREVENTION INSURANCE.COM
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


											Additional									Stockholders'
	Preferred Stock						Common Stock				Paid -In			Treasury			Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			(Deficit)

Balance, April 30, 2007		1,000,000		$	10,000			21,719,362	$	217,194	$	3,687,682		$	(52,954	)	$	(3,895,019	)	$	(33,097	)

Stock issued for cash								3,925,000		39,250		3,250									42,500
Stock issued for services								800,000		8,000		34,000									42,000
Stock issued for cash - purchase agreement								71,428,571		714,286		(464,286	)								250,000
Issuance of warrants for cash to shareholder												10,000									10,000
Preferred shares cancelled - agreement and release		(1,000,000	)		(10,000	)						(595,420	)								(605,420	)
Net (loss)																		(165,028	)		(165,028	)

Balance, April 30, 2008				$	-			97,872,933	$	978,730	$	2,675,226		$	(52,954	)	$	(4,060,047	)	$	(459,045	)

Issuance of warrants for cash to shareholder										-		45,000									45,000
Net income																		9,544			9,544

Balance, April 30, 2009				$	-			97,872,933	$	978,730	$	2,720,226		$	(52,954	)	$	(4,050,503	)	$	(404,501	)

The accompanying notes are an integral part of these financial statements.

F-5

PREVENTION INSURANCE.COM
STATEMENTS OF CASH FLOWS


	For the year ended April 30,
	2009			2008
Cash flows from operating activities:
Net Income (loss)	$	9,544		$	(165,028	)
Adjustments to reconcile net loss to provided by operating activities:
Stock issued for services		-			42,000
Gain on disposal of operating activity		(59,914	)		-
Gain on contingency		(10,000	)		10,000
Changes in assets and liabilities:
Assets		-			5,228
Accounts payable		8,754			(238,430	)
Net cash used by operating activities		(51,616	)		(346,230	)

Cash flows from investing activities:
Change in net liabilities spun-off		1,428			58,485
Net cash provided by investing activities		1,428			58,485

Cash flows from financing activities:
Proceeds from issuance of common stock		-			292,500
Proceeds from issuance of warrants		45,000			10,000
(Decrease) in acquisition liability		-			(22,000	)
Net cash provided by financing activities		45,000			280,500

Net change in cash		(5,187	)		(7,245	)

Cash, beginning of year		9,440			16,685

Cash, end of year	$	4,253		$	9,440

Supplemental cash flow disclosures:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Supplemental non-cash investing and financing activities:
Consideration given for cancelation of preferred shares and warrants	$	-		$	605,420

The accompanying notes are an integral part of these condensed financial statements.

F-6

PREVENTION INSURANCE.COM

NOTES TO FINANCIAL STATEMENTS

April 30, 2009 and 2008

____________________________________________________________________________________________________________

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. Since 2005, the Company added a second line of business and has been focused on its development of its ATM machine sale operations. On December 28, 2007, the Company entered into an agreement where 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 April 30, 2009, 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, 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 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 accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly 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. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of April 30, 2009 and 2008.

Fair Value of Financial Instruments

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

Net Loss Per Share Calculation

In February 1997, the FASB issued SFAS No. 128, “Earnings per Share.” 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 shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. For the year ended April 30, 2009, the Coompany did not have enough authorized and issued common shares to cover the 55,000,000 warrants that were granted. Until such time that the Board of Directors authorized an increase in the authorized number of common shares to cover the 55,000,000 warrants, the weighted average number of shares for the basic and diluted calculations will remian the same. For the year ended April 30,2008, the Company has sustained losses, which would make use of equivalent shares such as convertible preferred stock and warrants anti-dilutive.

The weighted-average number of common shares outstanding for computing basic EPS for the years ended April 30, 2009 and April 30, 2008 were 97,872,933 and 47,838,685, respectively.

F-7

Revenue Recognition

For the years ended April 30, 2009 and 2008, the Company did not realize any revenue from continuing operations. Commission income from the sale of ATM machines was recognized at the time of sale. This commission income is presented as part of the loss from discontinued operations.

Stock Based Compensation

In December 2004, SFAS No. 123 (revised 2004), "Share-Based Payment"("SFAS 123(R)") was issued. The Company applies SFAS 123(R) in accounting for stock options issued to employees. For stock options and warrants issued to non-employees, the Company applies SFAS No. 123(R), Accounting for Stock-Based Compensation, which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model.

During the year ended April 30, 2009, the Company did not issue any shares for services.

During the year ended April 30, 2008, 800,000 common shares were issued as payment of services rendered totaling $42,000 (See Note 4 “Stockholders’ Equity” for additional information).

During the fiscal year ended April 30, 2007, 2,000,000 warrants were issued to officers with a $0.10 exercise price, 5 year term, an applied 297% volatility based on historical data, which resulted in the Black-Scholes calculated value of $44,350 as expense during the year in accordance with SFAS 123(R). The Company used a 2.5 year term for purposes of calculating the Black-Scholes value. These warrants were cancelled upon signing the Agreement and Release between Paragon Capital LP, Prevention Insurance.com and Mr. Goldsmith dated February 5, 2008.

During the years ended April 30, 2009 and 2008, the Company did not issue any options as stock based compensation to any officers, directors, or non-employees.

Income Taxes

Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "Accounting for Income Taxes," and clarified by FIN 48, "Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Recently Issued Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60.” SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of SFAS 163 will have a material impact on its financial condition or results of operation.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. SFAS 162 will be effective 60 days after the Security and Exchange Commission approves the Public Company Accounting Oversight Board’s amendments to AU Section 411. The Company does not anticipate the adoption of SFAS 162 will have an impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” (SFAS “161”) as amended and interpreted, which requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation

F-8

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 which applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement is effective for annual periods beginning after December 15, 2008. The Company does not expect the adoption of SFAS 161 will have a material impact on its financial condition or results of operation

2. NET LIABILITIES TO BE SPUN OUT

During the year ended April 30, 2008, in association with the change of control, management of the Company made the decision to divest the division related to the sale of ATM machines known as Quick Pay. The Company obtained an appraisal for Quick Pay which resulted in an approximate value of $50,000.

During the year ended April 30, 2009, the divestiture took place and was consideration for satisfaction of all the issued and outstanding shares of preferred stock, warrants and liabilities held by the former Chief Executive Officer, Chief Financial Officer and Director of the Company, Mr. Goldsmith.

The following is a summary of the net assets at April 30, 2008:

April 30, 2008
Cash	$	57,232
Accounts receivable		2,568
Current Assets		59,800
Total Assets		59,800
Total Liabilities		(118,285	)
Net liabilities held for sale	$	58,485

The following is a summary of activities from discontinued operations for the year ended April 30, 2009 and 2008:

	Years ended April 30,
	2009			2008

Commission revenue	$	115,517		$	140,507
Operating expenses		(138,267	)		(247,823	)

Loss from discontinued operations	$	(22,750	)	$	(107,316	)

3. STOCKHOLDERS’ EQUITY

As of and for the year ended April 30, 2009

F-9