Apple iSports Group, Inc. - Annual Report: 2011 (Form 10-K)
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, 2011
| ¨ 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, 22nd 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)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 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 o 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 o 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 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 (§ 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 o No o
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. x
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 the last business day of the Issuer’s most recently completed fiscal year April 30, 2011, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $351,022.50.
As of July 27, 2011, there were 995,074 shares of Common Stock, $0.0001 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE:
None
|
PAGE
|
|||
|
1
|
|||
|
7
|
|||
|
7
|
|||
|
7
|
|||
|
7
|
|||
|
7
|
|||
|
7
|
|||
|
8
|
|||
|
8
|
|||
|
12
|
|||
|
12
|
|||
|
13
|
|||
|
13
|
|||
|
14
|
|||
|
14
|
|||
|
16
|
|||
|
16
|
|||
|
17
|
|||
|
18
|
|||
| PART IV | |||
|
20
|
|||
CERTIFICATIONS
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.
Business Development & Business Overview
Prevention Insurance.com (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.
From inception until early 1999, the Company’s principal business consisted of the sale and distribution of our own formulations of specific vitamins and nutritional supplements, and of various other health and personal care products. 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. 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 terminated all business activities associated with the distribution of individual vitamins and dietary supplements. We did, however, retain our insurance agency license, our Prevention Insurance website and ownership rights in certain trademarks.
In 2005, the Company added a second line of business focused on the development of ATM machine sale operations. On December 28, 2007, the Company entered into a letter agreement (the “Letter Agreement”), with Paragon Capital LP (“Paragon”) and Scott Goldsmith, which after the satisfaction of the terms of the Letter Agreement, would result in a change in control of the Company. In connection with the terms of the Letter Agreement, the Company and Paragon entered into a stock purchase agreement (the “Purchase Agreement”) pursuant to which Paragon purchased an aggregate of 71,428,571 shares of the Company’s common stock, par value $0.01 per share (the “Old Common Stock”) for an aggregate purchase price equal to $250,000. As provided pursuant to the terms of the Purchase Agreement, our current sole officer and director, Alan P. Donenfeld, was elected to the Board of Directors of the Company and appointed to serve as the Company’s President, Chief Executive Officer and Chief Financial Officer.
On February 5, 2008, in connection with the transactions contemplated by the Letter Agreement, Mr. Goldsmith, Paragon and the Company signed an agreement and release (the “Release”), which provided for, among other items, (a) cancellation of 1,000,000 shares of the Company’s preferred stock, par value $0.01 per share (the “Old Preferred Stock”), issued in the name of Mr. Goldsmith, (b) cancellation of warrants to purchase up to 2,000,000 shares of the Company’s Old Common Stock, 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 the Old 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 merger.
On September 22, 2009, the Company issued 1,600,000 shares of its Old Common Stock to Scott Goldsmith in satisfaction of the $400,000 payment required pursuant to the Release.
On March 8, 2010, the Company, Paragon and Scott Goldsmith entered into an agreement (the “Agreement”) whereby the Company paid Goldsmith $65,000 in consideration for the following: 1) Paragon transferred ownership to Goldsmith of a warrant, issued to Paragon on April 30, 2008 (originally due April 30, 2010) (the “April 30, 2008 Warrant”), to purchase 10,000,000 shares of the Company’s Old Common Stock at an exercise price of $0.01 per share; 2) the Company extended the maturity date of the April 30, 2008 Warrant from April 30, 2010 to April 30, 2012, pursuant to a warrant extension agreement; and 3) Goldsmith agreed to cancel Paragon’s requirement to issue 4,000,000 warrants to Goldsmith pursuant to the parties’ Settlement and Release Agreement dated February 5, 2008.
On April 27, 2011, the Company amended its articles of incorporation to (1) effect a one for one hundred (1:100) reverse stock split of its Old Common Stock (the “Reverse Split”) and (2) change the par value of the capital stock of the Company such that the Company has 100,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”) authorized.
As a result of the Reverse Split, each one hundred (100) shares of Old Common Stock of the Company issued and outstanding or held as unissued immediately prior to the Reverse Split was automatically without any action on the part of the holder thereof, reclassified and changed into one (1) share of Common Stock. Upon the conversion of the Old Common Stock, any fractional shares were disregarded and rounded up to the nearest whole number of shares of Common Stock. In addition, the total number of issued and outstanding warrants of the Company and the related exercise prices were adjusted in accordance with the Reverse Split ratio.
Current Business and Plan of Operations
Under SEC Rule 12b-2 under the Exchange Act, the Company qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
The Company’s 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 its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the supervision of our management and the Company’s principal shareholders. Current or future management of the Company may decide to hire outside consultants to assist in the investigation and selection of business opportunities, and might pay a finder’s fee, in stock or in cash, as allowed by law. Since the Company has no current plans to use any outside consultants, no criteria or policies have been adopted.
As of the date of the period covered by this report, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced; and
(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities 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. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In evaluating a prospective business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. The costs associated with hiring third parties to complete a business combination target may be significant and are difficult to determine as such costs may vary depending on a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company and the size and the complexity of the target company. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our participation.
We fully anticipated that business opportunities will come to the Company’s attention from various sources. These sources may include, but not be limited to, its principal shareholders, professional advisors such as attorneys and accountants, securities broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that our majority shareholder, Paragon, or certain of its affiliates may introduce a business combination target to us. Alan Donenfeld, our sole officer and director, is also the managing member of the General Partner of Paragon.
It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations.
The Company believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders, acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates who have a need for an immediate cash infusion are not likely to find a potential business combination with the Company to be an attractive alternative.
The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company and the size and complexity of the business of the target company are all factors that determine the costs associated with completing a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business combination that is not ultimately completed will result in a loss to us.
Competition
In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses.
Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.
If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of our target business’ competitors are likely to be significantly larger and have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.
Acquisition Structure
It is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization, and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, the present management, board of directors and stockholders of the Company most likely will not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, the Company’s existing management and directors may resign and new management and directors may be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest (i.e. 80% or more) of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such reorganization. Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the principal shareholders. The Company does not intend to supply disclosure to shareholders concerning a target company prior to the consummation of a business combination transaction, unless required by applicable law or regulation. In the event a proposed business combination involves a change in majority of directors of the Company, the Company will file and provide to shareholders a Schedule 14F-1, which shall include, information concerning the target company, as required. The Company will file a current report on Form 8-K, as required, within four business days of a business combination which results in the Company ceasing to be a shell company. This Form 8-K will include complete disclosure of the target company, including audited financial statements.
It is anticipated that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available, from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter. The issuance of substantial additional securities and their potential sale into any trading market that might develop in the Company’s securities may have a depressive effect upon such market.
The present majority stockholder of the Company will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all or a majority of the Registrant's directors may resign and one or more new directors may be appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms normally found in an agreement of that type.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial costs for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to procure such goods and services.
The Company intends to search for a target for a business combination by contacting various sources including, but not limited to, our affiliates, lenders, investment banking firms, private equity funds, consultants and attorneys. The approximate number of persons or entities that will be contacted is unknown and dependant on whether any opportunities are presented by the sources that we contact. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
We presently have no employees apart from our management. Our sole officer and director is engaged in outside business activities and is employed on a full-time basis by Paragon. Our sole officer and director anticipates that he will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and therefore the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officer and director of the Company. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
Our current administrative office is located at; c/o Paragon Capital LP 110 East 59th Street, 22nd Floor, New York, NY 10022.
Investment Company Act and Other Regulations
The Company may participate in a business opportunity by purchasing, trading or selling the securities of such business. The Company does not, however, intend to engage primarily in such activities. Specifically, the Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.
Section 3(a) of the Investment Act contains the definition of an “investment company,” and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading “investment securities” (defined as “all securities other than government securities or securities of majority-owned subsidiaries”) the value of which exceeds 40% of the value of its total assets (excluding government securities, cash or cash items). The Company intends to implement its business plan in a manner which will result in the availability of this exception from the definition of “investment company.” Consequently, the Company’s participation in a business or opportunity through the purchase and sale of investment securities will be limited.
The Company’s plan of business may involve changes in its capital structure, management, control and business, especially if it consummates a reorganization as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since the Company will not register as an investment company, stockholders will not be afforded these protections.
Any securities which the Company might acquire in exchange for its Common Stock are expected to be “restricted securities” within the meaning of the Securities Act of 1933, as amended (the “Act”). If the Company elects to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the U. S. Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale. Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, the Company would be required to comply with the provisions of the Act to effect such resale.
An acquisition made by the Company may be in an industry which is regulated or licensed by federal, state or local authorities. Compliance with such regulations can be expected to be a time-consuming and expensive process.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
None.
The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no charge and management of the Company determined it to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.
Our Common Stock is quoted on the OTCQB under the trading symbol “PVNC”. The OTCQB is a quotation system and not a national securities exchange, and many companies have experienced limited liquidity when traded through this quotation system. 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”, as defined under the Exchange Act, with no business operations and no revenues.
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. As of July 27, 2011 there were 995,074 shares of Common Stock issued and outstanding, and there are approximately 467 holders of record of the Common Stock.
Preferred Stock:
Our Certificate of Incorporation, as amended, authorizes the issuance of up to 10,000,000 shares of Preferred Stock. The Company has not yet issued any of its Preferred Stock.
Dividend Policy
The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
On June 4, 2010, pursuant to a Securities Purchase Agreement, dated June 4, 2010 (the "June Purchase Agreement"), in exchange for an advance to the Company for an aggregate amount equal to $20,000, the Company issued to Paragon a warrant (the “June Warrant”) to purchase up to an aggregate of 20,000 shares of the Company’s Common Stock at an exercise price of $0.50 per share as adjusted to account for the Reverse Split effective April 27, 2011.
The June Warrant is exercisable from the date of issuance until three years from the date of the closing of the transaction. The descriptions of the June Purchase Agreement and the June Warrant are intended to be a summary only and are qualified in their entirety by the terms of the June Purchase Agreement and June Warrant attached as Exhibits 10.1 and 4.1 to the Company’s Form 10-K filed on August 6, 2010 and incorporated herein by this reference.
On November 4, 2010, pursuant to a Securities Purchase Agreement, dated November 4, 2010 (the "November Purchase Agreement"), in exchange for an advance to the Company for an aggregate amount equal to $20,000, the Company issued to Paragon a warrant (the “November Warrant”) to purchase up to an aggregate of 20,000 shares of the Company’s Common Stock at an exercise price of $0.50 per share as adjusted to account for the Reverse Split effective April 27, 2011.
The November Warrant expires three years from the date of issuance of the warrant, or, if such date falls on a day other than a business day or on which trading does not take place on the principal market, the next trading day. The descriptions of the November Purchase Agreement and the November Warrant are intended to be a summary only and are qualified in their entirety by the terms and conditions of the November Purchase Agreement and November Warrant filed as Exhibits 10.1 and 4.1, respectively, to the Company’s Form 8-K filed on November 8, 2010 and incorporated herein by this reference.
The Company issued the June Warrant and November Warrant without registration under the Securities Act of 1933, as amended (the “Securities Act”), by the exemption from registration afforded the Company under Section 4(2) of the Securities Act due to the fact that the issuances did not involve a public offering of securities.
Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial Data
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
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 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
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 use of funds in our treasury, 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 $4,899 in its treasury. 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 dependant 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.
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 even the limited additional capital which we will have and/or 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.
We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses. However, if we do, at present, we contemplate that at least one of the third parties who may introduce business combinations to us may be our majority shareholder, Paragon, or certain of its affiliates. Alan Donenfeld, our sole officer and director is also the managing member of the General Partner of Paragon. There is currently no signed agreement or preliminary agreements or understandings between us and Paragon. Any finders fees paid to Paragon will be comparable with unaffiliated third party fees.
Liquidity and Capital Resources
As of April 30, 2011, the Company had assets equal to $7,808, comprised exclusively of cash. This compares with assets of $4,060, comprised exclusively of cash, as of April 30, 2010. The Company’s current liabilities as of April 30, 2011 totaled $30,950 comprised of $10,950 of accounts payable and $20,000 due to a related party. This compares with total liabilities of $21,911 comprised exclusively of accounts payable, as of April 30, 2010. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
As of April 30, 2011, the Company received an aggregate of $20,000 from Paragon to pay for fees and expenses. There is no written agreement in effect with respect to the repayment of such advances.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the fiscal years ended April 30, 2011 and 2010.
|
Fiscal Year
Ended
April 30, 2011
|
Fiscal Year
Ended
April 30, 2010
|
|||||||
|
Net Cash (Used in) Operating Activities
|
$ | (56,252 | ) | $ | (90,193 | ) | ||
|
Net Cash (Used in) Investing Activities
|
- | - | ||||||
|
Net Cash Provided by Financing Activities
|
$ | 60,000 | $ | 90,000 | ||||
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
$ | 3,748 | $ | (193 | ) | |||
Our audit reflects the fact that we do not have sufficient revenue to cover expenses. Our condition is at present under-capitalized. 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. 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.
As of and for the two year period ended April 30, 2011, our auditors have issued a going concern opinion on our financial statements.
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 fiscal years ended April 30, 2011 and 2010. 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.
For the fiscal year ended April 30, 2011, the Company had a net loss of $45,291 comprised exclusively 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 fiscal year ended April 30, 2010, the Company had a net loss of $103,350 comprised exclusively 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.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Audited financial statements begin on the following page of this report.
PREVENTION INSURANCE.COM
INDEX TO FINANCIAL STATEMENTS
|
|
Page
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
|
BALANCE SHEETS
|
F-3
|
|
STATEMENTS OF OPERATIONS
|
F-4
|
|
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
|
F-5
|
|
STATEMENTS OF CASH FLOWS
|
F-6
|
|
NOTES TO THE FINANCIAL STATEMENTS
|
F-7
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Prevention Insurance.com
New York, New York
We have audited the accompanying balance sheets of Prevention Insurance.com (“the Company”) as of April 30, 2011 and 2010 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years 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, 2011 and 2010 and the results of its operations and its cash flows for the years 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 1 & Note 7 to the financial statements, the Company is a shell company as defined in Rule 12b-2 of the Exchange Act. The Company realized a net loss of $45,291 for the year ended April 30, 2011 along with an accumulated deficit of $4,199,144 as of April 30, 2011. 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
|
|
|
27 July 2011
|
| PREVENTION INSURANCE.COM |
|
BALANCE SHEETS
|
|
April 30, 2011
|
April 30, 2010
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 7,808 | $ | 4,060 | ||||
|
Total current assets
|
7,808 | 4,060 | ||||||
|
Total assets
|
$ | 7,808 | $ | 4,060 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable
|
$ | 10,950 | $ | 21,911 | ||||
|
Due to related party
|
20,000 | - | ||||||
|
Total current liabilities
|
30,950 | 21,911 | ||||||
|
Total liabilities
|
$ | 30,950 | $ | 21,911 | ||||
|
Commitments and contingencies
|
||||||||
|
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; 995,074 shares issued and outstanding
|
100 | 100 | ||||||
|
Additional paid in capital
|
4,228,856 | 4,188,856 | ||||||
|
Treasury stock, 24,142 shares, at cost
|
(52,954 | ) | (52,954 | ) | ||||
|
Accumulated (deficit)
|
(4,199,144 | ) | (4,153,853 | ) | ||||
|
Total stockholders' equity (deficit)
|
(23,142 | ) | (17,851 | ) | ||||
|
Total liabilities and stockholders' equity (deficit)
|
$ | 7,808 | $ | 4,060 | ||||
|
PREVENTION INSURANCE.COM
|
||||
|
STATEMENTS OF OPERATIONS
|
|
For the Years Ended
|
||||||||
|
April 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenue
|
$ | - | $ | - | ||||
|
Cost of sales
|
- | - | ||||||
|
Gross profit
|
- | - | ||||||
|
Operating expenses
|
||||||||
|
General and administrative
|
45,291 | 103,350 | ||||||
|
Total operating expenses
|
45,291 | 103,350 | ||||||
|
Loss from operations
|
(45,291 | ) | (103,350 | ) | ||||
|
Provision (benefit) for income taxes
|
- | - | ||||||
|
Net loss
|
$ | (45,291 | ) | $ | (103,350 | ) | ||
|
Loss per common shares - basic and dilutive
|
$ | (0.05 | ) | $ | (0.11 | ) | ||
|
Weighted average common shares outstanding Basic and dilutive
|
994,729 | 979,763 | ||||||
|
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, 2009
|
- | - | 978,729 | 98 | 3,698,858 | (52,954 | ) | (4,050,503 | ) | (404,501 | ) | |||||||||||||||||||||
|
Issuance of warrants for cash to shareholder
|
- | - | - | - | 90,000 | - | - | 90,000 | ||||||||||||||||||||||||
|
Stock issued for conversion of note
|
- | - | 16,000 | 2 | 399,998 | - | - | 400,000 | ||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | (103,350 | ) | (103,350 | ) | |||||||||||||||||||||||
|
Balance, April 30, 2010
|
- | - | 994,729 | 100 | 4,188,856 | (52,954 | ) | (4,153,853 | ) | (17,851 | ) | |||||||||||||||||||||
|
Issuance of warrants for cash to shareholder
|
- | - | - | - | 40,000 | - | - | 40,000 | ||||||||||||||||||||||||
|
Common stock - rounding of fractional shares due to reverse stock split
|
345 | - | - | - | - | - | ||||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | - | (45,291 | ) | (45,291 | ) | ||||||||||||||||||||||
|
Balance, April 30, 2011
|
- | - | 995,074 | 100 | 4,228,856 | (52,954 | ) | (4,199,144 | ) | (23,142 | ) | |||||||||||||||||||||
See accompanying notes to financial statements
|
PREVENTION INSURANCE.COM
|
||||
|
STATEMENTS OF CASH FLOWS
|
|
For the Years Ended
|
||||||||
|
April 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$ | (45,291 | ) | $ | (103,350 | ) | ||
|
Adjustments to reconcile net loss
|
||||||||
|
to net cash (used in) operating activities:
|
||||||||
|
Increase (decrease) in liabilities:
|
||||||||
|
Accounts payable
|
(10,961 | ) | 13,157 | |||||
|
Net cash flows (used in) operating activities
|
(56,252 | ) | (90,193 | ) | ||||
|
Cash flows from investing activities:
|
||||||||
|
Net cash flows provided by investing activities
|
- | - | ||||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from advances from related party
|
20,000 | - | ||||||
|
Proceeds from issuance of warrants
|
40,000 | 90,000 | ||||||
|
Net cash flows provided by financing activities
|
60,000 | 90,000 | ||||||
|
Net change in cash
|
3,748 | (193 | ) | |||||
|
Cash and cash equivalents, beginning of year
|
4,060 | 4,253 | ||||||
|
Cash and cash equivalents, end of year
|
$ | 7,808 | $ | 4,060 | ||||
|
Supplemental cash flow disclosures:
|
||||||||
|
Interest paid
|
$ | - | $ | - | ||||
|
Income taxes paid
|
$ | - | $ | - | ||||
Supplemental non-cash financing activities:
September 2009: Conversion of $400,000 note payable for 16,000 restricted common stock (post reverse stock split)
PREVENTION INSURANCE.COM
NOTES TO FINANCIAL STATEMENTS
April 30, 2011
NOTE 1. SUMMARY OF SIGNIFICANTACCOUNTING 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 April 30, 2011, 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 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. 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. As of April 30, 2011, there were 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.
Net Loss per Share Calculation
Basic net loss per common share ("EPS") is computed by dividing loss 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.
The basic and dilutive earnings per common share calculations reflect the effect of the reverse stock split and have been adjusted retroactively as of April 30, 2009 and as of and for the year ended April 30, 2010. See Note No. 2.
The weighted-average number of common shares outstanding for computing basic EPS for the years ended April 30, 2011 and 2010 were 994,729 and 979,763, respectively, as adjusted for the reverse stock split effective April 27, 2011.
Revenue Recognition
For the years ended April 30, 2011 and 2010, the Company did not realize any revenue.
Stock Based Compensation
As of April 30, 2011, 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 years ended April 30, 2011 and 2010, 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 recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
Uncertain Tax Positions
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. 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 April 30, 2011, 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
Reverse stock split
Effective April 27, 2011, the Company authorized a (1:100) 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 $0.0001.
The basic and dilutive earnings per common share calculations reflect the effect of the reverse stock split and have been adjusted retroactively for the year ended April 30, 2010 along with the balances as of April 30, 2009 that are reflected in the accompanying Statement of Changes in Stockholders’ Equity (Deficit).
The earnings (loss) per share calculation for the year ended April 30, 2010 changed from ($.001) to ($0.11) per common share.
As of April 30, 2011 and 2010, 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 year ended April 30, 2011
During the year ended April 30, 2011, the Company did not issue any shares of common or preferred stock.
For the year ended April 30, 2010
On September 22, 2009, the Company issued 16,000 shares of restricted common stock, as adjusted for the reverse stock split effective April 27, 2011, as payment for the $400,000 note payable to Mr. Goldsmith. As of April 30, 2010, this transaction is being reflected on the Company’s balance sheet as a reclassification from a current liability to equity.
During the year ended April 30, 2010, the Company did not issue any shares of preferred stock.
Warrants
For the year ended April 30, 2011
As of April 30, 2011, 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 1,750,000 common shares of the Company as adjusted for the reverse stock split effective April 27, 2011. The $185,000 paid by Paragon Capital LP for the right to exercise these warrants is reflected in the additional paid in capital on the Company’s balance sheet.
As of April 30, 2011, if Mr. Donenfeld and Paragon Capital LP exercised the warrants that have been granted, they would be required to pay $975,000, except for a cashless exercise right, as adjusted for the reverse stock split effective April 27, 2011.
For the year ended April 30, 2010
As of April 30, 2010, 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 1,450,000 common shares of the Company as adjusted for the reverse stock split effective April 27, 2011. The $145,000 paid by Paragon Capital LP for the right to exercise these warrants is reflected in the additional paid in capital on the Company’s balance sheet.
As of April 30, 2010, if Mr. Donenfeld and Paragon Capital LP exercised the warrants that have been granted, they would be required to pay $775,000, except for a cashless exercise right, as adjusted for the reverse stock split effective April 27, 2011.
NOTE 3. RELATED PARTY TRANSACTIONS
Due to Related Party
As of April 30, 2011, the Company had a $20,000 demand note payable with no formal repayment terms to Paragon Capital LP.
Warrants
During the years ended April 30, 2011 and 2010, the Company received proceeds from the issuance of warrants to purchase common stock of the Company of $40,000 and $90,000, respectively.
For the year ended April 30, 2011
During the year ended April 30, 2011, the Company issued warrants for proceeds of $40,000 to purchase 400,000 shares of the Company’s common stock at a weighted average exercise price of $0.50, post-reverse split effective April 27, 2011.
For the year ended April 30, 2010
During the year ended April 30, 2010, the Company issued warrants for proceeds of $90,000 to purchase 900,000 shares of the Company’s common stock at a weighted average exercise price of $0.50, post-reverse split effective April 27, 2011
NOTE 4. COMMITMENTS & CONTINGENCIES
Corporate Office Space
As of April 30, 2011, the Company maintains office space in New York, New York with the Company’s majority shareholder at no cost to the Company. For the year ended April 30, 2011 and 2010, the rent expense was zero.
Goldsmith Agreement
On February 5, 2008, Mr. Goldsmith, Paragon Capital LP and the Company signed an Agreement and Release providing for, among other items, (1) cancellation of Mr. Goldsmith’s Preferred stock, (2) 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, and (5) future assignment of warrants held by Paragon to Mr. Goldsmith upon completion of a reverse merger.
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. The $200,000 paid to Quick Pay was recorded as a liability to Mr. Goldsmith and is included under net liabilities held for sale caption. As of October 31, 2008, the Company conveyed $59,914 in net liabilities of Quick Pay to Mr. Goldsmith.
As of April 30, 2011, 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 recognized a liability of $400,000 due to Mr. Goldsmith as a result of the transactions that took place on February 5, 2008.
On March 8, 2010, the Company, Paragon Capital LP and Mr. Goldsmith entered into an agreement whereby the Company paid Mr. Goldsmith $65,000. Paragon Capital LP transferred to Mr. Goldsmith its warrant issued April 30, 2008 which was due April 30, 2010 to buy 100,000 shares of common stock with an exercise price of $1.00, as adjusted for the reverse stock split effective April 27, 2011. This agreement relinquished Paragon Capital LP’s requirement to issue 40,000 warrants as adjusted for the reverse stock split effective April 27, 2011) to Mr. Goldsmith. The Company extended the warrant’s maturity date from April 30, 2010 to April 30, 2012.
In September 2009, the Company issued 16,000 shares of restricted common stock as adjusted for the reverse stock split effective April 27, 2011 to Mr. Goldsmith as payment for the $400,000 note payable.
NOTE 5. INCOME TAXES
As of April 30, 2011, the Company had a federal net operating loss carryforward of $748,315, which expires through 2031. This carryforward is limited due to the change in control that took place in the year ended April 30, 2008 and maybe further limited in the future upon change(s) in control of the Company in accordance with the provisions under Internal Revenue Code Section 381.
In assessing the recovery of the deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.
As of April 30, 2011, the Company determined it was more likely than not the deferred tax assets would not be realized and recorded a full valuation allowance.
The following table reconciles the Provision (Benefit) for Taxes to the U.S. Federal Statutory Tax rates:
|
Year Ended April 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
Statutory U.S. Federal Income Tax Rate
|
35 | % | 35 | % | ||||
|
State Income Taxes
|
5 | % | 5 | % | ||||
|
Change in Valuation Allowance
|
-40 | % | -40 | % | ||||
|
Effective Income Tax Rate
|
0 | % | 0 | % | ||||
Uncertain Tax Positions
As of April 30, 2011 and 2010, the total amount of gross unrecognized tax benefits and gross interest and penalties were zero.
NOTE 6. WARRANTS
The Company accounts for stock issued for services, stock options, and warrants for compensation under the fair value method.
For the year ended April 30, 2011
During the year ended April 30, 2011, the Company issued warrants to purchase 400,000 shares of the Company’s common stock at a weighted average exercise price of $0.50. Paragon Capital LP paid $40,000 to purchase these warrants.
For the year ended April 30, 2010
During the year ended April 30, 2010, the Company issued warrants to purchase 900,000 shares of the Company’s common stock at a weighted average exercise price of $0.50. Paragon Capital LP paid $90,000 to purchase these warrants.
The following is a schedule of the activity relating to the Company's warrants as adjusted for the reverse stock split effective April 27, 2011:
|
Year Ended April 30,
|
||||||||||||||||
|
2011
|
2010
|
|||||||||||||||
|
Exercise
|
Exercise
|
|||||||||||||||
|
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||
|
Warrants outstanding and exercisable - beginning of year
|
1,450,000 | $ | 0.60 | 550,000 | $ | 0.80 | ||||||||||
|
Warrants granted:
|
||||||||||||||||
|
November 4, 2010
|
200,000 | $ | 0.50 | |||||||||||||
|
June 4, 2010
|
200,000 | 0.50 | ||||||||||||||
|
December 31, 2009
|
750,000 | 0.50 | ||||||||||||||
|
May 29, 2009
|
150,000 | $ | 0.50 | |||||||||||||
|
Warrants outstanding and exercisable - end of year
|
1,850,000 | $ | 0.58 | 1,450,000 | $ | 0.60 | ||||||||||
|
|
||||||||||||||||
|
Weighted average fair value of warrants granted - end of year
|
$ | 1,075,000 | $ | 875,000 | ||||||||||||
The following table summarizes information about the Company's common stock warrants outstanding as of April 30, 2011.
|
|
Weighted
|
Warrants Outstanding and
|
||||||||||||||
|
Range of
|
Average Exercise
|
Exercisable
|
Contractual
|
Life Exercise
|
||||||||||||
|
Exercise Prices
|
Price Per Share
|
as of April 30, 2011
|
Period
|
Price
|
||||||||||||
| $ | 1.00 - .50 | $ | 0.58 | 1,850,000 |
3 years
|
$ | 0.58 | |||||||||
As of April 30, 2011, Paragon Capital LP, holds warrants that are exercisable into 1,750,000 common shares of the Company at an average exercise price of $.56 per share post-reverse split effective April 27, 2011, except for a cashless exercise provision. At the sole discretion of the warrant holder, there is a cashless exercise provision within the warrant agreements.
As of April 30, 2011, 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 that Mr. Goldsmith holds has been extended to April 2012.
NOTE 7. GOING CONCERN
As of April 30, 2011 and 2010, 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 April 30, 2011, 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
For the year ended April 30, 2011, the Company reported a net loss of $45,291 and has reported an accumulated deficit of $4,199,144.
NOTE 8. SUBSEQUENT EVENTS
As of the date the financial statements were available to be issued, there are no subsequent events that are required to be recorded or disclosed in the accompanying financial statements as of and for the year ended April 30, 2011.
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this annual 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 April 30, 2011. 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.
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
|
|
o |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
|
|
o |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
|
|
o
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of April 30, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.
Management has concluded that our internal control over financial reporting had 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 2011 or 2010 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.
This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management’s report in this annual report.
Changes in Internal Controls over Financial Reporting
During the period ended April 30, 2011, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
None.
The following table sets forth certain information concerning our officers and directors.
|
Name
|
Age
|
Position
|
|
Alan P. Donenfeld
|
54
|
President, CEO and Director
|
Management and Director Biographies:
Alan P. Donenfeld has served as President, CEO and Director of the Company since December of 2007. In 2005, Mr. Donenfeld founded Paragon Capital LP, a private investment fund that focuses on structured and event-driven investments, reverse mergers and alternative public offerings and registered direct offerings. Mr. Donenfeld has been President of Bristol Investment Group, Inc., a registered broker dealer and the General Partner of Bristol Capital Partners since inception. Prior to establishing Bristol and its related entities in 1990, Mr. Donenfeld was a Vice President in the Mergers and Acquisitions Group at Bear, Stearns & Co. Inc. in New York from 1987 to 1990, where he participated in numerous acquisitions, investments, valuations, fairness opinions and exclusive sale representations. Prior to working at Bear Stearns, Mr. Donenfeld was an Assistant Vice President in the Mergers and Acquisitions Group at E.F. Hutton, a predecessor of Lehman Bros., from 1985 to 1987. Prior to joining E.F. Hutton, Mr. Donenfeld helped establish Quadrex Securities Corporation, where he assisted in raising a leveraged buyout fund. Mr. Donenfeld started his career at SG Cowen and then at J. Henry Schroder Bank. Mr. Donenfeld graduated with Honors from Tufts University in 1979 with a B.A. in Economics and received his M.B.A. from the Fuqua School of Business at Duke University in 1981, where he was a member of the Investment Policy Committee. Mr. Donenfeld’s experience in assisting private companies going public will be beneficial to the Company as it seeks a business combination target.
Family Relationships amongst Directors and Officers:
None.
Involvement in Certain Legal Proceedings
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past ten years.
Compliance with Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's executive officers and directors and persons who own more than 10% of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (hereinafter referred to as the "Commission") initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership, of Common Stock and other equity securities of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) reports they file.
Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended March 31, 2011 and written representations that no other reports were required, the Company believes that the following person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal year.
|
Name
|
Number of Late Reports
|
Number of Transaction not
Reported on a Timely Basis
|
Late Report
|
||||||
|
Paragon Capital LP
|
2 | 2 |
Form 3 and Form 4
|
||||||
|
Alan P. Donenfeld
|
2 | 2 |
Form 4
|
||||||
Significant Employees
We have no significant employees other than our sole officer and director named in this Annual Report.
Code of Business Conduct and Code of Ethics
Our Board of Directors has not adopted a Code of Business Conduct and Ethics because we currently have only one individual serving as our sole officer and director.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit and Compensation Committee
The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
DIRECTOR AND OFFICER COMPENSATION
The following compensation discussion addresses all compensation awarded to, earned by, or paid to the Company’s sole officer and director:
|
Name and Position
|
Year
|
Salary
|
Bonus
|
Option Awards
|
All Other Compensation
|
Total
|
|
Alan P. Donenfeld
|
2011
|
None
|
None
|
None
|
None
|
None
|
| President, CEO and Director |
2010
|
None
|
None
|
None
|
None
|
None
|
The Company's sole officer and director has not received any cash or other remuneration since he was appointed to serve in such capacities. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our sole officer and director intends to devote very limited time to our affairs.
We have formulated no plans as to the amounts of future cash compensation. It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees. There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be disclosed. The Company does not have a standing compensation committee or a committee performing similar functions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of July 27, 2011 by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. The percentage of common stock held by each listed person is based on 995,074 shares of Common Stock issued and outstanding as of the date of this Annual Report. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.
|
|
|
|||||||
|
Name of
|
Amount and Nature
|
|||||||
|
Beneficial Owner
|
of Beneficial Owner
|
Percent of Class
|
||||||
|
Alan P. Donenfeld (1)
|
2,464,286 | (2) | 89.78 | % | ||||
|
Paragon Capital LP
|
||||||||
| 2,464,286 | 89.78 | % | ||||||
|
Scott Goldsmith
|
122,825 | (3) | 11.22 | % | ||||
|
|
||||||||
|
All officers and directors as a group (1 individual)
|
2,464,286 | 89.78 | % | |||||
|
|
(1)
|
Alan Donenfeld serves as the Company’s sole officer and director.
|
|
|
(2)
|
Represents 714,286 shares of Common Stock and warrants to purchase up to an aggregate of 1,750,000 shares of Common Stock owned by Paragon Capital LP (“Paragon”) at a weighted-average exercise price of $.56 per share post-Reverse Split effective April 27, 2011. Alan P. Donenfeld, our sole officer and director, is the Managing Member of Paragon Capital Advisors LLC, which is the General Partner of Paragon. Therefore, Mr. Donenfeld may be deemed to be the beneficial owner of the securities held by Paragon since he has sole voting and investment control over these securities.
|
|
|
(3)
|
Represents 22,825 shares of Common Stock and warrants to purchase up to an aggregate of 100,000 shares of Common Stock owned of by Scott Goldsmith at an exercise price of $1.00 per share post-Reverse Split effective April 27, 2011.
|
On June 4, 2010, pursuant to the June Purchase Agreement, in exchange for an advance to the Company for an aggregate amount equal to $20,000, the Company issued to Paragon the June Warrant to purchase up to an aggregate of 20,000 shares of the Company’s Common Stock at an exercise price of $.50 per share as adjusted for the Reverse Split effective April 27, 2011. Paragon is the majority shareholder of the Company. Alan Donenfeld, our sole officer and director, is also the managing member of the General Partner of Paragon.
The June Warrant is exercisable from the date of issuance until three years from the date of the closing of the transaction. The June Purchase Agreement and June Warrant are attached as Exhibits 10.1 and 4.1, respectively, to the Company’s Form 10-K filed on August 6, 2010 and incorporated herein by this reference.
On November 4, 2010, pursuant to the November Purchase Agreement, in exchange for an advance to the Company of an aggregate amount equal to $20,000, the Company issued to Paragon the November Warrant to purchase up to an aggregate of 20,000 shares of the Company’s Common Stock at an exercise price of $.50 per share as adjusted for the Reverse Split effective April 27, 2011.
The November Warrant is exercisable at an exercise price equal to $0.50 per share and expires three years from the date of issuance of the Warrant, or, if such date falls on a day other than a business day or on which trading does not take place on the principal market, the next trading day. The November Purchase Agreement and November Warrant are attached as Exhibits 10.1 and 4.1, respectively, to the Company’s Form 8-K filed on November 8, 2010 and incorporated herein by this reference.
The Company issued the June Warrant and November Warrant without registration under the Securities Act of 1933, as amended (the “Securities Act”), by the exemption from registration afforded the Company under Section 4(2) of the Securities Act due to the fact that the issuances did not involve a public offering of securities.
During the quarter ended April 30, 2011, the Company received an aggregate of $20,000 from Paragon to pay for fees and expenses. There is no written agreement in effect with respect to the repayment of such advances.
The Company utilizes the office space and equipment of its management at no charge and management of the Company determined it to be immaterial.
Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
Director Independence:
Our Common Stock is currently quoted on the OTCQB which does not have any director independence requirements. In determining whether our directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15) which indicates that a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Based on those widely-accepted criteria, we have determined that our sole director Alan Donenfeld is not independent as he also serves as the sole officer of the Company.
Conner & Associates, PC is the Company’s independent registered public accounting firm.
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:
|
2011
|
$ | 18,350 |
Conner & Associates, PC
|
||
|
2010
|
$ | 16,500 |
Conner & Associates, PC
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:
|
2011
|
$ | 0 |
Conner & Associates, PC
|
||
|
2010
|
$ | 0 |
Conner & Associates, PC
|
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:
|
2011
|
$ | 0 |
Conner & Associates, PC
|
||
|
2010
|
$ | 0 |
Conner & Associates, PC
|
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
|
2011
|
$ | 0 |
Conner & Associates, PC
|
||
|
2010
|
$ | 0 |
Conner & Associates, PC
|
The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
Audit Committee’s Pre-Approval Process
The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.
(a) We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.
|
Statement
|
Page*
|
|
|
Index to Financial Statements
|
F-1
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Balance Sheets
|
F-3
|
|
|
Statements of Operations
|
F-4
|
|
|
Statement of Changes in Stockholders' Equity (Deficit)
|
F-5
|
|
|
Statements of Cash Flows
|
F-6
|
|
|
Notes to Financial Statements
|
F-7
|
* Page F-1 follows page 12 to this Annual Report on Form 10-K.
(b) Index to Exhibits required by Item 601 of Regulation S-K.
|
Exhibit
|
|
Description
|
|
*3.1
|
|
Certificate of Amendment of Articles of Incorporation, filed with the State of Nevada on April 27, 2011
|
|
**3.2
|
Bylaws
|
|
| *** 4.1 | Warrant, issued to Paragon Capital LP, dated June 4, 2010 | |
|
**** 4.2
|
Warrant, issued to Paragon Capital LP, dated November 4, 2010 | |
| *** 10.1 | Securities Purchase Agreement by and between the Company and Paragon Capital LP, dated June 4, 2010 | |
| **** 10.2 | Securities Purchase Agreement by and between the Company and Paragon Capital LP, dated November 4, 2010 | |
|
31.1
|
|
Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended April 30, 2011.
|
|
|
|
|
|
31.2
|
|
Certification of the Company’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended April 30, 2011.
|
|
32.1
|
Certification of the Company’s Chief 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
* Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 28, 2011 and incorporated herein by this reference.
** Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 31, 2002 and incorporated herein by this reference.
*** Filed as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on August 6, 2010 and incorporated herein by this reference.
**** Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on November 8, 2010 and incorporated herein by this reference.
Pursuant to the requirements of Section 13 or 15(d) 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.
|
PREVENTION INSURANCE.COM
|
|||
|
|
|
||
|
Dated: July 27, 2011
|
By:
|
/s/ ALAN P. DONENFELD
|
|
|
Alan P. Donenfeld
|
|||
|
President, CEO and Director
(Principal Executive Officer,
Principal Financial Officer, and Principal
Accounting Officer)
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ ALAN P. DONENFELD
|
President, CEO and Director
|
July 27, 2011
|
||
|
Alan P. Donenfeld
|
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
21