Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_______
FORM
10-Q/A
(Amendment
No. 1)
(Mark
One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended July 31, 2009
OR
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¨
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TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period
from ___________________________ to ___________________________
Commission
file number: 000-32389
PREVENTION
INSURANCE.COM
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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88-0126444
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(State of Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification Number)
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c/o
Paragon Capital LP
110
East 59th
Street, 29th
Floor
New
York, NY
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
593-1600
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
Copies
to:
The
Sourlis Law Firm
Virginia
K. Sourlis, Esq.
214 Broad
Street
Red Bank,
New Jersey 07701
(732)
530-9007
www.SourlisLaw.com
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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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
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.
As of
February 11, 2010, there were 99,472,933 shares of Common Stock, $0.01 par value
per share, and no shares of preferred stock outstanding.
EXPLANATORY
NOTE
Prevention
Insurance.com (the “Company”) is filing this Amendment on Form 10-Q to amend our
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2009 which
was filed with the US Securities and Exchange commission ( the “SEC”) on
September 9, 2009 (the “Original Filing”).
The
purpose of this Amendment is to respond to certain comments received from the
staff of the SEC. The following sections of the Original Filing have been
revised to reflect the staff’s comments:
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·
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Section
302 Certifications, attached hereto as Exhibit
31.1
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This
Amendment does not reflect events that occurred after the filing of the Original
Filing and does not modify or update the disclosure therein in any way other
than as required to reflect the matters set forth above. Accordingly,
this Amendment should be read along with our other filings made with the
SEC.
Pursuant
to the rules of the Securities and Exchange Commission, currently dated
certifications required by Rule 13a-14(a) are filed as Exhibit 31.1 and 32.1 to
this amendment.
Item
6. Exhibits.
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Exhibit No.
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Description
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31.1
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Certification
by Alan P. Donenfeld, the Principal Executive Officer and Principal
Financial Officer of Prevention Insurance.com, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
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32.1
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Certification
by Alan P. Donenfeld, the Principal Executive Officer and Principal
Financial Officer of Prevention Insurance.com, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized.
Dated:
February 12, 2010
PREVENTION
INSURANCE.COM
/s/ Alan P.
Donenfeld
Alan P.
Donenfeld
Chief
Executive Officer, President and Chairman
(Principal
Executive Officer)
(Principal
Financial/Accounting Officer)