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EX-32.1 - CERTIFICATION - PREVENTION INSURANCE COM INCf10q0118ex32-1_prevention.htm
EX-31.1 - CERTIFICATION - PREVENTION INSURANCE COM INCf10q0118ex31-1_prevention.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended January 31, 2018

 

OR

 

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

 

For the transition period from ________ to _________

 

Commission File Number: 000-32389

 

PREVENTION INSURANCE.COM

(Exact name of registrant as specified in its charter)

 

Nevada   88-0126444
(State or Other Jurisdiction of
Incorporation or Organization)
 

(I.R.S. Employer

Identification No.)

     

Unit 604, Uptown 1, No.1

Jalan SS21/58, Damansara

Uptown, 47400 Petaling

Jaya, Selengor, Malaysia

  47400
(Address of Principal Executive Offices)   (Zip Code)

 

+60 3 7611 9238

(Registrant’s telephone number, including area code)

 

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 ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

  

As of March 16, 2018, there were 22,340,081 shares of common stock, $0.0001 par value per share, outstanding.

 

 

 

  

 

 

TABLE OF CONTENTS

 

    Page
PART I – FINANCIAL INFORMATION  
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
Item 4. Controls and Procedures 10
     
PART II – OTHER INFORMATION  
Item 1. Legal Proceedings 11
Item 1A. Risk Factors 11
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Mine Safety Disclosures 11
Item 5. Other Information 11
Item 6. Exhibits 11
     
SIGNATURES 12

 

  

 

 

Part I

 

Item 1. Financial Statements.

 

PREVENTION INSURANCE.COM

BALANCE SHEETS

(Unaudited)

 

   January 31,
2018
   April 30,
2017
 
ASSETS        
Current assets        
Cash  $-   $- 
Prepaid expenses   5,833    - 
Total current assets   5,833    - 
           
Total assets  $5,833   $- 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $5,900   $519 
Due to related parties   229,400    141,677 
Total current liabilities   235,300    142,196 
           
Total liabilities   235,300    142,196 
           
Commitments and contingencies          
           
Stockholders’ deficit          
Preferred stock, $0.0001 par value, authorized 10,000,000 shares, none issued   -    - 
Common stock, $0.0001 par value, authorized 100,000,000 shares; 22,340,083 shares issued and 22,340,081 shares outstanding   2,234    2,234 
Additional paid-in capital   4,640,351    4,640,351 
Treasury stock, 2 shares, at cost   (52,954)   (52,954)
Accumulated deficit   (4,819,098)   (4,731,827)
Total stockholders’ deficit   (229,467)   (142,196)
           
Total liabilities and stockholders’ deficit  $5,833   $- 

 

See accompanying notes to unaudited financial statements.

 

 1 

 

 

PREVENTION INSURANCE.COM

STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the three months ended   For the nine months ended 
   January 31,   January 31, 
   2018   2017   2018   2017 
                 
Revenue  $-   $-   $-   $- 
                     
Cost of goods sold   -    -    -    - 
                     
Gross profit   -    -    -    - 
                     
General and administrative expenses   27,810    29,643    87,271    91,778 
                     
Operating loss   (27,810)   (29,643)   (87,271)   (91,778)
                     
Interest expense   -    -    -    - 
                     
Net loss  $(27,810)  $(29,643)  $(87,271)  $(91,778)
                     
Loss per common share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding - basic and diluted   22,340,081    22,340,081    22,340,081    22,340,081 

 

See accompanying notes to unaudited financial statements.

 

 2 

 

 

PREVENTION INSURANCE.COM

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the nine months ended 
   January 31, 
   2018   2017 
         
Cash flows from operating activities        
Net loss  $(87,271)  $(91,778)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Prepaid expenses   (5,833)   - 
Accounts payable and accrued expenses   5,381    1,782 
Net cash used in operating activities   (87,723)   (89,996)
           
Cash flows from financing activities          
Proceeds from advances from related parties   87,723    89,996 
Net cash provided by financing activities   87,723    89,996 
           
Net change in cash   -    - 
           
Cash and cash equivalents, beginning of period   -    - 
           
Cash and cash equivalents, end of period  $-   $- 
           
Supplemental disclosure of cash flow information:          
Income taxes paid  $-   $- 
Interest paid  $-   $- 

 

See accompanying notes to unaudited financial statements.

 

 3 

 

 

PREVENTION INSURANCE.COM

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2018

(Unaudited)

  

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

 

Nature of Business

 

Prevention Insurance.Com (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com.

 

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.

 

Effective December 8, 2015, a change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Paragon Capital LP (“Seller”), and Yik Kei Ong (“Buyer”, as nominee for certain third parties), Seller assigned, transferred and conveyed to Buyer, as nominee, 2,109,286 shares of common stock of Company and convertible notes of the Company totaling $199,500. The convertible notes were convertible into common stock of the Company at $0.01 per share for a total of 19,950,000 shares of common stock. On the closing of the above transaction, Mr. Alan Donenfeld, the then sole officer of Seller, resigned in all officer capacities from the Company and Yik Kei Ong was appointed interim Chief Executive Officer and Chief Financial Officer of the Company. Immediately following the closing of the transaction, the convertible notes ($199,500 in principal amount) were converted into 19,950,000 shares of common stock of the Company. After giving effect to the above described transaction, the controlling shareholders of the Company are Wooi Huat Teow, Chee Chow Teow and Ee Meng Teow.

 

On March 9, 2016, the Board of Directors appointed Mr. Chee Chau Ng to the Company’s Board of Directors. In addition, on that same date, the Board of Directors appointed Mr. Ng as its President (Chief Executive Officer), Treasurer (Chief Financial Officer) and Secretary, replacing Mr. Yik Kei Ong who had resigned in all capacities as an officer of the Company on that date. As President of the Company, Mr. Ng will assume the role of Chairman of the Company Board of Directors. Effective May 24, 2016, Mr. Yik Kei Ong resigned as a member of the Company’s Board of Directors.

 

On September 19, 2016, three of our shareholders, owning 15,638,084 shares of common stock, or approximately 70% of the total outstanding shares, approved an amendment to our articles of incorporation to change our corporate name from Prevention Insurance.com to AIM BIG Resources, Ltd. (the “Charter Amendment”). On November 18, 2016, we filed a Definitive Information Statement with the Securities and Exchange Commission. We mailed the Definitive Information Statement to our shareholders on November 21, 2016. In connection with the Charter Amendment, we filed an Issuer Company-Related Action Notification Form with FINRA to receive approval of the name change. FINRA denied the corporate action request due to the prior regulatory history of two of the principal shareholders which occurred in Malaysia. Management of the Company is actively seeking a change of control transaction pursuant to which the current controlling shareholders would assign to a third party or surrender their equity interest in the Company.

 

Basis of Presentation

 

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

 

Interim Financial Statements

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained for the year ended April 30, 2017 included our Form 10K filed on August 14, 2017. Operating results for the interim periods presented are not necessarily indicative of the results for the full year.

 

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.

 

 4 

 

 

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.

 

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.

 

Loss per Share Calculation

 

Basic earnings 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 share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

Revenue Recognition

 

Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on our management's judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

 

For the three and nine months ended January 31, 2018 and 2017, the Company did not recognize any revenue.

 

Stock-Based Compensation

 

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 three and nine months ended January 31, 2018 and 2017, the Company did not issue any shares for services nor did the Company issue any options as stock based compensation to any officers, directors, or non-employees.

 

Income Taxes

 

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

 

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

  

Subsequent Events

 

The Company has evaluated all transactions from January 31, 2018 through the financial statement issuance date for subsequent event disclosure consideration.

 

Recently Accounting Pronouncements

 

The Company does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

 5 

 

 

NOTE 2. GOING CONCERN

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the nine months ended January 31, 2018, the Company reported a net loss of $87,271 and has reported an accumulated deficit of $4,819,098 as of January 31, 2018. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. 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.

 

NOTE 3. ADVANCES DUE TO RELATED PARTIES

 

As of April 30, 2017, an entity related to the Company’s controlling shareholders has advanced funds totaling $141,677 to the Company to meet its working capital requirements. The advances are unsecured, interest free and due on demand. During the nine months ended January 31, 2018, the same entity has advanced further funds totaling $17,828 to the Company to meet its working capital requirements. The advances were unsecured, interest free and due on demand.  Consequently, as of January 31, 2018, the entity has advanced funds totaling $159,505 to the Company to meet its working capital requirements. The advances are unsecured, interest free and due on demand. During July 2017, this entity ceased making advancements to the Company and during July 2017, a company controlled by the Company’s sole officer (discussed in the next paragraph below) began making advances to the Company to fund its working capital needs.

 

During the nine months ended January 31, 2018, a second entity, of which our sole officer and director is the sole officer and shareholder, advanced funds totaling $69,895 to the Company to meet its working capital requirements. The advances were unsecured, interest free and due on demand. 

 

 

Subsequent to January 31, 2018 through the date these financial statements were issued, this second entity, further advanced funds totaling $14,000 to the Company to meet its working capital requirements.

 

NOTE 4. COMMITMENTS & CONTINGENCIES

 

Corporate Office Space

 

Effective from March 9, 2016 to July 19, 2017, the Company maintained office space in Kuala Lumpur, Malaysia provided by the Company’s controlling shareholder at no cost to the Company. Since July 19, 2017, the Company has maintained office space in Kuala Lumpur provided by the Company’s sole officer also at no cost to the Company. Accordingly, for the three and nine months ended January 31, 2018 and 2017, the Company recognized no rent expense.

 

NOTE 5. STOCKHOLDERS’ DEFICIT

 

Preferred Stock

 

As of January 31, 2018, the Company was authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001.

 

No shares of preferred stock were issued or outstanding during the three and nine months ended January 31, 2018 and 2017.

 

Common Stock

 

As of January 31, 2087, the Company was authorized to issue 100,000,000 shares of common stock with a par value of $0.0001.

 

No shares of common stock were issued during the three and nine months ended January 31, 2018 and 2017.

 

 6 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

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

 

Description of Business

 

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

 

The Company is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months, we anticipate incurring costs related to:

 

(i)       filing Exchange Act reports, and

(ii)      investigating, analyzing and consummating an acquisition.

 

We believe we will be able to meet these costs through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of January 31, 2018, the Company has $0 in cash. There are no assurances that the Company will be able to secure any additional funding as needed.  Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.

 

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

 

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

 

 7 

 

 

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

  

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

 

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

 

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

  

Liquidity and Capital Resources

 

As of January 31, 2018, the Company had assets of $5,833 in respect of certain prepaid expenses. The Company had no assets as of April 30, 2017. The Company’s current liabilities as of January 31, 2018 totaled $235,500, comprising $5,900 of accounts payable and accruals and $229,400 of advances from related parties. This compares with current liabilities of $142,196 as of April 30, 2017, comprising $519 of accounts payable and accruals and of $141,677 of advances from a related party. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

 

The following is a summary of the Company's cash flows from operating, investing, and financing activities for the nine-month periods ended January 31, 2018 and 2017: 

 

   Nine Months Ended
January 31,
2018
   Nine Months Ended
January 31,
2017
 
Net Cash Used in Operating Activities  $(87,723)  $(89,996)
Net Cash Used in Investing Activities  $-   $- 
Net Cash Provided in Financing Activities  $87,723   $89,996 
Net Change in Cash  $-   $- 

 

Operating Activities

 

During the nine months ended January 31, 2018, the Company incurred a net loss of $87,271 which, after adjusting for an increase in prepaid expenses and deposits of $5,833 and an increase in accounts payable of $5,381, resulted in net cash of $87,723 being used in operating activities during the period. By comparison, during the nine months ended January 31, 2017, the Company incurred a net loss of $91,778 which, after adjusting for an increase in accruals of $1,782, resulted in net cash of $89,996 being used in operating activities during the period.

 

Investing Activities

 

The Company neither generated nor used funds in investing activities during the nine months ended January 31, 2018 and 2017.

 

Financing Activities

 

During the nine months ended January 31, 2018, the Company received $87,723 from advances from two related parties. By comparison, during the nine months ended January 31, 2017, the Company received $89,996 from advances from one related party. For the period prior to July 2017, the Company received advances from an entity related to the Company’s controlling shareholders. During July 2017, this entity ceased making advances to the Company and during July 2017, a company controlled by the Company’s sole officer began making advancements to the Company to fund its working capital needs. The Company cannot predict how long this entity (controlled by the Company’s sole officer and director) will be able to fund the Company’s working capital needs.

 

 8 

 

 

The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

 

Results of Operations

 

The Company has not conducted any active operations since the divestiture of the ATM machine sales operations as of October 31, 2008.  No revenue has been generated by the Company during the three and nine months ended January 31, 2018 and 2017. 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 three months ended January 31, 2018 and 2017

 

During the three months ended January 31, 2018, the Company incurred a net loss of $27,810, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

 

During the three months ended January 31, 2017, the Company incurred a net loss of $29,643, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

  

General and administrative expenses were $1,833 lower in the three months ended January 31, 2018 as compared to the three months ended January 31, 2017. The principal reason for this variance relates to the fact that we recognized lower accounting and legal fees which were only partially offset by the fact that we recognized an increased expense in respect of our annual membership of the OTC Market during the three months ended January 31, 2018 as compared to the three months ended January 31, 2017.

 

For the nine months ended January 31, 2018 and 2017

 

During the nine months ended January 31, 2018, the Company incurred a net loss of $87,271, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

 

During the nine months ended January 31, 2017, the Company incurred a net loss of $91,778, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports on Form 10-K and Form 10-Q.

  

General and administrative expenses were $4,507 lower in the nine months ended January 31, 2018 as compared to the nine months ended January 31, 2017. The principal reason for this variance relates to the fact that while we recognized increased accounting and legal fees during the nine months ended January 31, 2018 as compared to the nine months ended January 31, 2017, these increases were more than offset by the fact that we recognized less expense in respect of our annual membership of the OTC Market during the nine months ended January 31, 2018 than we did during the nine months ended January 31, 2017.

 

Off-Balance Sheet Arrangements

 

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

 

Contractual Obligations

 

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

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

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Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of January 31, 2018. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures. 

 

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

   

A material weakness is a deficiency, or combination of deficiencies, in disclosure controls and procedures, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Based on management’s assessment over financial reporting, management believes as of January 31, 2018, the Company’s disclosure controls and procedures were not effective due to the following deficiency:

 

  We were unable to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director. 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.

 

Changes in Internal Controls over Financial Reporting

 

There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2018 that have materially affected or are reasonably likely to materially affect our internal controls.

 

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PART II

 

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

Item 1A. Risk Factors.

 

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

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None

 

Item 6. Exhibits.

 

Exhibit   Description
31.1   Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
     
101.INS   XBRL INSTANCE DOCUMENT*
     
101.SCH   XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
     
101.CAL   XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
     
101.DEF   XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
     
101.LAB   XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
     
101.PRE   XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

 

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

* Filed herewith.

 

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SIGNATURES

 

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

 

Date: March 19, 2018 PREVENTION INSURANCE.COM
   
  /s/ Chee Chau Ng
 

Chee Chau Ng

President and CEO

(Principal Executive Officer,

Principal Financial Officer, and

Principal Accounting Officer)

 

 

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