Forward-Looking Statements
Certain statements made in this Report on Form 10-Q are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) in regard to the plans and objectives of management for future
operations. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the
Registrant to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Registrant's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Registrant believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Registrant or any other person that the objectives and
plans of the Registrant will be achieved.
Description of Business
Prevention Insurance.com (we," "us," "our," or "the Company") was incorporated
in the State of Nevada on May 7, 1975, under the name Vita Plus, Inc. The name
was later changed to Vita Plus Industries, Inc. and in 2000 the Company's name
was changed to its current name Prevention Insurance.com.
The Company is a shell company as defined in Rule 12b-2 of the Exchange Act. Our
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. The Company will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.
The Company currently does not engage in any business activities that provide
cash flow. During the next twelve months we anticipate incurring costs related
to:
(i) filing Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.
We believe we will be able to meet these costs through deferral of fees by
certain service providers and additional amounts, as necessary, to be loaned to
or invested in us by our stockholders, management or other investors. As of the
date of the period covered by this report, the Company has $14,320 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 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.
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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 July 31, 2012, the Company had assets of $14,320, comprised of cash. This
compares with assets of $4,343, comprised exclusively of cash, as of April 30,
2012. The Company's current liabilities as of July 31, 2012 totaled
$70,574,comprised of $10,574 of accounts payable and $60,000 due to a related
party This compares with current liabilities of $54,044, comprised of $14,044 of
accounts payable and $40,000 due to a related party, as of April 30, 2012. The
Company can provide no assurance that it can continue to satisfy its cash
requirements for at least the next twelve months.
The following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the Three Months Ended July
31, 2012 and 2011.
Three Months Three Months
Ended Ended
July 31, 2012 July, 2011
Net Cash (Used in) Operating Activities $ (10,023 ) $ (6,684 )
Net Cash (Used in) Investing Activities $
- $ -
Net Cash Provided by Financing Activities $ 20,000 $ -
Net Change in Cash and Cash Equivalents $ 9,977 $ (6,684 )
The Company is dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. In addition, the Company
is dependent upon certain related parties to provide continued funding and
capital resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
Results of Operations
The Company has not conducted any active operations since the divestment of the
ATM machine sales operations as of October 31, 2008. No revenue has been
generated by the Company for the three months ended July 31, 2012 and 2011. It
is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern. The Company's plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.
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For the three months ended July 31, 2012, the Company had a net loss of
$6,553,comprised of general and administrative expenses, including legal,
accounting, audit, and other professional service fees incurred in relation to
the preparation and filing of the Company's periodic reports on Form 10-K and
Form 10-Q.
For the three months ended July 31, 2011, the Company had a net loss of $5,884,
comprised of general and administrative expenses including legal, accounting,
audit, and other professional service fees incurred in relation to the filing of
the Company's periodic reports on Form 10-K and Form 10-Q.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide this information.
