UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-KSB




x ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED





For
the fiscal year ended April 30, 2008





o 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, INC.





(Name of
small business issuer in its charter)





NEVADA
88-0126444





(State or
other jurisdiction of (I.R.S. Employer


incorporation
or organization) Identification Number)





c/o
Paragon Capital LP, 110 East 59th Street,
29th
Floor New York, NY 10022





(Address
of principal executive offices) (Zip Code)





Issuer's
telephone number (212)
593-1600





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





None





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





Common
Stock, $0.01 par value per share





(Title of
Class)








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the small business issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. x Yes o No





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of small business issuer's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. o














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





State
issuer's revenues for its most recent fiscal year. $0





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $569,094 as of July 30,
2008.





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: 97,872,933 shares of Common Stock, par value
$.01 per share, as of August 14, 2008.




Table of Contents






TABLE OF CONTENTS





PART
      IItem
      1.
            
            Description of Business
            
            4Item
      2.
            
            Description of Property
            
            7Item
      3.
            
            Legal Proceedings
            
            7Item
      4.
            
            Submission of Matters To a Vote of Security
      Holders
            
            8PART
      IIItem
      5.
            
            Market for Common Equity and Related Stockholder
      Matters
            
            8Item
      6.
            
            Management’s Discussion and Analysis or Plan of
      Operation
            
            8Item
      7.
            
            Financial Statements
            
            11Item
      8.
            
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            
            27Item
      8A.
            
            Controls and Procedures
            
            27PART
      IIIItem
      9.
            
            Directors, Executive Officers, Promoters, Control Persons and
      Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act
            
            28Item
      10.
            
            Executive Compensation
            
            28Item
      11.
            
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            
            29Item
      12.
            
            Certain Relationships and Related Transactions, and Director
      Independence
            
            30Item
      13.
            
            Exhibits
            
            30Item
      14.
            
            Principal Accountant Fees and Services
            
            31








3
 Table of Contents





DOCUMENTS
INCORPORATED BY REFERENCE





None.





Transitional
Small Business Disclosure Format (Check one):Yeso No x




PART
I





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION





This
report and other reports, as well as other written and oral statements made or
released by us, may contain forward looking statements. Forward looking
statements are statements that describe, or that are based on, our current
expectations, estimates, projections and beliefs. Forward looking statements are
based on assumptions made by us, and on information currently available to us.
Forward-looking statements describe our expectations today of what we believe is
most likely to occur or may be reasonably achievable in the future, but such
statements do not predict or assure any future occurrence and may turn out to be
wrong. You can identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. The words "believe,"
"anticipate," "intend," "expect," "estimate," "project", "predict", "hope",
"should", "may", and "will", other words and expressions that have similar
meanings, and variations of such words and expressions, among others, usually
are intended to help identify forward-looking statements.





Forward-looking
statements are subject to both known and unknown risks and uncertainties and can
be affected by inaccurate assumptions we might make. Risks, uncertainties and
inaccurate assumptions could cause actual results to differ materially from
historical results or those currently anticipated. Consequently, no
forward-looking statement can be guaranteed. The potential risks and
uncertainties that could affect forward looking statements include, but are not
limited to increased competition, extent of the market demand for and supply of
goods and services of the types provided by the Company, governmental
regulation, performance of information systems, and the ability of the Company
to hire, train and retain qualified employees. In addition, other risks,
uncertainties, assumptions, and factors that could affect the Company's results
and prospects have been and may further be described in the Company's prior and
future filings with the Securities and Exchange Commission and other written and
oral statements made or released by the Company.





We
caution you not to place undue reliance on any forward-looking statements, which
speak only as of the date of this document. The information contained in this
report is current only as of its date, and we assume no obligation to update any
forward-looking statements.




ITEM 1. DESCRIPTION OF BUSINESS.





BUSINESS
DEVELOPMENT & BUSINESS OVERVIEW





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





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







4
 Table of Contents






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





During
the mid - 1990s we developed the concept of reducing insurance costs for both
health and life insurance through prevention measures by emphasizing the
maintenance of good health by members of the insured population. Subsequently,
we began the development of hybrid insurance products incorporating preventive
features with traditional health and life insurance products. Specifically, we
developed two specially formulated preparations of vitamins and nutritional
supplements: Nutra-Prevention Formula and Nutra- Protection. Those are
formulations that emphasize health maintenance by providing multiple vitamins
and a wide range of additional nutritional supplements for daily consumption,
and which we believe provide optimal nutrition necessary for good health. We had
planned to commence negotiations for joint venture arrangements with insurance
companies using those two formulations to offer low-cost, preventive nutritional
products combined with reduced premium rates for specialty insurance policies,
but to date we have not entered into any such joint ventures.





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





In 2005,
the Company added a second line of business and has been focused on its
development of its ATM machine sale operations.  The Company has been
keeping its focus on the second line of business of ATM machine sales for more
than two years.  On December 28, 2007 the Company entered into an
agreement where the Company has a change in control and will result in the
divestiture of the ATM division “Quick Pay”.





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





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





On
February 5, 2008, Scott Goldsmith (“Mr. Goldsmith”), Paragon Capital LP and the
Company signed an Agreement and Release providing for, amongst other items, (a)
cancellation of Mr. Goldsmith’s preferred stock and (b) cancellation of Mr.
Goldsmith’s warrants, in exchange for (1) payment in full of all of the
Company’s liabilities, debts, and payables, (2) an initial payment to Mr.
Goldsmith of $200,000, (3) conveyance of Quick Pay, Inc. assets and liabilities
to Mr. Goldsmith, (4) an additional payment to Mr. Goldsmith upon certain events
happening such as a reverse merger with a private company, and (5) future
assignment of warrants held by Paragon to Mr. Goldsmith upon completion of a
reverse merger.  Upon conveyance of the ATM division “Quick Pay”, the
Company may re-enter the development stage if the Company is unable maintain an
operating division.







5
 Table of Contents






PLAN OF
OPERATION





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





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





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





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





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





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







6
 Table of Contents






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





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





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





* the
available technical, financial and managerial resources;





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





*
prospects for the future;





* nature
of present and expected competition;





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





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





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





* the
potential for growth or expansion;





* the
potential for profit;





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





* other
relevant factors.





Number of
Employees





As of
April 30, 2008, the Company had 1 employee.




ITEM 2. DESCRIPTION OF PROPERTY.





We have
no properties and at this time have no agreements to acquire any
properties.




ITEM 3. LEGAL PROCEEDINGS.





There are
no legal proceedings against us and we are unaware of such proceedings
contemplated against us.








7
 Table of Contents





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





No matter
was submitted to a vote of security holders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year covered by this
report.








PART
II





ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.





(a)
Market Information. Our Common Stock is traded on the over-the-counter
securities market through the Financial Industry Regulatory Authority Automated
Quotation Bulletin Board System, under the symbol "PVNC". Any trading has been
sporadic and there has been no meaningful trading volume.





The only
outstanding warrants or options to purchase our common stock or any security
convertible into shares of the class are a warrant convertible into 10,000,000
shares of common stock issued to Paragon Capital LP on April 30, 2008 for an
exercise price of $0.01 and term of 3 years. As part of the April 5, 2008
Agreement and Release, Mr. Goldsmith cancelled his Convertible Preferred Shares,
which were convertible into two (2) common shares of stock for every one (1)
preferred share and cancelled 2,000,000 warrants.





(b)
Holders of the Company's Securities. April 30, 2008, there were 471 holders of
record of shares of the common stock.





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





The
application of the “Penny Stock” rules could adversely affect the market price
of our common stock and increase one’s transaction costs to sell shares of our
common stock.




The
trading of our common stock is currently subject to Rule 15g-9 promulgated under
the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, for
non-NASDAQ and non-exchange listed securities. Under such rule, brokers-dealers
who recommend such securities to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. Securities are exempt from this rule if the market price is at
least $5.00 per share.




ITEM 6. PLAN OF OPERATION.





FORWARD-LOOKING
STATEMENTS AND ASSOCIATED RISKS. This Report contains forward-looking
statements. Such forward-looking statements include statements regarding, among
other things, (a) our projected sales and profitability, (b) our growth
strategies, (c) anticipated trends in our industry, (d) our future financing
plans, (e) our anticipated needs for working capital, (f) our lack of
operational experience, and (g) the benefits related to ownership of our common
stock. Forward-looking statements, which involve assumptions and describe our
future plans, strategies, and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend," or "project" or the negative of these words or other
variations on these words or comparable terminology. This information may
involve known and unknown risks, uncertainties, and other factors that may cause
our actual results, performance, or achievements to be materially different from
the future results, performance, or achievements expressed or implied by any
forward-looking statements. These statements may be found under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," as well as in this Report generally. Actual events or results may
differ materially from those discussed in forward-looking statements as a result
of various factors, including, without limitation, the risks outlined under
"Risk Factors" and matters described in this Report generally. In light of these
risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this report will in= fact occur as
projected.






8
 Table of Contents






A. Plan
of Operations for the Coming Year





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





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





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





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





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




B.
Discussion of Financial Condition and Results of Operations.





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





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







9
 Table of Contents






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





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





As we are
divesting ourselves of our only operating division historical results provide no
meaningful trend analysis for future financial results.





10
 Table of Contents








ITEM 7. FINANCIAL STATEMENTS.








PREVENTION INSURANCE.COM, INC.


FINANCIAL
STATEMENTS


APRIL
30, 2008








TABLE OF CONTENTS





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


12   INDEPENDENT AUDITOR'S
REPORT – 2008 and 2007


13   BALANCE
SHEETS


14   STATEMENTS OF
OPERATIONS


STATEMENTS
OF CHANGES IN STOCKHOLDERS' (DEFICIT)


16   STATEMENTS OF CASH
FLOWS


17-26     NOTES TO
THE FINANCIAL STATEMENTS


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








11
 Table of Contents




Report
of Independent Registered Public Accounting Firm










To the
Board of Directors of


Prevention
Insurance.com:





We have
audited the accompanying balance sheets of Prevention Insurance.com as of April
30, 2008 and 2007, and the related statements of operations, stockholders’
deficit, and cash flows for each of the years in the two year period ended April
30, 2008.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards required
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluation the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Prevention Insurance.com as of
April 30, 2008 and 2007, and the results of its operations and its cash flows
for each of the years in the two year period ended April 30, 2008, in conformity
with generally accepted accounting principles in the United States.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has limited operations and continued net
losses.  This raises substantial doubt about its ability to continue
as a going concern.  Management’s plan in regard to these matters is
also described in Note 2.   The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.








/s/ Lynda
R. Keeton CPA, LLC





Lynda R.
Keeton CPA, LLC


Las
Vegas, NV





August
14, 2008





12
 Table of Contents


PREVENTION
INSURANCE.COM, INC.


BALANCE
SHEETS








April 30,2008
            
            
            2007ASSETS
            
            
            
            
            (RESTATED)Current
      assets:Cash
      and cash equivalents
            
            $
            9,440
            
            
            $
            --Total
      current assets
            
            
            9,440
            
            
            
            --Total
      assets
            
            $
            9,440
            
            
            $
            --LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)Current
      liabilities:Net
      liabilities to be spun-off, net of related assets of $59,800 and $21,913,
      respectively
            
            $
            58,485
            
            
            $
            33,097Due
      to shareholder
            
            
            400,000
            
            
            
            --Contingent
      liability
            
            
            10,000
            
            
            
            --Total
      current liabilities
            
            
            468,485
            
            
            
            33,097Total
      liabilities
            
            
            468,485
            
            
            
            33,097Stockholders’
      (deficit):Preferred
      stock, par value $0.001; authorized 8,000,000 shares; 0 and 0 shares
      issued
            
            
            --
            
            
            
            --Preferred
      stock, par value $0.01; authorized 2,000,000 shares; 0 and 1,000,000
      shares issued
            
            
            --
            
            
            
            10,000Common
      stock, par value $0.01; authorized 100,000,000 shares; 97,872,933 and
      21,719,362 shares issued
            
            
            978,730
            
            
            
            217,194Treasury
      stock, 24,142 and 24,142 shares, at cost
            
            
            (52,954
            )
            
            
            (52,954
            )Additional
      paid-in capital
            
            
            2,675,226
            
            
            
            3,687,682Accumulated
      (deficit)
            
            
            (4,060,047
            )
            
            
            (3,895,019
            )Total
      stockholders’ (deficit)
            
            
            (459,045
            )
            
            
            (33,097
            )Total
      liabilities and stockholders’ (deficit)
            
            $
            9,440
            
            
            $
            --




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





13
 Table of Contents





PREVENTION
INSURANCE.COM, INC.


STATEMENTS
OF OPERATIONS




For
      the years ended April 30,2008
            
            
            2007(RESTATED)Revenue
            
            $
            --
            
            
            $
            --Operating
      expenses:General
      and administrative
            
            
            49,614
            
            
            
            20,591Officers
      compensation
            
            
            38,062
            
            
            
            62,088Total
      operating expenses
            
            
            87,676
            
            
            
            82,679Operating
      loss from continuing operations
            
            
            (87,676
            )
            
            
            (82,679
            )Other
      income (expense):Other
      income
            
            
            29,964
            
            
            
            --Interest
      expense
            
            
            --
            
            
            
            (5
            )
      )Total
      other income (expense)
            
            
            29,964
            
            
            
            (5
            )Loss
      from contining operations
            
            
            (57,712
            )
            
            
            (82,684
            )Loss
      from discontinued operations
            
            
            (107,316
            )
            
            
            (78,708
            )Net
      Loss
            
            $
            (165,028
            )
            
            $
            (161,392
            )Earnings
      per common share – basic and dilutive:Loss
      from continuing operations
            
            $
            (0.00
            )
            
            $
            (0.00
            )Loss
      from discontinued operations
            
            $
            (0.00
            )
            
            $
            (0.00
            )Net
      loss
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average common shares outstanding:Basic
      and dilutive
            
            
            47,838,685
            
            
            
            19,892,969




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







14
 Table of Contents






PREVENTION
INSURANCE.COM, INC.


STATEMENTS
OF STOCKHOLDERS’ (DEFICIT)








Preferred
      Stock
            
            
            Common
      Stock
            
            
            AdditionalNumber
            
            
            Par
      Value $.01
            
            
            Number
            
            
            Par
      Value
            
            
            Paid-in
      Capital
            
            
            TreasuryStock
            
            
            AccumulatedDeficit
            
            
            TotalBalance
      April 30, 2006
            
            
            --
            
            
            $
            --
            
            
            
            19,229,362
            
            
            $
            192,308
            
            
            $
            3,581,842
            
            
            $
            (52,954
            )
            
            $
            (3,733,627
            )
            
            $
            (12,431
            )Stock
      issued for cash
            
            
            --
            
            
            
            --
            
            
            
            1,890,000
            
            
            
            18,886
            
            
            
            7,990
            
            
            
            --
            
            
            
            --
            
            
            
            26,876Stock
      issued for services
            
            
            --
            
            
            
            --
            
            
            
            600,000
            
            
            
            6,000
            
            
            
            23,500
            
            
            
            --
            
            
            
            --
            
            
            
            29,500Issuance
      of preferred shares
            
            
            1,000,000
            
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            30,000
            
            
            
            --
            
            
            
            --
            
            
            
            40,000Issuance
      of warrants to officers
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            44,350
            
            
            
            --
            
            
            
            --
            
            
            
            44,350Net
      (loss)
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (161,392
            )
            
            
            (161,392
            )Balance,
      April 30, 2007
            
            
            1,000,000
            
            
            $
            10,000
            
            
            
            21,719,362
            
            
            $
            217,194
            
            
            $
            3,687,682
            
            
            $
            (52,954
            )
            
            $
            (3,895,019
            )
            
            $
            (33,097
            )Stock
      issued for cash
            
            
            --
            
            
            
            --
            
            
            
            3,925,000
            
            
            
            39,250
            
            
            
            3,250
            
            
            
            --
            
            
            
            --
            
            
            
            42,500Stock
      issued for services
            
            
            --
            
            
            
            --
            
            
            
            800,000
            
            
            
            8,000
            
            
            
            34,000
            
            
            
            --
            
            
            
            --
            
            
            
            42,000Stock
      issued for cash
              (purchase
      agreement)
            
            
            --
            
            
            
            --
            
            
            
            71,428,571
            
            
            
            714,286
            
            
            
            (464,286
            )
            
            
            --
            
            
            
            --
            
            
            
            250,000Issuance
      of warrants for cash to shareholder
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            10,000
            
            
            
            --
            
            
            
            --
            
            
            
            10,000Preferred
      shares cancelled- (Agreement and release)
            
            
            (1,000,000
            )
            
            
            (10,000
            )
            
            
            --
            
            
            
            --
            
            
            
            (595,420
            )
            
            
            --
            
            
            
            --
            
            
            
            (605,420
            )Net
      (loss)
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (165,028
            )
            
            
            (165,028
            )Balance,
      April 30, 2008
            
            
            --
            
            
            $
            --
            
            
            
            97,872,933
            
            
            $
            978,730
            
            
            $
            2,675,226
            
            
            $
            (52,954
            )
            
            $
            (4,060,047
            )
            
            $
            (459,045
            )




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







15
 Table of Contents




PREVENTION
INSURANCE.COM, INC.


STATEMENTS
OF CASH FLOWS






For
      the years ended
              April
      30,2008
            
            
            2007(RESTATED)Cash
      flows from operating activities:Net
      loss
            
            $
            (165,028
            )
            
            $
            (161,392
            )Adjustments
      to reconcile net income to net cash provided by operating
      activities:Stock
      issued for services
            
            
            42,000
            
            
            
            69,500Warrants
      issued to officers
            
            
            --
            
            
            
            44,350Changes
      in assets and liabilities:Accounts
      receivable
            
            
            5,228
            
            
            
            (5,228
            )Accounts
      payable
            
            
            (238,430
            )
            
            
            23,012Commitments
      and contingencies
            
            
            10,000Bank
      overdraft
            
            
            --
            
            
            
            (2,432
            )Net
      cash used in operating activities
            
            
            (346,230
            )
            
            
            (32,190
            )Cash
      flows from investing activities:Net
      liabilities to be spun off
            
            
            58,485
            
            
            
            --Net
      cash provided by investing activities
            
            
            58,485
            
            
            
            --Cash
      flows from financing activities:Proceeds
      from issuance of common stock
            
            
            292,500
            
            
            
            26,875Acquisition
      liability
            
            
            (22,000
            )
            
            
            22,000Proceeds
      from issuance of warrants
            
            
            10,000
            
            
            
            --Net
      cash provided by financing activities
            
            
            280,500
            
            
            
            48,875Cash
      and cash equivalents:Increase
      in cash and cash equivalents
            
            
            (7,245
            )
            
            
            16,685Balance,
      beginning of year
            
            
            16,685
            
            
            
            --Balance,
      end of year
            
            $
            9,440
            
            
            $
            16,685Supplemental
      cash flow disclosures:Interest
      paid
            
            $
            --
            
            
            $
            5Taxes
      paid
            
            $
            --
            
            
            $
            --Supplemental
      non-cash Investing and Financing activities:Consideration
      given for cancelation of preferred shares and warrants
            
            $
            605,420
            
            
            $
            --




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








16
 Table of Contents


PREVENTION
INSURANCE.COM, INC.


NOTES
TO FINANCIAL STATEMENTS








1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
PRESENTATION





Nature
of Business





Prevention
Insurance.Com, Inc. (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, Inc.
Since 2005, the Company added a second line of business and has been focused on
its development of its ATM machine sale operations.  The Company has
been keeping its focus on the second line of business of ATM machine sales for
more than two years.  On December 28, 2007 the Company entered into an
agreement where the Company has a change in control and will result in the
divestiture of the ATM division “Quick Pay”. Management does not feel we have
re-entered the development stage as we are continuing to receive revenue from
our ATM machine sale operations. The Company is planning to divest itself of the
ATM machine sales operations by October 31, 2008 at which time we may re-enter
the development stage (See “Note 3 – Assets Held for Sale” for additional
information.)





Basis
of Presentation





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





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported revenues and expenses during the
reporting periods. Because of the use of estimates inherent in the financial
reporting process, actual results may differ significantly from those
estimates.





Reclassifications





Certain
amounts in the April 30, 2007 financial statements have been reclassified to
conform to the April 30, 2008 presentation. These reclassifications had no
effect on the previously reported net loss.  Specifically in the prior
period, income, assets and liabilities of “QuickPay” has been reclassified to
Net Liabilities and Discontinued Operations.






17
 Table of Contents




PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




Cash
and cash Equivalents





The
Company maintains cash balances in a non-interest bearing account that currently
does not exceed federally insured limits. For the purpose of the statements of
cash flows, all highly liquid investments with a maturity of three months or
less are considered to be cash equivalents. There were no cash equivalents as of
April 30, 2008 and 2007





Fair
Value of Financial Instruments





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





Net
Loss Per Share Calculation





In
February 1997, the FASB issued SFAS No. 128, “Earnings per Share.” Basic net
loss per common share ("EPS") is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for the
period.   Diluted earnings per shares is computed by dividing net
income by the weighted average shares outstanding, assuming all dilutive
potential common shares were issued.  For all periods presented, the
Company has sustained losses, which would make use of equivalent shares such as
convertible preferred stock and warrants anti-dilutive.  The
weighted-average number of common shares outstanding for computing basic EPS for
the year ended April 30, 2008 and April 30, 2007 were 47,838,685 and 19,892,969
respectively.





Revenue
Recognition





Commission
income from the sale of ATM machines is recognized at the time of
sale.  The income is presented as loss from discontinued
operations.





Stock
Based Compensation





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





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





During
the fiscal year ended April 30, 2007, 2,000,000 warrants were issued to officers
with a $0.10 exercise price, 5 year term, an applied 297% volatility based on
historical data, which resulted in the Black-Scholes calculated value of $44,350
as expense during the year in accordance with SFAS 123R.  The Company
used a 2.5 year term for purposes of calculating the Black-Scholes
value.  These warrants were cancelled upon signing the Agreement and
Release between Paragon Capital LP, Prevention Insurance.com, Inc.
and  Mr. Goldsmith dated February 5, 2008 (See Note 6 Commitments and
Contingencies for additional detail).





There
were no options issued as stock based compensation to any officers, directors,
or non-employees for the period ended April 30, 2008 or 2007.







18
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




Income
Taxes





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





Recently
Issued Accounting Pronouncements





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





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





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







19
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS






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





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. Currently, the Company’s only
source of revenue is via commissions from the sale of ATM machines and its
ability to remain a going concern is subject to its ability to raise capital
either from equity or debt and/or its successful operations as a long term
solution to its lack of resources. To date, management has demonstrated the
ability to raise sufficient capital to continue its limited operations. As shown
in the accompanying financial statements, the Company has incurred a net loss of
$165,028 for the year ended April 30, 2008 and has reported an accumulated
deficit of $4,060,047. The Company is planning to divest itself of the ATM
machine sales operations by October 31, 2008.





3.  NET
LIABILITIES TO BE SPUN OUT





During
the 3rd quarter of fiscal 2008, in association with the change of control,
Management made the decision to divest the division related to the sale of ATM
machines known as Quick Pay. The Company obtained an appraisal for Quick Pay
which resulted in an approximate value of $50,000.  The divestiture is
anticipated to occur by October 31, 2008 and shall be in partial consideration
for satisfaction of all the issued and outstanding shares of preferred stock,
warrants and liabilities held by the former Chief Executive Officer, Chief
Financial Officer and Director of the Company,  Mr. Goldsmith. 
(See Note 6 Commitments and Contingencies for additional
information).





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




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







20
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS


The
following is a summary of activities from discontinued operations for the year
ended April 31, 2008 and 2007:





Year
      ended April 30,2008
            
            
            2007Commission
      revenue
            
            $
            140,507
            
            
            $
            154,729Operating
      expenses
            
            
            (247,823
            )
            
            
            (233,437
            )Loss
      from discontinued operations
            
            $
            (107,316
            )
            
            $
            (78,708
            )





4.
STOCKHOLDERS’ EQUITY





The
authorized common stock of the Company consists of 100,000,000 shares of Common
stock with a par value of $0.01 and 2,000,000 shares of Preferred stock with a
par value of $0.01 and 8,000,000 shares of Preferred stock with a par value of
$0.001.





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





During
the year ended April 30, 2007, the Company issued 1,890,000 restricted shares of
stock for cash of $26,876 (an average of approximately $0.01 per share).
Additionally, during the same period, the Company issued 600,000 shares of stock
for services valued at $29,500 (average price per share of $0.05).





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




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




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




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




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




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






21
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




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




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




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





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





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





On April
15, 2008, the Company purchased and cancelled 1,000,000 of the preferred shares
and 2,000,000 warrants from a prior officer of the Company for partial
consideration of $605,420 under the Agreement and Release dated February 5,
2008.  (See Note 6 Commitments and Contingencies for additional
information).





5.
RELATED PARTY TRANSACTIONS





Officer
Compensation for the year ended April 30, 2008 and 2007, totaled $76,124 and
$124,177, respectively.  Of the respective amounts approximately fifty
percent (50%) was attributable to discontinued operations since a portion of the
expense was related to the operations of the ATM division, which will be
conveyed to Mr. Goldsmith by October 31, 2008.  For the year ended
April 30, 2008 and 2007, $38,062 and $62,088 of officer compensation was
included as continuing operations. Included in Mr. Goldsmith’s compensation for
2007, were the preferred shares and warrants issued to him which were valued at
$44,350 for the warrants.  The preferred shares of valued at $40,000
which $3,800 was for prior services and $36,200 was to reduced a due to
shareholder loan.





During
the fourth quarter of 2008 the company incurred $24,114 in consulting expense
paid to Mr. Goldsmith, the previous officer of the Company and
shareholder.





During
the fourth quarter of 2008 the Company granted 10,000,000 warrants to Paragon
Capital LP who holds majority interest in the Company.  The Company
received $10,000 cash as consideration for the warrants (See Note 8 “Warrants
and Options” for additional information).





6.
COMMITMENTS & CONTINGENCIES





The
Company leases office space for the ATM division, under a non-cancelable
operating lease. The lease requires minimum monthly payments of approximately
$550 per month and expires in January 31, 2010.  Rent expense was
$7,476 and $6,571 as of April 30, 2008 and 2007.






22
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS


On
February 5, 2008, Scott Goldsmith (“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
merge.  A liability of $400,000 remains as due to Mr.
Goldsmith.





As of
April 15, 2008, as partial consideration for the cancellation of the 2,000,000
warrants and 1,000,000 Preferred shares, Prevention Insurance.com, Inc paid
$200,000 to a Mr. Goldsmith who designated that the capital be transferred to
Quick Pay which will be conveyed to  Mr. Goldsmith by October 31,
2008. 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 April 30, 2008 approximately $119,000 remains due
to  Mr. Goldsmith by Quick Pay, this liability will be conveyed to Mr.
Goldsmith by October 31, 2008.  As of April 30, 2008 Prevention
Insurance has no further liability to  Mr. Goldsmith in relation to
the initial payment of Mr. Goldsmith of $200,000.





As part
of the amendment to the February 5, 2008 agreement the Company has agreed that a
$10,000 penalty will be paid to Mr. Goldsmith if the Company does not convey the
net assets of Quick Pay by October 31, 2008.  The Company has accrued
for the penalty as of April 30, 2008.





7.
INCOME TAXES





At April
30, 2008 and 2007, the Company had a federal net operating loss carryforward of
approximately $701,400 and $578,400, respectively, which expires through
2028.This
carryforward may be limited upon the consummation of the spin-off of Quick Pay
under Internal Revenue Code Section 381.





Components
of net deferred tax assets, including a valuation allowance, are as follows
(numbers are tax effected)





April
      30,2008
            
            
            2007Deferred
      tax assets:Net
      operating loss carryforward
            
            $
            245,500
            
            
            $
            202,400Stock-based
      compensation
            
            
            40,600
            
            
            
            26,000Total
      deferred tax assets
            
            
            286,100
            
            
            
            228,400Less:
      Valuation Allowance
            
            
            (286,100
            )
            
            
            (228,400
            )Net
      Deferred Tax Assets
            
            $
            --
            
            
            $
            --=====
            
            
            =====





The
valuation allowance for deferred tax assets as of April 30, 2008 and 2007 was
$286,100 and $228,400, respectively. In assessing the recovery of the deferred
tax assets, management 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. Management considers the scheduled reversals of future deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of April 30, 2008 and
2007, and recorded a full valuation allowance.







23
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




Reconciliation
between the statutory rate and the effective tax rate is as
follows:





April
      30,
            
            
            April
      30,2008
            
            
            2007Federal
      statutory tax rate
            
            
            (35.0
            )%
            
            
            (35.0
            )%Change
      in valuation allowance
            
            
            35.0
            %
            
            
            35.0
            %Effective
      tax rate
            
            
            0.0
            %
            
            
            0.0
            %




Upon
adoption of FIN 48 as of May 1, 2007, the Company had no gross unrecognized tax
benefits that, if recognized, would favorably affect the effective income tax
rate in future periods. At April 30, 2008, the amount of gross unrecognized tax
benefits before valuation allowances and the amount that would favorably affect
the effective income tax rate in future periods after valuation allowances were
$0. These amounts consider the guidance in FIN 48-1, "Definition of Settlement
in FASB Interpretation No. 48". The Company has not accrued any additional
interest or penalties as a result of the adoption of FIN 48.  No tax
benefit has been reported in connection with the net operating loss carry
forwards in the consolidated financial statements as the Company believes it is
more likely than not that the net operating loss carry forwards will expire
unused. Accordingly, the potential tax benefits of the net operating loss carry
forwards are offset by a valuation allowance of the same amount. Net operating
loss carry forwards start to expire in 2021.





The
Company files income tax returns in the United States federal jurisdiction. The
Company will file its U.S. federal return for the year ended April 30, 2007 and
April 30, 2008, upon the issuance of this filing. These U.S. federal returns are
considered open tax years as of the date of these consolidated financial
statements. No tax returns are currently under examination by any tax
authorities.







24
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




8.
WARRANTS





The
Company has adopted FASB No. 123R and accounts for stock issued for services,
stock options, and warrants for compensation under the fair value
method.





As
discussed in Note 1, 2,000,000 warrants were issued to an officer with a $0.10
exercise price, a 5 year term, with an applied 297% volatility based on
historical data, which resulted in the Black-Scholes calculated value of $44,350
as expense during the year in accordance with SFAS 123R.  The Company
used a 2.5 year term for purposes of calculating the Black-Scholes
value.  These 2,000,000 warrants have been cancelled as stated per
Note 6.





As
discussed in Note 3, the Company issued 10,000,000 fully vested warrants to
Paragon Capital LP for a consideration of $10,000.  The options are
exercisable over a three year period at $0.01 each to purchase 10,000,000 shares
of common stock.





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





The
following is a schedule of the activity relating to the Company's
warrants.




Year
      Ended
            
            
            Year
      EndedApril
      30, 2008
            
            
            April
      30, 2007Weighted
      Avg.
            
            
            Weighted
      Avg.Exercise
            
            
            
            
            
            ExerciseShares
            
            
            Price
            
            
            Shares
            
            
            PriceWarrants
      outstandingbeginning
      of year
            
            
            2,000,000
            
            
            $
            .10
            
            
            
            -
            
            
            $
            -Granted:Warrants
            
            
            10,000,000
            
            
            $
            0.01
            
            
            
            2,000,000
            
            
            $
            0.10Exercised
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -Cancelled:Warrants
            
            
            (2,000,000
            )
            
            $
            (0.10
            )
            
            
            -
            
            
            $
            -Warrants
      outstanding exercisable at endof
      period 4/30/08 and 4/30/07, respectively
            
            
            10,000,000
            
            
            $
            0.01
            
            
            
            2,000,000
            
            
            $
            0.10Weighted
      average fairvalue
      of warrants granted during the year
            
            $
            10,000
            
            
            
            
            
            
            $
            44,350







25
 Table of Contents


PREVENTION
INSURANCE.COM, INC.
 NOTES
TO FINANCIAL STATEMENTS




The
following table summarizes information about the Company's common stock warrants
outstanding at April 30, 2008.





Weighted
            AverageRange
      of
            Number
            Remaining
            Weighted
      Average
            Life
      ExerciseExercise
            Prices
            Outstanding
            Contractual
            Price$         0.01
            $      0.01
            10,000,000
            3
      years
            $       0.01





As of
April 30, 2008, the common stock equivalents of the Company exceeded the total
common stock available for issuance by approximately 7,872,933 shares.  The
Company’s Chief Executive Officer, Alan P. Donenfeld, as a beneficial owner for
securities held by Paragon Capital LP, holds a Warrant that is exercisable into
10,000,000 common shares of the Company.  Unless and until there is enough
authorized common stock available to cover all common stock equivalents, Mr.
Donenfeld and Paragon Capital LP will not exercise any of their
warrants.




9.  ACQUISITION
LIABILTIY





The
Company received $22,000 as of April 30, 2007 and $5,000 as of July 31, 2007 as
a deposit related to a potential merger.  This amounts were initially
recorded as an acquisition liability, because the final terms and requisite due
diligence had not been completed.  Per the Letter of Intent between
the Company and Yin Sen Enterprise Co. Ltd., should the merger not go through
due to cancelation by Yin Sen Enterprise, the funds are treatable as a
non-refundable deposit.  During second quarter of fiscal year ended
2008, the merger talks ceased due to non-performance by the merger candidate and
per the agreement terms, the funds were treated as a non-refundable deposit and
reclassified to other income.








26
 Table of Contents








ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.





None.




ITEM 8A. CONTROLS AND PROCEDURES





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





The
management of Prevention Insurance.com, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company's principal executive and principal financial
officers and effected by the company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





-Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;


-Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and


-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.





Our
management has not made a comprehensive review, evaluation, and assessment of
our internal control over financial reporting as of April 30, 2008. Based on
that, management concluded that, as of April 30, 2008, our internal control over
financial reporting was not effective.





INEFFECTIVE
CONTROLS RELATED TO THE ACCOUNTING PROCESS





The
Company's design and operation of controls with respect to the process of
preparing and reviewing the annual and interim financial statements are
ineffective. Deficiencies identified include the inadequate segregations of
duties, lack of controls over procedures used to enter transactions into the
general ledger, and lack of appropriate review of the reconciliations and
supporting workpapers used in the financial close and reporting process.
Additionally the revenue and disbursement cycles were also identifies as areas
of significant internal control deficiency. While these deficiencies did not
result in a material misstatement of the financial statements, due to the
potential pervasive effect on the financial statement account balances and
disclosures and the importance of the annual and interim financial closing and
reporting process, in the aggregate, management has concluded that there is more
than a remote likelihood that a material misstatement in our annual or interim
financial statements could occur and would not be prevented or
detected.  Management intends on discussing this issue with its
outside consultants to develop controls which are better applicable to its
industry and size.







27
 Table of Contents




ITEM
8A(T)





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal controls over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to the temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report








PART
III





ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





The
following table sets forth certain information concerning our officers and
directors.




Name
              Age
              PositionAlan P.
      Donenfeld
              51
              President, CEO and
      Director


Other
than those mentioned above, we have no employees and do not anticipate hiring
any in the future until we further develop our business plan described herein.
None of our directors, executive officers, promoters or control persons has been
involved in any legal proceedings material to the evaluation of the ability or
integrity of any of the aforementioned persons.





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. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock, have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.




ITEM 10. EXECUTIVE COMPENSATION.





The
following table sets forth certain information concerning the annual
compensation paid to our executive officers during our last three fiscal years.
We have not paid or awarded any long-term compensation to any person during the
past three years, and we have no long-term incentive plans.







28
 Table of Contents




Name
      & Principal
                    Other
                    
                    AnnualPosition
      Year
                    Salary
      Bonus
                    
                    CompensationScott
      C. Goldsmith
                    2008
                    
                    $
                    76,124Previous
      President/CEO
                    2007
                    
                    $
                    124,1772006
                    
                    $
                    98,5442005
                    
                    $
                    111,8452004
                    
                    $
                    68,3052003
                    
                    $
                    61,3822002
                    
                    $
                    6,340Alan
      P. DonenfeldPresident/CEO
                    2008
                    
                    $
                    --


We have
formulated no plans as to the amounts of future cash
compensation.  Any additional personnel required would have salaries
negotiated.




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.





Security
Ownership of Management and Certain Beneficial Owners





The
following table sets forth information as of the date of this Form 10-KSB
certain information with respect to the beneficial ownership of the Common Stock
of the Company concerning stock ownership by (i) each director, (ii) each
executive officer, (iii) the directors and officers of the Company as a group,
(iv) and each person known by the Company to own beneficially more than five
(5%) of the Common Stock. Unless otherwise indicated, the owners have sole
voting and investment power with respect to their respective
shares.





Beneficial
ownership is determined under the rules of the Securities and Exchange
Commission. In general, these rules attribute beneficial ownership of securities
to persons who possess sole or shared voting power and/or investment power with
respect to those securities and includes, among other things, securities that an
individual has the right to acquire within 60 days. Unless otherwise indicated,
the stockholders identified in the following table have sole voting and
investment power with respect to all shares shown as beneficially owned by
them.




Title
      of Class
              
              Name
      of Beneficial Owner
              
              Beneficial
      Ownership
              
              Percent
      Class (1)Common
      Stock
              
              Alan
      P. Donenfeld
              
              71,428,571
              
              73%Common
      Stock
              
              Scott
      C. Goldsmith
              
              2,482,500
              
              3%


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





(1)
Based upon 97,872,933 shares issued and outstanding.








29
 Table of Contents







ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.





There
have been no material transactions, series of similar transactions or currently
proposed transactions to which the Company or any officer, director, their
immediate families or other beneficial owner is a party or has a material
interest in which the amount exceeds $50,000.




ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.





(a)
EXHIBITS.





The
following documents are included as exhibits to this report:





Exhibit
31. Certifications required by Rule 13a-14(a) or Rule 15d-14(a)





31.1
Certification of Chief Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.





Exhibit
32. Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.





32.1
Certification of Chief Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C.ss.1850 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.





Prevention
Insurance report on Form 8-K dated June 15, 2007





On June
15, 2007, Registrant filed a Current Report on Form 8-K notifying shareholders
that on June 10, 2007 the audit committee (the "Audit Committee") of the
Directors of Prevention Insurance.com, Inc. (the "Company") approved and
accepted the resignation letter of Beadle, McBride, Evans and Reeves, LLP
("BME&R") as the Company's independent registered public accounting firm,
dated April 30, 2007.





Prevention
Insurance report on Form 8-K dated July 25, 2007





On June
25, 2007, Registrant filed a Current Report on Form 8-K notifying shareholders
that On July 18, 2007 the audit committee of the Company appointed Lynda R.
Keeton CPA, LLC as the Company's new independent registered public accounting
firm beginning with the fiscal years and through July 18, 2007 the Company did
not consult with Lynda R. Keeton CPA, LLC regarding either (1) The application
of accounting principles to any specific completed or proposed transaction, (2)
The type of audit opinion that might be rendered on the Company's financial
statements or (3) any matters or reportable events as set forth in Item
304(a)(1)(iv) and (v) of Regulation S-K.








30
 Table of Contents











ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Audit
Fees





For the
fiscal years ended April 30, 2008, the Company's principal accountant billed
approximately $25,000, for the audit of the Company's annual financial
statements and review of financial statements included in the Company's Form
10-QSB filings.





Tax
Fees





For the
fiscal years ended April 30, 2008 and 2007, the Company's principal accountant
and prior accountant billed $0 and $0, respectively, for tax compliance, tax
advice, and tax planning services.





All Other
Fees





For the
fiscal years ended April 30, 2008 and 2007, the Company's principal accountant
and prior accountant billed $0 and $0, respectively, for products and services
other than those described above.





Pre-approval
Policies and Procedures





Prior to
engaging the Company's accountants to perform a particular service, the
Company's board of directors obtains an estimate for the service to be
performed. The board of directors, in accordance with procedures for the
Company, approved all of the services described above prior to the services
being performed.










31
 Table of Contents




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








Date:
August 19,
2008              Prevention Insurance.com, Inc.








By:
/s/ Alan P.
Donenfeld


Alan
P. Donenfeld, President







In
accordance with Section 12 of the Securities Exchange Act of 1934, the small
business issuer caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.







Date:
August 19,
2008                Prevention Insurance.com, Inc.




By: /s/ Alan P.
Donenfeld


Alan P.
Donenfeld, President