UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




(Mark One)x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the fiscal year ended:  April 30,
2009





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ________ to ________





Commission
File No. 000-32389





PREVENTION
INSURANCE.COM


(Exact
name of registrant as specified in its charter)





Nevada
            
            88-0126444(State
      or other jurisdiction of
            
            (I.R.S.
      employerincorporation
      or formation)
            
            identification
      number)





c/o
Paragon Capital LP


110
East 59th Street, 29th Floor


New York, NY
10022


(Address
of principal executive offices)




Issuer’s
      telephone number:
            
            (212)
      593-1600Issuer’s
      facsimile number:
            
            (212)
      202-5022





N/A


(Former
name, former address and former


fiscal
year, if changed since last report)





Copies
to:


The
Sourlis Law Firm


Virginia
K. Sourlis, Esq.


The
Galleria


2
Bridge Avenue


Red
Bank, New Jersey 07701


(732) 530-9007


www.SourlisLaw.com





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)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




Yes  ̈No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.




Yes  ̈No x




1




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.




Yesx
No ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes  ̈No x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈





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




Large
      accelerated filer
            
             ̈
            Accelerated
      filer
            
             ̈Non-accelerated
      filer
            
             ̈
            Smaller
      reporting company
            
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




Yes x
No ̈





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
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.





As of the
last business day of the Issuer’s most recently completed fiscal year April 30,
2009, the aggregate market value of the voting and non-voting common equity held
by non-affiliates was approximately $396,664.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





As of
August 12, 2009, ­there were 97,872,933 shares of Common Stock, $0.01 par
value per share.





DOCUMENTS
INCORPORATED BY REFERENCE:


None


2


Table
of Contents





PAGEPART
      IItem
      1.
            Description
      of Business.
            4Item
      1A.
            Risk
      Factors
            6Item
      1B
            Unresolved
      Staff Comments
            10Item
      2.
            Description
      of Property.
            10Item
      3.
            Legal
      Proceedings.
            10Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            10PART
      IIItem
      5.
            Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities.
            11Item
      6
            Selected
      Financial Data
            13Item
      7.
            Management’s
      Discussion and Analysis or Plan of Operation.
            13Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            14Item
      8.
            Financial
      Statements.
            14Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            15Item
      9AT.
            Controls
      and Procedures.
            15Item
      9B.
            Other
      Information.
            16PART
      IIIItem
      10.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(a) of the Exchange Act.
            16Item
      11.
            Executive
      Compensation.
            17Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            17Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            18Item
      14.
            Principal
      Accountant Fees and Services.
            19Item
      15.
            Exhibits
      and Reports on Form 8-K
            20SIGNATURES
            
            
            21CERTIFICATIONS
            
            
            22







3


PART
I





FORWARD-LOOKING
STATEMENTS





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





Item 1. Description of
Business





BUSINESS
DEVELOPMENT & BUSINESS OVERVIEW





Prevention
Insurance.com (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. The name was later changed to Vita Industries,
Inc. and in 1999 again changed to Prevention Insurance.com.





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.





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 we never 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 focused on development of ATM
machine sale operations. On December 28, 2007 the Company entered into an
agreement where the Company effected a change in control and resulting in the
divestiture of the ATM division “Quick Pay”. During the third 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 divestiture occurred on October 31, 2008 and resulted in the conveyance of
$59,914 in net liabilities.





4




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, as amended, providing for, among other
items, (a) cancellation of Mr. Goldsmith’s Preferred stock, (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 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, regardless of any stock splits for
a period from four years from the date of the issuance of the stock and (5)
future assignment of warrants held by Paragon to Mr. Goldsmith upon completion
of a reverse merge. A liability of $400,000 remains due to Mr. Goldsmith,
although this liability can be repaid during July 2009 through September 2009,
at the option of the Company, through the issuance of 1,600,000 shares of common
stock of the Company.





As of
April 15, 2008, as partial consideration for the cancellation of the 2,000,000
warrants and 1,000,000 preferred shares, the Company paid $200,000 to Mr.
Goldsmith who designated that the capital be transferred to Quick Pay. As of
April 30, 2009 the Company Conveyed $59,914 in net liabilities of Quick Pay
to Mr. Goldsmith. The Company does not anticipate any additional liability
related to the conveyance of Quick Pay.





As part
of the amendment to the February 5, 2008 agreement, the Company had agreed that
a $10,000 penalty would be paid to Mr. Goldsmith if the Company did not convey
the net assets of Quick Pay by October 31, 2008. The Company previously accrued
for the penalty as of April 30, 2008. The Company has conveyed Quick Pay and
therefore a gain due to compliance of the contingency was recognized in the
amount of $10,000.





As of
April 30, 2009, the Company is a shell company as defined in Rule 12b-2 of the
Exchange Act.  The Company’s business is to pursue a business
combination through acquisition, or merger with, an existing company. The
Company has not conducted negotiations or entered into a letter of intent
concerning any target business. No assurances can be given that the Company will
be successful in locating or negotiating with any target company.





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.





5




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 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.





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.





As of
April 30, 2009, the Company is a shell company as defined in Rule 12b-2 of the
Exchange Act.  The Company’s business is to pursue a business
combination through acquisition, or merger with, an existing company. The
Company has not conducted negotiations or entered into a letter of intent
concerning any target business. No assurances can be given that the Company will
be successful in locating or negotiating with any target company.





Number of
Employees:





As of
April 30, 2009, the Company had no employees.








Item 1A. Risk
Factors





RISKS ASSOCIATED WITH OUR
BUSINESS




6


In
addition to the other information in this report, the following risks should be
considered carefully in evaluating our business and prospects:





AN
INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES AN
EXTREMELY HIGH DEGREE OF RISK.





There may
be conflicts of interest between our management and our non-management
stockholders.





Conflicts
of interest create the risk that management may have an incentive to act
adversely to the interests of other investors. A conflict of interest may arise
between our management’s personal pecuniary interest and its fiduciary duty to
our stockholders. Further, our management’s own pecuniary interest may at some
point compromise its fiduciary duty to our stockholders. In addition, our
officers and directors are currently involved with other blank check companies
and conflicts in the pursuit of business combinations with such other blank
check companies with which they and other members of our management are, and may
be the future be, affiliated with may arise. If we and the other blank check
companies that our officers and directors are affiliated with desire to take
advantage of the same opportunity, then those officers and directors that are
affiliated with both companies would abstain from voting upon the opportunity.
In the event of identical officers and directors, the officers and directors
will arbitrarily determine the company that will be entitled to proceed with the
proposed transaction.





THERE
IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF
THE TYPE CONTEMPLATED BY MANAGEMENT.





We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of
seeking mergers with, joint ventures with and acquisitions of small private and
public entities. A large number of established and well-financed entities,
including small public companies and venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.





FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.





The
nature of our operations is highly speculative and there is a consequent risk of
loss of your investment. The success of our plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, we cannot
assure you that we will be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.





We have
no arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination.
Management has not identified any particular industry or specific business
within an industry for evaluation. We cannot guarantee that we will be able to
negotiate a business combination on favorable terms, and there is consequently a
risk that funds allocated to the purchase of our shares will not be invested in
a company with active business operations.





MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company’s affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.





THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.




7


Target
companies that fail to comply with SEC reporting requirements may delay or
preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition
prospects that do not have or are unable to obtain the required audited
statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.





THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.





Although
we will be subject to the reporting requirements under the Exchange Act,
management believes we will not be subject to regulation under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), since we will
not be engaged in the business of investing or trading in securities. If we
engage in business combinations which result in our holding passive investment
interests in a number of entities, we could be subject to regulation under the
Investment Company Act. If so, we would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.




ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.





Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.





OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A “REVERSE MERGER”,
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.





Additional
risks may exist since we will assist a privately held business to become public
through a “reverse merger.” Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





WE
CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS; OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE.





Following
a business combination, we may seek the listing of our common stock on NASDAQ or
the American Stock Exchange. However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing standards of either of
those or any other stock exchange, or that we will be able to maintain a listing
of our common stock on either of those or any other stock exchange. After
completing a business combination, until our common stock is listed on the
NASDAQ or another stock exchange, we expect that our common stock would be
eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
system, or on the “pink sheets,” where our stockholders may find it more
difficult to dispose of shares or obtain accurate quotations as to the market
value of our common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes various
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors.
Consequently, such rule may deter broker-dealers from recommending or selling
our common stock, which may further affect its liquidity. This would also make
it more difficult for us to raise additional capital following a business
combination.





8


THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until we complete a business combination with
an operating business and such business files a registration statement under the
Securities Act of 1933, as amended. Additionally, we have never paid dividends
on our Common Stock and do not presently intend to pay any dividends in the
foreseeable future. We anticipate that any funds available for payment of
dividends will be re-invested into the Company to further its business
strategy.





WE
WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.





As of
April 30, 2009, we had $4,253 in cash on hand, a net income of $9,544 and a
stockholders’ deficit of $4,050,503, causing our auditors to express their doubt
as to our ability to continue as a going concern. We will be required to seek
additional financing in the future to respond to increased expenses or
shortfalls in anticipated revenues, accelerate product development and
deployment, respond to competitive pressures, develop new or enhanced products,
or take advantage of unanticipated acquisition opportunities. We cannot be
certain we will be able to find such additional financing on reasonable terms,
or at all. If we are unable to obtain additional financing when needed, we could
be required to modify our business plan in accordance with the extent of
available financing.





IF
WE ENGAGE IN ACQUISITIONS, WE MAY EXPERIENCE SIGNIFICANT COSTS AND DIFFICULTY
ASSIMILATING THE OPERATIONS OR PERSONNEL OF THE ACQUIRED COMPANIES, WHICH COULD
THREATEN OUR FUTURE GROWTH.





If we
make any acquisitions, we could have difficulty assimilating the operations,
technologies and products acquired or integrating or retaining personnel of
acquired companies. In addition, acquisitions may involve entering markets in
which we have no or limited direct prior experience. The occurrence of any one
or more of these factors could disrupt our ongoing business, distract our
management and employees and increase our expenses. In addition, pursuing
acquisition opportunities could divert our management’s attention from our
ongoing business operations and result in decreased operating performance.
Moreover, our profitability may suffer because of acquisition-related costs or
amortization of acquired goodwill and other intangible assets. Furthermore, we
may have to incur debt or issue equity securities in future acquisitions. The
issuance of equity securities would dilute our existing
stockholders.





IF
WE CANNOT ATTRACT, RETAIN, MOTIVATE AND INTEGRATE ADDITIONAL SKILLED PERSONNEL,
OUR ABILITY TO COMPETE WILL BE IMPAIRED.





Many of
our current and potential competitors have more employees than we do. Our
success depends in large part on our ability to attract, retain and motivate
highly qualified management and technical personnel. We face intense competition
for qualified personnel. The industry in which we compete has a high level of
employee mobility and aggressive recruiting of skilled personnel. If we are
unable to continue to employ our key personnel or to attract and retain
qualified personnel in the future, our ability to successfully execute our
business plan will be jeopardized and our growth will be inhibited.





BECAUSE
OUR OFFICERS AND DIRECTORS ARE INDEMNIFIED AGAINST CERTAIN LOSSES, WE MAY BE
EXPOSED TO COSTS ASSOCIATED WITH LITIGATION.





If our
directors or officers become exposed to liabilities invoking the indemnification
provisions, we could be exposed to additional non-reimbursable costs, including
legal fees. Our articles of incorporation and bylaws provide that our directors
and officers will not be liable to us or to any shareholder and will be
indemnified and held harmless for any consequences of any act or omission by the
directors and officers unless the act or omission constitutes gross negligence
or willful misconduct. Extended or protracted litigation could have a material
adverse effect on our cash flow.





OUR
STOCK PRICE MAY BE VOLATILE.





The
market price of our common stock will likely fluctuate significantly in response
to the following factors, some of which are beyond our control:





●
            Variations
      in our quarterly operating results;





●
            Changes
      in financial estimates of our revenues and operating results by securities
      analysts;





●
            Changes
      in market valuations of telecommunications equipment
      companies;





9


●
            Announcements
      by us of significant contracts, acquisitions, strategic partnerships,
      joint ventures or capital
commitments;





●
            Additions
      or departures of key personnel;





●
            Future
      sales of our common stock;





●
            Stock
      market price and volume fluctuations attributable to inconsistent trading
      volume levels of our stock;





●
            Commencement
      of or involvement in litigation.





In
addition, the equity markets have experienced volatility that has particularly
affected the market prices of equity securities issued by technology companies
and that often has been unrelated or disproportionate to the operating results
of those companies. These broad market fluctuations may adversely affect the
market price of our common stock.





WE
DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.





We have
not paid any dividends on our Common Stock since inception and do not anticipate
paying any dividends on our Common Stock in the foreseeable future. Instead, we
intend to retain any future earnings for use in the operation and expansion of
our business.





Item 1B. Unresolved Staff
Comments





Not
applicable.





Item 2. Description of
Properties





We do not own or lease any properties and at this time have no
agreements to own or lease any properties in the near future.





Item 3. Legal
Proceedings





The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.





Item 4. Submission of
Matters to a Vote of Security Holders





None.


10


PART
II





Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities





Market Information.
Our Common Stock is traded on the over-the-counter securities market, the Pink
Sheets, 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. Any investment in our Company
should be considered extremely risky as we are a shell company with no business
operations and no revenues.





(a)
Capital Stock





Common
Stock:





The
Company is authorized by its Certificate of Incorporation, as amended, to issue
an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are
shares of Common Stock, par value $0.01 per share (the “Common Stock”). As of
the date hereof, 97,872,933 shares of Common Stock are issued and outstanding,
and there are approximately 471 holders of record of the Common
Stock.





The
Common Stock is not listed on a publicly-traded market or exchange.





Preferred
Stock:





Our
Certificate of Incorporation authorizes the issuance of up to 2,000,000 shares
of preferred stock, par value $0.01 per share and 8,000,000 shares of Preferred
stock, par value of $0.001 (the “Preferred Stock”). The Company has not yet
issued any of its preferred stock.





(b)
Market Information. Our Common Stock is no longer traded on the over-the-counter
securities market. It had previously been traded on the OTC Bulletin Board under
the symbol "PVNC".





Warrants:





For the
years ended April 30, 2009 and 2008 the Company issued fully vested warrants
totaling 45,000,000 and 10,000,000, respectively.
 
 For
the year ended April 30, 2009:




On August
29, 2008, the Company issued 20,000,000 fully vested warrants to Paragon Capital
LP for a consideration of $20,000. The options are exercisable over a three year
period at $0.01 each to purchase 20,000,000 shares of common stock.





On
October 8, 2008, 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 $0.005 each to purchase 10,000,000 shares of common
stock.





On
January 28, 2009, the Company issued 15,000,000 fully vested warrants to Paragon
Capital LP for a consideration of $15,000. The options are exercisable over a
three year period at $0.005 each to purchase 15,000,000 shares of common stock.
There were no other options granted or exercised by the directors and executive
officers outstanding as of April 30, 2009.





As of
April 30, 2009, the common stock equivalents of the Company exceeded the total
common stock available for issuance by approximately 52,872,933 shares. The
Company’s Chief Executive Officer, Alan P. Donenfeld, as a beneficial owner for
securities held by Paragon Capital LP, holds Warrants that are exercisable into
55,000,000 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.


For
the year ended April 30, 2008:
 
 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.


(c)
Holders of the Company's Securities. April 30, 2009, there were 470 holders of
record of shares of the common stock.





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





Recent
Sales of Unregistered Securities





As
of and for the year ended April 30, 2009





As of
April 30, 2009, 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.





11


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 during the year ended April 30, 2008.





As
of and for the year ended April 30, 2008





As of
April 30, 2008, 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.





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.





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
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
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 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
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).





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
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 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 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).




Related
Party Transactions





During
the year ended April 30, 2009, the Company granted 45,000,000 warrants to
Paragon Capital LP who holds majority interest in the Company. The Company
received $45,000 cash as consideration for the warrants.





For the
years ended April 30, 2009 and 2008, officer compensation totaled $0 and
$76,124, 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 was conveyed to Mr.
Goldsmith on October 31, 2008.





For the
years ended April 30, 2009 and 2008, $0 and $38,062 of officer compensation was
included as continuing operations.





During
the year ended April 30, 2008, the Company incurred $24,114 in consulting
expense paid to Mr. Goldsmith, the previous officer of the Company and
shareholder.





During
the year ended April 30, 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.





12


Item 6. Selected Financial
Data





Not
applicable.





Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





You
should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related notes
included elsewhere in this Annual Report. This discussion contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ materially from those we currently anticipate as a result of
many factors, including the factors we describe under "Risk Factors” and
elsewhere in this Annual Report.





Forward
Looking Statements





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:





·
            discuss
      our future expectations;





·
            contain
      projections of our future results of operations or of our financial
      condition; and





·
            state
      other "forward-looking"
information.





We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Annual Report. See "Risk Factors."





Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “Prevention
Insurance” in this Annual Report collectively refers to the
Company.





A. Plan
of Operations for the Coming Year





As of
April 30, 2009, the Company is a shell company as defined in Rule 12b-2 of the
Exchange Act.  The Company’s current business is to pursue a business
combination through acquisition, or merger with, an existing company. The
Company’s ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company and ultimately achieve profitable operations. No assurances can
be given that the Company will be successful in locating or negotiating with any
target company.





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-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.





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.





13


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 has divested itself of the ATM machine sales operations as
of October 31, 2008.





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 purchasing 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, has been discontinued and was conveyed to Mr. Goldsmith on
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 October 31, 2008, Quick Pay’s
net liabilities amount was eliminated from our balance sheet and is not
anticipated to result in any further risk or liability.





Since we
divested our only operating division historical results provide no meaningful
trend analysis for future financial results.







Item 7A. Quantitative and
Qualitative Disclosures about Market Risk





Not
applicable.




Item 8.
Financial Statements and Supplementary Data





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














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


14


Report of
Independent Registered Public Accounting Firm




To the
Board of Directors of


Prevention
Insurance.com:





We have
audited the accompanying balance sheet of Prevention Insurance.com as of April
30, 2008 and the related statements of operations, stockholders’ deficit, and
cash flows for of the year 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 the results of its operations and its cash flows for the
year 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 9 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
9.  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


Henderson,
NV


August
14, 2008, except for Footnote 8, as to which the date is August 12,
2009




F-1








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors


Prevention
Insurance.com





We have
audited the accompanying balance sheet of Prevention Insurance.com (“the
Company”) as of April 30, 2009 and the related statements of operations, changes
in stockholders’ equity (deficit) and cash flows for the year then ended. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of April 30, 2009
and the results of its operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 9 to the financial
statements, as of April 30, 2009, the Company is a shell company as defined in
Rule 12b-2 of the Exchange Act. The Company’s current business is to pursue a
business combination through acquisition, or merger with, an existing company.
The Company’s ability to continue as a going concern is dependent upon its
ability to develop additional sources of capital, locate and complete a merger
with another company and ultimately achieve profitable operations. No assurances
can be given that the Company will be successful in locating or negotiating with
any target company. These conditions raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Conner & Associates, PC


CONNER
& ASSOCIATES, PC


Newtown,
Pennsylvania


10 August
2009


F-2








PREVENTION
      INSURANCE.COMBALANCE
      SHEETSASSETSApril
      30, 2009
            
            
            April
      30, 2008Current assetsCash
            
            $
            4,253
            
            
            $
            9,440Total
      current assets
            
            
            4,253
            
            
            
            9,440Total
      assets
            
            $
            4,253
            
            
            $
            9,440LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)Current liabilitiesAccounts
      payable
            
            $
            8,754
            
            
            $
            -Net
      liabilities to be spun-off, net of related assets of $0 and
      $59,800.
            
            
            -
            
            
            
            58,485Contingent
      liability
            
            
            -
            
            
            
            10,000Due
      to shareholder
            
            
            400,000
            
            
            
            400,000Total
      current liabilities
            
            
            408,754
            
            
            
            468,485Total
      liabilities
            
            $
            408,754
            
            
            $
            468,485Commitments
      and contingencies
            
            
            -
            
            
            
            -Stockholders' deficitPreferred
      stock, par value $0.001; 8,000,000 shares authorized; zero shares
      issued
            
            
            -
            
            
            
            -Preferred
      stock, par value $0.01; 2,000,000 shares authorized: zero shares
      issued
            
            
            -
            
            
            
            -Common
      stock, $0.01 par value; 100,000,000 shares authorized;97,872,933
      shares issued and outstanding
            
            
            978,730
            
            
            
            978,730Additional
      paid in capital
            
            
            2,720,226
            
            
            
            2,675,226Treasury
      stock, 24,142 shares, at cost
            
            
            (52,954
            )
            
            
            (52,954
            )Accumulated
      (deficit)
            
            
            (4,050,503
            )
            
            
            (4,060,047
            )Total
      stockholders' (deficit)
            
            
            (404,501
            )
            
            
            (459,045
            )Total
      liabilities and stockholders' (deficit)
            
            $
            4,253
            
            
            $
            9,440The
      accompanying notes are an integral part of these financial
      statements.





F-3





PREVENTION
      INSURANCE.COMSTATEMENTS
      OF OPERATIONSFor
      the Years EndedApril
      30,2009
            
            
            2008Revenue
            
            $
            -
            
            
            $
            -Operating
      expensesGeneral
      and administrative
            
            
            37,620
            
            
            
            49,614Officers
      compensation
            
            
            -
            
            
            
            38,062Total
      operating expenses
            
            
            37,620
            
            
            
            87,676Operating
      loss from continuing operations
            
            
            (37,620
            )
            
            
            (87,676
            )Other
      income (expense)Other
      income
            
            
            -
            
            
            
            29,964Gain
      on contingency
            
            
            10,000
            
            
            
            -Total
      other income (expense)
            
            
            10,000
            
            
            
            29,964Loss
      from continuing operations
            
            
            (27,620
            )
            
            
            (57,712
            )Discontinued
      operationsGain
      on disposal of operating activity
            
            
            59,914
            
            
            
            -Loss
      on discontinued operations
            
            
            (22,750
            )
            
            
            (107,316
            )Income
      (loss) from discontinued operations
            
            
            37,164
            
            
            
            (107,316
            )Net
      income (loss)
            
            $
            9,544
            
            
            $
            (165,028
            )Earnings
      per commons share - basic and dilutive:Income
      (loss) from continuing operations
            
            $
            (0.0003
            )
            
            $
            (0.0012
            )Income
      (loss) from discontinued operations
            
            $
            0.0004
            
            
            $
            (0.0022
            )Net
      income (loss)
            
            $
            0.0001
            
            
            $
            (0.0034
            )Weighted
      average common shares outstandingBasic
      and dilutive
            
            
            97,872,933
            
            
            
            47,838,685The
      accompanying notes are an integral part of these financial
      statements.





F-4


PREVENTION INSURANCE.COMSTATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)Additional
            
            
            
            
            
            
            
            
            Stockholders'Preferred
      Stock
            
            
            Common
      Stock
            
            
            Paid
      -In
            
            
            Treasury
            
            
            Accumulated
            
            
            EquityShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Stock
            
            
            Deficit
            
            
            (Deficit)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
            )Issuance
      of warrants for cash to shareholder
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            45,000
            
            
            
            
            
            
            
            
            
            
            
            45,000Net
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,544
            
            
            
            9,544Balance,
      April 30, 2009
            
            
            
            
            
            $
            -
            
            
            
            97,872,933
            
            
            $
            978,730
            
            
            $
            2,720,226
            
            
            $
            (52,954
            )
            
            $
            (4,050,503
            )
            
            $
            (404,501
            )The
      accompanying notes are an integral part of these financial
      statements.





F-5


PREVENTION INSURANCE.COMSTATEMENTS
      OF CASH FLOWSFor
      the year ended April 30,2009
            
            
            2008Cash
      flows from operating activities:Net
      Income (loss)
            
            $
            9,544
            
            
            $
            (165,028
            )Adjustments
      to reconcile net loss to provided by operating activities:Stock
      issued for services
            
            
            -
            
            
            
            42,000Gain
      on disposal of operating activity
            
            
            (59,914
            )
            
            
            -Gain
      on contingency
            
            
            (10,000
            )
            
            
            10,000Changes
      in assets and liabilities:Assets
            
            
            -
            
            
            
            5,228Accounts
      payable
            
            
            8,754
            
            
            
            (238,430
            )Net
      cash used by operating activities
            
            
            (51,616
            )
            
            
            (346,230
            )Cash
      flows from investing activities:Change
      in net liabilities spun-off
            
            
            1,428
            
            
            
            58,485Net
      cash provided by investing activities
            
            
            1,428
            
            
            
            58,485Cash
      flows from financing activities:Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            292,500Proceeds
      from issuance of warrants
            
            
            45,000
            
            
            
            10,000(Decrease)
      in acquisition liability
            
            
            -
            
            
            
            (22,000
            )Net
      cash provided by financing activities
            
            
            45,000
            
            
            
            280,500Net
      change in cash
            
            
            (5,187
            )
            
            
            (7,245
            )Cash,
      beginning of year
            
            
            9,440
            
            
            
            16,685Cash,
      end of year
            
            $
            4,253
            
            
            $
            9,440Supplemental
      cash flow disclosures:Interest
      paid
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -Supplemental
      non-cash investing and financing activities:Consideration
      given for cancelation of preferred shares and warrants
            
            $
            -
            
            
            $
            605,420The
      accompanying notes are an integral part of these condensed financial
      statements.





F-6




PREVENTION
INSURANCE.COM


NOTES TO
FINANCIAL STATEMENTS


April 30,
2009 and 2008


____________________________________________________________________________________________________________





1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF
PRESENTATION





Nature
of Business





Prevention
Insurance.Com (the “Company”) was incorporated under the laws of the State of
Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its
remaining inventory and changed its name to Prevention Insurance.com. Since
2005, the Company added a second line of business and has been focused on its
development of its ATM machine sale operations. On December 28, 2007, the
Company entered into an agreement where the Company had a change in control and
which resulted in the divestiture of the ATM division “Quick Pay”. The Company
divested itself of the ATM machine sales operations on October 31,
2008.





As of
April 30, 2009, the Company is a shell company as defined in Rule 12b-2 of the
Exchange Act. The Company’s business is to pursue a business combination through
acquisition, or merger with, an existing company. No assurances can be given
that the Company will be successful in locating or negotiating with any target
company.





Basis
of Presentation





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





Use
of Estimates





The
preparation of financial statements in conformity with 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.




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, 2009 and 2008.





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 the year ended April 30, 2009, the Coompany did not
have enough authorized and issued common shares to cover the 55,000,000 warrants
that were granted.  Until such time that the Board of Directors
authorized an increase in the authorized number of common shares to cover the
55,000,000 warrants, the weighted average number of shares for the basic and
diluted calculations will remian the same.  For the year ended April
30,2008, 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 years ended April 30, 2009 and April 30, 2008 were 97,872,933 and
47,838,685, respectively.




F-7




Revenue
Recognition





For the
years ended April 30, 2009 and 2008, the Company did not realize any revenue
from continuing operations. Commission income from the sale of ATM machines was
recognized at the time of sale. This commission income is presented as part of
the 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 123(R) in accounting for stock options
issued to employees. For stock options and warrants issued to non-employees, the
Company applies SFAS No. 123(R), 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 year ended April 30, 2009, the Company did not issue any shares for
services.





During
the year ended April 30, 2008, 800,000 common 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 123(R). 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 and Mr. Goldsmith dated February 5,
2008.





During
the years ended April 30, 2009 and 2008, the Company did not issue any options
as stock based compensation to any officers, directors, or
non-employees.





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 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.





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.





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





F-8




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





2.
NET LIABILITIES TO BE SPUN OUT





During
the year ended April 30, 2008, in association with the change of control,
management of the Company 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.





During
the year ended April 30, 2009, the divestiture took place and was 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.





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





The following is a summary of
activities from discontinued operations for the year ended April 30, 2009 and
2008:





Years
      ended April 30,2009
            
            
            2008Commission
      revenue
            
            $
            115,517
            
            
            $
            140,507Operating
      expenses
            
            
            (138,267
            )
            
            
            (247,823
            )Loss
      from discontinued operations
            
            $
            (22,750
            )
            
            $
            (107,316
            )








3.
STOCKHOLDERS’ EQUITY





As
of and for the year ended April 30, 2009





As of
April 30, 2009, 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 during the year ended April 30, 2008.




F-9


As
of and for the year ended April 30, 2008





As of
April 30, 2008, 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.





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.





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
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
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 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
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).





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
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 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 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).




4.
RELATED PARTY TRANSACTIONS





During
the year ended April 30, 2009, the Company granted 45,000,000 warrants to
Paragon Capital LP who holds majority interest in the Company. The Company
received $45,000 cash as consideration for the warrants.





For the
years ended April 30, 2009 and 2008, officer compensation totaled $0 and
$76,124, 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 was conveyed to Mr.
Goldsmith on October 31, 2008.





For the
years ended April 30, 2009 and 2008, $0 and $38,062 of officer compensation was
included as continuing operations.





During
the year ended April 30, 2008, the Company incurred $24,114 in consulting
expense paid to Mr. Goldsmith, the previous officer of the Company and
shareholder.





During
the year ended April 30, 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.




F-10





5.
COMMITMENTS & CONTINGENCIES





As
of and for the year ended April 30, 2009





As of
April 30, 2009, the Company maintains office space in New York City with the
Company’s majority shareholder at no cost to the Company.





As
of and for the year ended April 30, 2008





For the
year ended April 30, 2008, the Company leased 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. For
the year ended April 30, 2008, the rent expense was $7,476.This lease obligation was part of the divestiture of the Company’s assets on
October 31, 2008.





On
February 5, 2008, Mr. Goldsmith, Paragon Capital LP and the Company signed an
Agreement and Release providing for, among other items, (1) cancellation of Mr.
Goldsmith’s Preferred stock, (2) cancellation of Mr. Goldsmith’s warrants, in
exchange for (1) payment in full of all of the Company’s liabilities, debts, and
payables, (2) an initial payment to Mr. Goldsmith of $200,000, (3) conveyance of
the assets and liabilities of Quick Pay, Inc. to Mr. Goldsmith, (4) an
additional payment to Mr. Goldsmith upon certain events happening such as a
reverse merger with a private company of $400,000 or 1,600,000 shares of common
stock, and (5) future assignment of warrants held by Paragon to Mr. Goldsmith
upon completion of a reverse merge.





As of
April 30, 2009 and 2008, the Company recognized a liability of $400,000 due to
Mr. Goldsmith as a result of the transactions that took place on February 5,
2008.





As of
April 15, 2008, as partial consideration for the cancellation of the 2,000,000
warrants and 1,000,000 preferred shares, the Company paid $200,000 to Mr.
Goldsmith who designated that the capital be transferred to Quick Pay which will
be conveyed to Mr. Goldsmith on 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 was conveyed
to Mr. Goldsmith on October 31, 2008. As of April 30, 2008, the Company had no
further liability to Mr. Goldsmith in relation to the initial payment to
Mr. Goldsmith of $200,000.





As part
of the amendment to the February 5, 2008 agreement, the Company agreed that a
$10,000 penalty was to be paid to Mr. Goldsmith if the Company did not convey
the net assets of Quick Pay by October 31, 2008. The Company had accrued for the
penalty as of April 30, 2008. The transaction took place on October 31, 2008,
therefore, as of April 30, 2009, this contingency was eliminated.





6.
INCOME TAXES





At April
30, 2009 and 2008, the Company had a federal net operating loss carryforward of
approximately $691,856 and $701,400, respectively, which expires through
2029.  This carryforward may be limited upon due to the change in
controls provisions under Internal Revenue Code Section 381.





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





April
      30,2009
            
            
            2008Deferred
      tax assets:Net
      operating loss carryforward
            
            $
            242,150
            
            
            $
            245,500Stock-based
      compensation
            
            
            -
            
            
            
            40,600Total
      deferred tax assets
            
            
            242,150
            
            
            
            286,100Less:
      Valuation Allowance
            
            
            (242,150
            )
            
            
            (286,100
            )Net
      Deferred Tax Assets
            
            $
            --
            
            
            $
            --





The
valuation allowance for deferred tax assets as of April 30, 2009 and 2008 was
$242,150 and $286,100, respectively.





F-11




In
assessing the recovery of the deferred tax assets, management of the Company
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income in the
periods in which those temporary differences become deductible. Management of
the Company 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 of the Company determined it was
more likely than not the deferred tax assets would not be realized as of April
30, 2009 and 2008, and recorded a full valuation allowance.





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





April
      30,
            
            
            April
      30,2009
            
            
            2009Federal
      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, 2009 and 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 carryforwards start to expire in 2021.





The
Company files income tax returns in the United States. The Company has filed its
US federal income tax return as of and for the year ended April 30, 2008. The
Company will file its U.S. federal return for the year ended April 30, 2009
before its due date including the allowable extension period. These U.S. federal
returns are considered open tax years as of the date of these financial
statements. No tax returns are currently under examination by any tax
authorities.





7.
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. These amounts were initially recorded
as an acquisition liability, because the final terms and requisite due diligence
had not been completed. In accordance with 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 to be recognized as a
non-refundable deposit.





During
the year ended April 30, 2008, the merger talks ceased due to non-performance by
the merger candidate and per the terms of the agreement, the funds were
recognized as a non-refundable deposit and reclassified to other
income.





8.
WARRANTS





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





During
the year ended April 30, 2009, the Company issued 45,000,000 fully vested
warrants to Paragon Capital LP for a consideration of $45,000. The warrants are
exercisable over a three year period (see table below on F-13) to purchase
45,000,000 shares of common stock subject to enough authorized common stock of
the Company being available to cover all common stock equivalents.





During
the year ended April 30, 2008, the Company issued 10,000,000 fully vested
warrants to Paragon Capital LP for a consideration of $10,000. The warrants are
exercisable over a three year period at $0.01 each to purchase 10,000,000 shares
of common stock subject to enough authorized common stock of the Company being
available to cover all common stock equivalents.





During
the year ended April 30, 2007, 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 123(R). The Company used a
2.5 year term for purposes of calculating the Black-Scholes value. During
the year ended April 30, 2008, these 2,000,000 warrants were
cancelled.





F-12




There
were no other options granted or exercised by the directors and executive
officers outstanding as of April 30, 2009 and April 30, 2008.





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




Year
      Ended
                                    
                                    Year
      EndedApril
      30, 2009
                                    
                                    April
      30, 2008Exercise
                                    
                                    
                                    
                                    ExerciseShares
                                    
                                    Price
                                    
                                    Shares
                                    
                                    PriceWarrants
      outstanding beginning of year
                                    
                                    10,000,000
                                    $
                                    0.01
                                    
                                    2,000,000
                                    $
                                    0.10Warrants
      granted:Year
      ended April 30, 2008
                                    
                                    
                                    
                                    
                                    
                                    10,000,000
                                    
                                    0.01August
      29, 2008
                                    
                                    20,000,000
                                    
                                    0.01October
      8, 2008
                                    
                                    10,000,000
                                    
                                    0.005January
      28, 2009
                                    
                                    15,000,000
                                    
                                    0.005Warrants
      cancelled
                                    
                                    
                                    
                                    
                                    
                                    (2,000,000)
                                    $
                                    (0.10)Warrants
      outstanding and exercisableat
      end of year
                                    
                                    55,000,000
                                    $
                                    0.008
                                    
                                    10,000,000
                                    $
                                    0.01Weighted
      average fair valueof
      warrants granted end of year
                                    $
                                    425,000
                                    
                                    
                                    $
                                    100,000




As of
April 30, 2009, if Mr. Donenfeld and Paragon Capital, LP exercise the warrants
that have been granted, they would be required to pay
$425,000.




The
following table summarizes information about the Company's common stock warrants
outstanding at April 30, 2009.





Weighted
                
                
                AverageRange
      of
                
                
                Number
                
                
                Remaining
                
                
                Weighted
      Average
                
                
                Life
      ExerciseExercise
                
                
                Prices
                
                
                Outstanding
                
                
                Contractual
                
                
                Price$
                0.005
      to $.01
                
                
                
                0.008
                
                
                
                55,000,000
                
                
                3
      years
                
                
                $
                0.008





As of
April 30, 2009 and 2008, the common stock equivalents of the Company exceeded
the total common stock available for issuance by approximately 52,872,933 and
7,872,933 common shares, respectively. The Company’s Chief Executive Officer,
Alan P. Donenfeld, as a beneficial owner for securities held by Paragon Capital
LP, holds warrants that are exercisable into 55,000,000 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.
GOING CONCERN





As of
April 30, 2009 and 2008, the Company’s financial statements are prepared using
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
the liquidation of liabilities in the normal course of business.





As of
April 30, 2009, the Company is a shell company as defined in Rule 12b-2 of the
Exchange Act. The Company’s current business is to pursue a business combination
through acquisition, or merger with, an existing company. The Company’s ability
to continue as a going concern is dependent upon its ability to develop
additional sources of capital, locate and complete a merger with another company
and ultimately achieve profitable operations. . No assurances can be given that
the Company will be successful in locating or negotiating with any target
company





During
the year ended April 30, 2009, the Company divested itself of the ATM machine
sales operations.





As shown
in the accompanying financial statements, for the year ended April 30, 2009, the
Company reported net income of $9,544 as a direct result of the divestiture of
the ATM machine sales operations and as of April 30, 2009 has reported an
accumulated deficit of $4,050,503.


F-13
  Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None.




Item 9AT. Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
April 30, 2009. Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Commission’s rules and forms, and that such information
is accumulated and communicated to management, including the chief executive
officer and the chief financial officer, to allow timely decisions regarding
required disclosures.





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





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:




●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





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





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of April 30, 2009, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency:




●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our 2007, 2008 or 2009 interim or annual
      financial statements, it could have resulted in a material misstatement
      that might have been prevented or detected by a segregation of duties.
      Accordingly we have determined that this control deficiency constitutes a
      material weakness.





15




To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the period ended April 30, 2009, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





Item 9B. Other
Information





None








PART
III





Item 10. Directors, Executive
Officers and Corporate Governance





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




Name
            Age
            PositionAlan
      P. Donenfeld
            52
            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.





Management and Director
Biographies:





Alan P.
Donenfeld is President, CEO and Director of the Company. Mr. Donenfeld has over
25 years experience investing in, advising and financing companies. He founded
Paragon Capital in 2005. For over 10 years, Mr. Donenfeld has been President of
Bristol Investment Group, Inc. Prior to establishing Bristol and its related
entities in 1990, Mr. Donenfeld was a Vice President in the Mergers and
Acquisitions Group at Bear, Stearns & Co. Inc. in New York from 1987 to
1990, where he participated in numerous acquisitions, investments, valuations,
fairness opinions and exclusive sale representations. Prior to working at Bear
Stearns, Mr. Donenfeld was an Assistant Vice President in the Mergers and
Acquisitions Group at E.F. Hutton, a predecessor of Lehman Bros., from 1985 to
1987. Prior to joining E.F. Hutton, Mr. Donenfeld helped establish Quadrex
Securities Corporation, where he assisted in raising a leveraged buyout fund.
Mr. Donenfeld started his career at SG Cowen and then at J. Henry Schroder Bank.
Mr. Donenfeld graduated with Honors from Tufts University in 1979 with a B.A. in
Economics and received his M.B.A. from the Fuqua School of Business at Duke
University in 1981, where he was a member of the Investment Policy
Committee.





Family
Relationships amongst Directors and Officers:





N/A.





Involvement
in Certain Legal Proceedings





None of
the executive officers of the Company (i) has been involved as a general partner
or executive officer of any business which has filed a bankruptcy petition; (ii)
has been convicted in any criminal proceeding nor is subject to any pending
criminal proceeding; (iii) has been subjected to any order, judgment or decree
of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law.





Compliance with Section 16(A) of the
Securities Exchange Act of 1934





16




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 11. Executive
Compensation





DIRECTOR AND OFFICER COMPENSATION








YearName
      & Principal Position
            
            Ended
            
            
            
            
            
            
            
            
            
            
            AnnualApril
      30,
            
            Salary
            
            
            Bonus
            
            
            Other
            
            
            CompensationAlan
      P. DonenfeldPresident/CEO
      and Director
            
            2009
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -2008
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Scott
      S. GoldsmithPrevious
      President & CEO
            
            2009
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -2008
            
            $
            76,124
            
            
            $
            -
            
            
            $
            -
            
            
            $
            76,1242007
            
            $
            124,177
            
            
            $
            -
            
            
            $
            -
            
            
            $
            124,1772006
            
            $
            98,544
            
            
            $
            -
            
            
            $
            -
            
            
            $
            98,5442005
            
            $
            111,845
            
            
            $
            -
            
            
            $
            -
            
            
            $
            111,845





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




Significant
Employees




We have
no significant employees other than our executive officers and directors named
in this Annual Report.





Committees
of the Board of Directors




Because
of our limited resources, our Board does not currently have an established audit
committee or executive committee. The current member of the Board performs the
functions of an audit committee, governance/nominating committee, and any other
committee on an as needed basis. If and when the Company grows its business
and/or becomes profitable, the Board intends to establish such
committees.




Code
of Business Conduct and Code of Ethics





Our Board
has not adopted a Code of Business Conduct and Ethics.








Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the date of this Annual Report by (i) each
Named Executive Officer, (ii) each member of our Board of Directors, (iii) each
person deemed to be the beneficial owner of more than five percent (5%) of any
class of our common stock, and (iv) all of our executive officers and directors
as a group. Unless otherwise indicated, each person named in the following table
is assumed to have sole voting power and investment power with respect to all
shares of our common stock listed as owned by such person. The address of each
person is deemed to be the address of the issuer unless otherwise
noted.





17




Title of Class
            
            Name of
              Beneficial Owner
            
            Amount and Nature
              of Beneficial Owner
            
            
            Percent of Class(1)Common
      Stock
            
            Alan
      P. Donenfeld
            
            
            71,428,571
            
            
            
            73
            %President,
      CEO and Director




(1)
            The
      percentage of common stock held by each listed person is based on
      97,872,933 shares of common stock issued and outstanding as of the
      date of this Annual Report. Pursuant to Rule 13d-3 promulgated under the
      Exchange Act, any securities not outstanding which are subject to
      warrants, rights or conversion privileges exercisable within 60 days are
      deemed to be outstanding for purposes of computing the percentage of
      outstanding securities of the class owned by such person but are not
      deemed to be outstanding for the purposes of computing the percentage of
      any other person.




Item
13. Certain Relationships and Related Transactions, and Director
Independence





During the year ended April 30, 2009, the Company granted
45,000,000 warrants to Paragon Capital LP who holds majority interest in the
Company.  The Company received $45,000 cash as consideration for the
warrants.





For the
years ended April 30, 2009 and 2008, officer compensation totaled $0 and
$76,124, 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 was conveyed to
Mr. Goldsmith on October 31, 2008.





For the
years ended April 30, 2009 and 2008, $0 and $38,062 of officer compensation was
included as continuing operations.





During
the year ended April 30, 2008, the Company incurred $24,114 in consulting
expense paid to Mr. Goldsmith, the previous officer of the Company and
shareholder.





During
the year ended April 30, 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.





Director
Independence:





The OTCBB
on which we plan to have our shares of common stock quoted does not have any
director independence requirements. In determining whether our directors
are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15). Based on
those widely-accepted criteria, we have determined that our Directors are not
independent at this time.





No member
of management is or will be required by us to work on a full time basis,
although our president currently devotes fulltime to us. Accordingly, certain
conflicts of interest may arise between us and our officer(s) and director(s) in
that they may have other business interests in the future to which they devote
their attention, and they may be expected to continue to do so although
management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.


Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.





18


We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.





Item 14. Principal
Accountant Fees and Services





(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:




2009
            $
            10,000
            Conner
      & Associates, P.C.2008
            $
            25,000
            Lynda
      R. Keeton CPA, LLC


(2) Audit-Related
Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2009
            $
            0
            Conner
      & Associates, P.C.2008
            $
            0
            Lynda
      R. Keeton CPA, LLC




(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:




2009
            $
            0
            Conner
      & Associates, P.C.2008
            $
            0
            Lynda
      R. Keeton CPA, LLC





(4)
All Other Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2009
            $
            0
            Conner
      & Associates, P.C.2008
            $
            0
            Lynda
      R. Keeton CPA, LLC






The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year that were attributed to
work performed by persons other than the principal accountant’s full time,
permanent employees was 0%.





19





PART
IV.


Item 15. Exhibits and
Reports on Form 8-K





Index to
Exhibits




Exhibit
                
                Description23.1
                
                Consent
      of Lynda R. Keeton CPA, LLC31.1
                
                Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 15d-15(e), under the Securities and Exchange Act of
      1934, as amended, with respect to the registrant’s Annual Report on
      Form 10-K for the year ended April 30, 2009.32.1
                
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief
Financial Officer).





(b)
            Reports
      on Form 8-K.  None
















20


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




PREVENTION
      INSURANCE.COMDated:
      August 13, 2009
            By:
            /s/ ALAN
      P. DONENFELDAlan
      P. DonenfeldPresident
      and Director
              (Principal
      Executive Officer
              and
      Principal Financial Officer)








Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
      ALAN P. DONENFELD
            
            President
      and Director
            
            August
      13, 2009Alan
      P. Donenfeld
            
            (Principal
      Executive and Financial Officer)