UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
 (Amendment
No. 1)
 
 (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.
 214
Broad Street
 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
   
 
 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  ̈
 
 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 $167,733.
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
 
 As of
February 11, 2009, ­there were 99,472,933 shares of Common Stock, $0.01 par
value per share.
 
 DOCUMENTS
INCORPORATED BY REFERENCE:
 None
   
 
 
 EXPLANATORY
NOTE
 
 
 Prevention
Insurance.com (the “Company”) is filing this Amendment on Form 10-K to amend our
Annual Report on Form 10-K for the fiscal year ended April 30, 2009 which was
filed with the US Securities and Exchange commission ( the “SEC”) on August 13,
2009 (the “Original Filing”).
 
 The
purpose of this Amendment is to respond to certain comments received from the
staff of the SEC. The following sections of the Original Filing have been
revised to reflect the staff’s comments:
 
 ●
              Section
      302 Certifications, attached hereto as Exhibit
  31.1
 
 This
Amendment does not reflect events that occurred after the filing of the Original
Filing and does not modify or update the disclosure therein in any way other
than as required to reflect the matters set forth above.  Accordingly,
this Amendment should be read along with our other filings made with the
SEC.
 
 Pursuant
to the rules of the Securities and Exchange Commission, currently dated
certifications required by Rule 13a-14(a) are filed as Exhibit 31.1 and 32.1 to
this amendment.







Item 15. Exhibits and
Reports on Form 8-K
 
 Index to
Exhibits
 
 Exhibit
              
              Description31.1
              
              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
 
 
 
 
 
 
 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:
      February 12, 2010
              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
              
              February
      12, 2010Alan
      P. Donenfeld
              
              (Principal
      Executive and Financial Officer)