We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $0 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.
Our management has not entered into any agreements with any party regarding a business combination. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
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.
As of April 30, 2019, the Company had assets of $4,000 in respect of certain prepaid expenses. The Company had $3,333 in assets as of April 30, 2018. The Company’s current liabilities as of April 30, 2019 totaled $351,421, comprising $2,501 of accounts payable and $348,920 of advances from a related party. This compares with current liabilities of $263,745 as of April 30, 2018, comprising $8,720 of accounts payable and accruals and $255,025 of advances from a related party.
The following is a summary of the Company's cash flows from operating and financing activities for the years ended April 30, 2019 and 2018:
Consideration of the Company’s Ability to Continue as a Going Concern
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.
/s/ Pinnacle Accountancy Group of Utah, a DBA of Heaton & Co., PLLC
We have audited the accompanying balance sheet of Prevention Insurance.Com (the "Company") as of April 30, 2018, the related statements of operations, changes in stockholders’ deficit, and cash
July 30, 2018, except for the effects of the reverse stock split discussed in Note 1 which were audited and reported on separately by other auditors
The Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. No assurances can be given that the Company will be successful in locating or negotiating with any target company.
Effective May 30, 2018, a change of control occurred with respect to the Company. Pursuant to a Stock Purchase Agreement entered into by and among Chee Chow Teow, EE Meng Teow and Wooi Huat Teow (“Sellers”) and Metrowork Equity Sdn. Bhd., a Malaysian company ("Metrowork "), Metrowork acquired from Sellers all of the shares of common stock held by the Sellers in the Company totaling 15,638,084 shares (representing 70% of the Company’s issued and outstanding shares of common stock). Our sole officer and director, Mr. Chee Chau Ng, is the sole shareholder and officer of Metrowork.
On October 4, 2018, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (the “Amendment”) which effectuated the following corporate actions (“Corporate Actions”):
As it relates to the reverse stock split, on the Effective Date, every 10 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the reverse stock split. Instead, a holder of record of common stock on the Effective Date who would otherwise be entitled to a fraction of a share was, in lieu thereof, entitled to receive a whole share of common stock.
As a result of the reverse stock split, the number of issued and outstanding shares of the Company’ s common stock was reduced from 22,340,083 to 2,234,466 shares issued and 22,340,081 to 2,234,465 shares outstanding. All share numbers in this Form 10-K have been retrospectively restated to reflect the impact of this reverse stock split.
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Subsequent to April 30, 2019, through the date these financial statements were issued, a related party advanced funds totaling $6,151 to the Company to meet its working capital requirements.
The Company has evaluated all transactions from April 30, 2019, through the financial statement issuance date for subsequent event disclosure consideration and determined there were no additional significant events requiring disclosure.
As of April 30, 2019 and 2018, the balance of prepaid expenses was $4,000 and $3,333, respectively, which represents the annual membership fee for OTC Markets and is amortized monthly over the course of the year.
During the year ended April 30, 2018, Metrowork, a company owned by the Company’s current sole officer and director, advanced funds totaling $95,520 to the Company to meet its working capital requirements. The advances were unsecured, interest free and due on demand.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. 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 effects of changes in tax laws and rates on the date of enactment. The Company’s U.S. Federal income tax rate is 21%.
Current accounting guidance requires the Company to provide a reconciliation of the beginning and ending amount of unrecognized tax impacts related to the sustainability of tax positions taken in current and prior periods.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended April 30, 2016 through the present.
increased the number of its authorized shares of $0.0001 par value common stock from 100,000,000 to 200,000,000, and
effected a reverse split of its outstanding shares of common stock, $0.0001 par value, on a one (1) post-split share for ten (10) pre-split shares basis.
As a result of the reverse stock split, the number of issued and outstanding shares of the Company’s common stock was reduced from 22,340,083 to 2,234,466 shares issued and 22,340,081 to 2,234,465 shares outstanding.
All share numbers in these financial statements have been retrospectively restated to reflect the impact of this reverse stock split.