The $7,041 decrease in general and administrative expenses from $125,757 during the year ended April 30, 2017 to $118,216 during the year ended April 30, 2018 was due to decreased legal, accounting and audit fees only partially offset by an increase in transfer agents fees arising from the cost of changing transfer agents during the year.
As of April 30, 2018, the Company had assets of $3,333 in respect of certain prepaid expenses. The Company had no assets as of April 30, 2017. The Company’s current liabilities as of April 30, 2018 totaled $263,745, comprising $8,720 of accounts payable and accruals and $255,025 of advances from related parties. This compares with current liabilities of $142,196 as of April 30, 2017, comprising $519 of accounts payable and accruals and of $141,677 of advances from a related party.
During the year ended April 30, 2018, the Company received $113,348 from advances from two related parties. By comparison, during the year ended April 30, 2017, the Company received $128,890 from advances from one related party. For the period prior to July 2017, the Company received advances from an entity related to the Company’s then controlling shareholders. During July 2017, this entity ceased making advances to the Company and during July 2017, a company controlled by the Company’s sole officer and current controlling shareholder began making advancements to the Company to fund its working capital needs. The Company cannot predict how long this entity (controlled by the Company’s sole officer and director) will be able to fund the Company’s working capital needs.
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 audits. 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.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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.
Effective December 8, 2015, a change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Paragon Capital LP (“Paragon”), and Yik Kei Ong (“Buyer”, as nominee for certain third parties), Paragon assigned, transferred and conveyed to Buyer, as nominee, 2,109,286 shares of common stock of Company and convertible notes of the Company totaling $199,500. The convertible notes were convertible into common stock of the Company at $0.01 per share for a total of 19,950,000 shares of common stock. On the closing of the above transaction, Mr. Alan Donenfeld, the then sole officer of Paragon, resigned in all officer capacities from the Company and Yik Kei Ong was appointed interim Chief Executive Officer and Chief Financial Officer of the Company. Immediately following the closing of the transaction, the convertible notes ($199,500 in principal amount) were converted into 19,950,000 shares of common stock of the Company. After giving effect to the above described transaction, the controlling shareholders of the Company are Wooi Huat Teow, Chee Chow Teow and Ee Meng Teow.
On March 9, 2016, the Board of Directors appointed Mr. Chee Chau Ng to the Company’s Board of Directors. In addition, on that same date, the Board of Directors appointed Mr. Ng as its President (Chief Executive Officer), Treasurer (Chief Financial Officer) and Secretary, replacing Mr. Yik Kei Ong who had resigned in all capacities as an officer of the Company on that date. As President of the Company, Mr. Ng will assume the role of Chairman of the Company Board of Directors. Effective May 24, 2016, Mr. Yik Kei Ong resigned as a member of the Company’s Board of Directors.
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
The Company has evaluated all transactions from April 30, 2018 through the financial statement issuance date for subsequent event disclosure consideration.
In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (Topic 606)”. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) (Topic 606)”. These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, “Revenue from Contracts with Customers”. The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity’s promise to grant a license provides a customer with either a right to use an entity’s intellectual property or a right to access an entity’s intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity’s adoption of ASU 2014-09, which the Company intends to adopt for interim and annual reporting periods beginning after December 15, 2017. The Company is in the process of evaluating the standard and does not expect the adoption will have a material effect on its financial statements and disclosures.
In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”, which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition and is effective during the same period as ASU 2014-09. The Company is currently evaluating the standard and does not expect the adoption will have a material effect on its financial statements and disclosures.
The Company does not expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
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. For the year ended April 30, 2018, the Company reported a net loss of $118,216 and has reported an accumulated deficit of $4,850,043 as of April 30, 2018. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. 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 July 2017, the Former Affiliate ceased making advances to the Company and during July 2017, Metrowork, a company owned by the Company’s current sole officer and director began making advances to the Company to fund its working capital needs. During the year ended April 30, 2018, Metrowork advanced funds totaling $95,519 to the Company to meet its working capital requirements. The advances were unsecured, interest free and due on demand. Subsequent to April 30, 2018 and through the date these financial statements were issued, Metrowork , further advanced funds totaling $16,647 to the Company to meet its working capital requirements. Metrowork is now the Company’s controlling stockholder.
As of April 30, 2018, the Company had a federal net operating loss carryforward of approximately $1,383,000, which expires beginning in 2019 and through 2038. This carryforward is limited due to the changes in control of the company that took place in the years ended April 30, 2008, 2016 and 2019 in accordance with the provisions under Internal Revenue Code Section 381.
The following table reconciles the provision (benefit) for taxes to the U.S. Federal statutory tax rates:
Since July 19, 2017, the Company has maintained office space in Selengor, Malaysia provided by the Company’s controlling shareholder also at no cost to the Company.
Accordingly, for the years ended April 30, 2018 and 2017, the Company recognized no rent expense.
No shares of preferred stock were issued or outstanding during the years ended April 30, 2018 and 2017.