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 |
¨ | 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. employer | |
incorporation 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) 593-1600 |
Issuer’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. Yes x 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 | Description | |
31.1 | 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 |
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.COM | ||
Dated: February 12, 2010 | By: | /s/ ALAN P. DONENFELD |
Alan P. Donenfeld | ||
President 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, 2010 | ||
Alan P. Donenfeld | (Principal Executive and Financial Officer) |