10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2015

OR

☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to  _________

Commission File Number: 000-32389

PREVENTION INSURANCE.COM

(Exact name of registrant as specified in its charter)

Nevada	88-0126444
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer  Identification No.)
c/o Paragon Capital LP 110 East 59th Street, 22nd Floor New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)

(212) 593-1600

(Registrant’s telephone number, including area code)

N/A

 (Former Name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ☒    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 (§232.405 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 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	☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

As of October 28, 2015, there were 2,390,081 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	12
SIGNATURES		13

Part I

Item 1. Financial Statements.

PREVENTION INSURANCE.COM

BALANCE SHEETS

(Unaudited)

	July 31, 2015			April 30, 2015
ASSETS
Current assets
Cash	$	516		$	516
Total current assets		516			516
Total assets	$	516		$	516
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	30,933		$	14,068
Due to related party		127,288			127,000
Total current liabilities		158,221			141,068
Long-term liabilities
Convertible debenture - related party, net of debt discount of $16,993 and $17,500, respectively		507			-
Total liabilities		158,728			141,068
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.0001 par value, authorized 10,000,000 shares, zero issued		-			-
Common stock, $0.0001 par value, authorized 100,000,000 shares; 2,390,083 shares issued and 2,390,081 shares outstanding		239			239
Additional paid-in capital		4,246,217			4,246,217
Treasury stock, 2 shares, at cost		(52,954	)		(52,954	)
Accumulated deficit		(4,351,714	)		(4,334,054	)
Total stockholders' deficit		(158,212	)		(140,552	)
Total liabilities and stockholders' deficit	$	516		$	516

See accompanying notes to financial statements.

1

PREVENTION INSURANCE.COM

STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended
	July 31,
	2015			2014
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-
General and administrative expenses		16,865			6,696
Operating loss		(16,865	)		(6,696	)
Interest expense		795			-
Net loss	$	(17,660	)	$	(6,696	)
Loss per common share - basic and dilutive net loss	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and dilutive		2,390,083			2,390,083

See accompanying notes to financial statements.

2

PREVENTION INSURANCE.COM

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended
	July 31,
	2015			2014
Cash flows from operating activities
Net loss	$	(17,660	)	$	(6,696	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount		507			-
Accrued interest		288			-
Increase in accounts payable		16,865			(8,034	)
Net cash used in operating activities		-			(14,730	)
Cash flows from financing activities:
Proceeds from related party advances		-			20,000
Repayment of related party advances		-			-
Net cash provided by financing activities		-			20,000
Net change in cash		-			5,270
Cash, beginning of period		516			1,990
Cash, end of period	$	516		$	7,260
Supplemental disclosure of cash flow information:
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to financial statements.

3

PREVENTION INSURANCE.COM

NOTES TO FINANCIAL STATEMENTS

July 31, 2015

(Unaudited)

NOTE 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. In 2005, the Company added a second line of business and had been focused on its development of its ATM machine sale operations.  On December 28, 2007, the Company entered into an agreement wherein 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.

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. 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 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.

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.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.  

Revenue Recognition

For the three months ended July 31, 2015 and 2014, the Company did not realize any revenue.

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Stock-Based Compensation

The Company recognizes compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes pricing model.  During the three months ended July 31, 2015 and 2014, the Company did not issue any shares for services nor did the Company issue any options as stock based compensation to any officers, directors, or non-employees.

Income Taxes

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 carry-forwards. 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.

Uncertain Tax Positions

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements.

Subsequent Events

The Company has evaluated all transactions from July 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration.

Recently Issued Accounting Pronouncements

As of July 31, 2015, the Company is an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company is choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

NOTE 2. GOING CONCERN

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 three months ended July 31, 2015, the Company reported a net loss of $17,660 and has reported an accumulated deficit of $4,351,714 as of July 31, 2015. 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.

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NOTE 3. COMMITMENTS & CONTINGENCIES

Corporate Office Space

As of July 31, 2015, the Company maintains office space in New York, New York with the Company’s majority shareholder at no cost to the Company. Accordingly, for the three months ended July 31, 2015 and 2014, the rent expense was zero.

NOTE 4. CONVERTIBLE NOTE PAYABLE

During the year ended April 30, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $17,500. The note is due on August 31, 2017, bears an interest rate of 6% per annum, compounded and to be paid at August 31, 2017. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

NOTE 5.  STOCKHOLDERS’ EQUITY

Stock

As of July 31, 2015, the authorized common stock of the Company consisted of 100,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.0001.

During the three months ended July 31, 2015 and 2014, the Company did not issue any shares of common or preferred stock.

NOTE 6. RELATED PARTY TRANSACTIONS

Due to Related Party

As of April 30, 2015, the Company had an aggregate of $127,000 non-interest bearing demand notes payable to Paragon Capital LP.

NOTE 7. SUBSEQUENT EVENTS

On August 31, 2015, the Company exchanged the aggregate $127,000 non-interest bearing demand notes payable to Paragon Capital LP for a new promissory note in the aggregate amount of $127,000.The note is due on August 31, 2017 and bears an interest rate of 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

On August 31, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $35,000. The note is due on August 31, 2017, and bears interest at 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

On November 3, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $20,000. The note is due on August 31, 2017, and bears interest at 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share. 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to 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 Company’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 Company. Although the Company 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 quarterly 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.

Description of Business

Prevention Insurance.com (“we,” “us,” “our,” or the “Company”) was incorporated in the State of Nevada on

May 7, 1975, under the name Vita Plus, Inc. The name was later changed to Vita Plus Industries, Inc. and in 2000 the Company’s name was changed to its current name Prevention Insurance.com.

The Company is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:

(i)       filing Exchange Act reports, and

(ii)      investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs 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 $516 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.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

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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. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

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.

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.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

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.

Liquidity and Capital Resources

As of July 31, 2015, the Company had assets of $516, comprised exclusively of cash.  This compares with assets of $516, comprised exclusively of cash, as of April 30, 2015.  The Company’s current liabilities as of July 31, 2015 totaled $158,221, comprised of $30,933 of accounts payable and $127,288 due to a related party. This compares with current liabilities of $132,999, comprised of $12,299 of accounts payable and $120,000 due to a related party, as of July 31, 2014. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

8

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended July 31, 2015 and 2014.

	Three Months Ended July 31, 2015		Three Months Ended July 31, 2014
Net Cash Used in Operating Activities	$	-	$	(14,730	)
Net Cash Used in Investing Activities	$	-	$	-
Net Cash Provided by Financing Activities	$	-	$	20,000
Net Change in Cash	$	-	$	(5,270	)

The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Results of Operations

The Company has not conducted any active operations since the divestment of the ATM machine sales operations as of October 31, 2008.  No revenue has been generated by the Company for the three months ended July 31, 2015 and 2014. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. 

For the three months ended July 31, 2015 and 2014

For the three months ended July 31, 2015, the Company had a net loss of $17,660, comprised of general and administrative expenses, including legal, accounting, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.

For the three months ended July 31, 2014, the Company had a net loss of $6,696, comprised of general and administrative expenses, including legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

9

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly 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 July 31, 2015. 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.

A material weakness is a deficiency, or combination of deficiencies, in disclosure controls and procedures, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.  Based on management’s assessment over financial reporting, management believes as of July 31, 2015, the Company’s disclosure controls and procedures were not effective due to 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. Accordingly we have determined that this control deficiency constitutes a material weakness.

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.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended July 31, 2015 that have materially affected or are reasonably likely to materially affect our internal controls.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 5.  Other Information.

On November 3, 2015, the Company issued a convertible promissory note (the “Note”) to Paragon Capital LP in exchange for $20,000 in cash. The Note matures on August 31, 2017 (the “Maturity Date”), bears an interest rate of 6% per annum, compounded and to be paid at the Maturity Date. Pursuant to the terms and conditions of the Note, the outstanding principal amount plus all unpaid accrued interest will be convertible into shares of Common Stock at a conversion price equal to $0.01 per share. The Note was issued in a transaction that was exempt from the registration requirements pursuant to Section 4(a)(2) of the Securities Act and we did not engage in any form of general solicitation or general advertising in making the offering.

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Item 6. Exhibits.

Exhibit	Description
3.1(i)	Amended and Restated Articles of Incorporation (1)
3.1(ii)	Certificate of Amendment of Articles of Incorporation, filed with the State of Nevada on April 27, 2011 (2)
3.2	Bylaws (1)
10.1	Demand Promissory Note issued to Paragon Capital LP on June 5, 2012 (3)
10.2	Form of Convertible Promissory Note issued to Paragon Capital (4)
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS	XBRL INSTANCE DOCUMENT*
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL	XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF	XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB	XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE	XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

*	Filed herewith.
(1)	Filed as an exhibit to the Company's registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 31, 2002 and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 28, 2011 and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on July 27, 2012 and incorporated herein by this reference.
(4)	Field as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on October 23, 2015 and incorporated herein by this reference.

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SIGNATURES

Pursuant to the requirements 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.

Dated: November 16, 2015	PREVENTION INSURANCE.COM
	/s/ Alan P. Donenfeld
	Alan P. Donenfeld President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

Certification of the Company’s Principal Executive Officer and Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, Alan P. Donenfeld, certify that:

1.	I have reviewed this report on Form 10-Q of Prevention Insurance.com;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this annual report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2015
	/s/ Alan P. Donenfeld
	Alan P. Donenfeld President and CEO (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Prevention Insurance.com (the “Company”) on Form 10-Q for the period ended July 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan P. Donenfeld, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 16, 2015

/s/ Alan P. Donenfeld

Alan P. Donenfeld

President and CEO

(Principal Executive Officer, Principal Financial
Officer, and Principal Accounting Officer)

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Convertible Note Payable

3 Months Ended

Jul. 31, 2015

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTE PAYABLE

NOTE 4. CONVERTIBLE NOTE PAYABLE

During the year ended April 30, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $17,500. The note is due on August 31, 2017, bears an interest rate of 6% per annum, compounded and to be paid at August 31, 2017. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

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Commitments & Contingencies

3 Months Ended

Jul. 31, 2015

Commitments & Contingencies [Abstract]

COMMITMENTS & CONTINGENCIES

NOTE 3. COMMITMENTS & CONTINGENCIES

Corporate Office Space

As of July 31, 2015, the Company maintains office space in New York, New York with the Company’s majority shareholder at no cost to the Company. Accordingly, for the three months ended July 31, 2015 and 2014, the rent expense was zero.

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Balance Sheets (unaudited) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Current assets
Cash	$ 516	$ 516
Total current assets	516	516
Total assets	516	516
Current liabilities
Accounts payable	30,933	14,068
Due to related party	127,288	127,000
Total current liabilities	158,221	$ 141,068
Long-term liabilities
Convertible debenture - related party, net of debt discount of $16,993 and $17,500, respectively	507
Total liabilities	$ 158,728	$ 141,068
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.0001 par value, authorized 10,000,000 shares, zero issued
Common stock, $0.0001 par value, authorized 100,000,000 shares; 2,390,083 shares issued and 2,390,081 shares outstanding	$ 239	$ 239
Additional paid-in capital	4,246,217	4,246,217
Treasury stock, 2 shares, at cost	(52,954)	(52,954)
Accumulated deficit	(4,351,714)	(4,334,054)
Total stockholders' deficit	(158,212)	(140,552)
Total liabilities and stockholders' deficit	$ 516	$ 516

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Summary of Significant Accounting Policies and Basis of Presentation

3 Months Ended

Jul. 31, 2015

Summary of Significant Accounting Policies and Basis of Presentation [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

NOTE 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. In 2005, the Company added a second line of business and had been focused on its development of its ATM machine sale operations.  On December 28, 2007, the Company entered into an agreement wherein 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.

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. 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 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.

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.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.  

Revenue Recognition

For the three months ended July 31, 2015 and 2014, the Company did not realize any revenue.

Stock-Based Compensation

The Company recognizes compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes pricing model.  During the three months ended July 31, 2015 and 2014, the Company did not issue any shares for services nor did the Company issue any options as stock based compensation to any officers, directors, or non-employees.

Income Taxes

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 carry-forwards. 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.

Uncertain Tax Positions

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements.

Subsequent Events

The Company has evaluated all transactions from July 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration.

Recently Issued Accounting Pronouncements

As of July 31, 2015, the Company is an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company is choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

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Going Concern

3 Months Ended

Jul. 31, 2015

Going Concern [Abstract]

GOING CONCERN

NOTE 2. GOING CONCERN

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 three months ended July 31, 2015, the Company reported a net loss of $17,660 and has reported an accumulated deficit of $4,351,714 as of July 31, 2015. 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.

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Balance Sheets (Parenthetical) (Unaudited) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Balance Sheets [Abstract]
Convertible debenture - related party, debt discount	$ 16,993	$ 17,500
Preferred stock, par value	$ 0.0001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	10,000,000
Common stock, shares issued	2,390,083	2,390,083
Common stock, shares outstanding	2,390,081	2,390,081
Treasury stock, shares	2	2

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Stockholders' Equity (Details) - $ / shares	Jul. 31, 2015	Apr. 30, 2015
Stockholders' Equity (Textual)
Common stock, shares authorized	100,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.001

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Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2015	Oct. 28, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	PREVENTION INSURANCE COM INC
Entity Central Index Key	0001134982
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Document Type	10-Q
Document Period End Date	Jul. 31, 2015
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,390,081

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Related Party Transactions (Details) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Related Party Transactions (Textual)
Demand notes payable to Paragon Capital LP	$ 127,288	$ 127,000

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Statements of Operations [Abstract]
Revenue
Cost of goods sold
Gross profit
General and administrative expenses	$ 16,865	$ 6,696
Operating loss	(16,865)	(6,696)
Interest expense	795
Net loss	$ (17,660)	$ (6,696)
Loss per common share - basic and dilutive	$ (0.01)	$ 0.00
Weighted average number of common shares outstanding - basic and dilutive	2,390,083	2,390,083

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Subsequent Events

3 Months Ended

Jul. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7. SUBSEQUENT EVENTS

On August 31, 2015, the Company exchanged the aggregate $127,000 non-interest bearing demand notes payable to Paragon Capital LP for a new promissory note in the aggregate amount of $127,000.The note is due on August 31, 2017 and bears an interest rate of 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

On August 31, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $35,000. The note is due on August 31, 2017, and bears interest at 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

On November 3, 2015, the Company entered into a Convertible Note Agreement with Paragon Capital, LP in the amount of $20,000. The note is due on August 31, 2017, and bears interest at 6% per annum. While the note is outstanding, the outstanding principal amount of and all unpaid accrued interest under the note are convertible into shares of Common Stock of the Company at $0.01 per share.

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Related Party Transactions

3 Months Ended

Jul. 31, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6. RELATED PARTY TRANSACTIONS

Due to Related Party

As of April 30, 2015, the Company had an aggregate of $127,000 non-interest bearing demand notes payable to Paragon Capital LP.

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Subsequent Events (Details) - USD ($)	Nov. 03, 2015	Aug. 31, 2015	Jul. 31, 2015	Apr. 30, 2015
Subsequent Events (Textual)
Demand notes payable to Paragon Capital LP			$ 127,288	$ 127,000
Subsequent Event [Member]
Subsequent Events (Textual)
Demand notes payable to Paragon Capital LP		$ 127,000
Notes payable due date		Aug. 31, 2017
Notes payable interest rate		6.00%
Convertible note conversion price per share		$ 0.01
Subsequent Event [Member] | Paragon Capital LP [Member]
Subsequent Events (Textual)
Notes payable due date	Aug. 31, 2017	Aug. 31, 2017
Notes payable interest rate	6.00%	6.00%
Convertible note conversion price per share	$ 0.01	$ 0.01
Convertible note	$ 20,000	$ 35,000

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Commitments & Contingencies (Details) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Commitments & Contingencies (Textual)
Rent expense	$ 0	$ 0

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Summary of Significant Accounting Policies and Basis of Presentation (Policies)

3 Months Ended

Jul. 31, 2015

Summary of Significant Accounting Policies and Basis of Presentation [Abstract]

Nature of Business

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. In 2005, the Company added a second line of business and had been focused on its development of its ATM machine sale operations.  On December 28, 2007, the Company entered into an agreement wherein 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.

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

Basis of Presentation

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

Use of Estimates

Use of Estimates

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.

Cash and Cash Equivalents

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.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates the carrying amount of these financial instruments due to their short maturity.

Net Loss per Share Calculation

Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Revenue Recognition

Revenue Recognition

For the three months ended July 31, 2015 and 2014, the Company did not realize any revenue.

Stock Based Compensation

Stock-Based Compensation

The Company recognizes compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes pricing model.  During the three months ended July 31, 2015 and 2014, the Company did not issue any shares for services nor did the Company issue any options as stock based compensation to any officers, directors, or non-employees.

Income Taxes

Income Taxes

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 carry-forwards. 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.

Uncertain Tax Positions

Uncertain Tax Positions

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial statements.

Subsequent Events

Subsequent Events

The Company has evaluated all transactions from July 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

As of July 31, 2015, the Company is an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company is choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

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Going Concern (Details) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Going Concern (Textual)
Net loss	$ (17,660)	$ (6,696)
Accumulated deficit	$ (4,351,714)		$ (4,334,054)

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Convertible Note Payable (Details) - Paragon Capital LP [Member]	12 Months Ended
	Apr. 30, 2015 USD ($) $ / shares
Convertible Note Payable (Textual)
Convertible note	$ 17,500
Convertible notes payable due date	Aug. 31, 2017
Interest rate	6.00%
Convertible note conversion price per share | $ / shares	$ 0.01

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Cash flows from operating activities
Net loss	$ (17,660)	$ (6,696)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount	507
Accrued interest	288
Increase in accounts payable	$ 16,865	$ (8,034)
Net cash used in operating activities		(14,730)
Cash flows from financing activities:
Proceeds from related party advances		$ 20,000
Repayment of related party advances
Net cash provided by financing activities		$ 20,000
Net change in cash		5,270
Cash, beginning of period	$ 516	1,990
Cash, end of period	$ 516	$ 7,260
Supplemental disclosure of cash flow information:
Taxes paid
Interest paid

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Stockholders' Equity

3 Months Ended

Jul. 31, 2015

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5.  STOCKHOLDERS’ EQUITY

Stock

As of July 31, 2015, the authorized common stock of the Company consisted of 100,000,000 shares of common stock with a par value of $0.0001 and 10,000,000 shares of preferred stock with a par value of $0.0001.

During the three months ended July 31, 2015 and 2014, the Company did not issue any shares of common or preferred stock.