Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

PREVENTION INSURANCE.COM

(PVNC)
SummaryQuotesChartsNewsCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

07/26/2021 | 01:43pm EST

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.

Substantial risks exist with respect to an investment in the Company. These risks include but are not limited to, those factors discussed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2020, filed with the Securities and Exchange Commission ("Commission") on August 13, 2020. More broadly, these factors include, but are not limited to:

? We have incurred significant losses and expect to incur future losses;

? Our current financial condition and immediate need for capital;

? Potential significant dilution resulting from the issuance of new

securities for any funding, debt conversion or any business combination;

        and



? We are a "penny stock" company.




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.

Effective June 28, 2019 ("Closing Date"), a further change of control occurred with respect to the Company. Pursuant to a Securities Purchase Agreement entered into by and among the Company, Metrowork Equity Sdn. Bhd ("Seller"), and Copper Hill Assets Inc., a British Virgin Island corporation ("Buyer") (the "Purchase Agreement"), Seller assigned, transferred and conveyed to Buyer (i) 1,563,809 shares of common stock of Company ("Common Stock") and (ii) a promissory note of the Company totaling $355,323.48 ("Promissory Note"). The total consideration paid by Buyer was $375,000, and Seller assumed all of the liabilities of the Company as of the closing date.

On the closing of the above transaction, Mr. Chee Chau Ng, the sole officer of Seller, resigned in all officer capacities from the Company and Anthony Lococo was appointed Chief Executive Officer and Chief Financial Officer of the Company. In addition, Mr. Lococo was appointed a director of the Company. Effective upon the 10th day after the mailing of the Company's information statement on Schedule 14f-1 (the "Schedule 14f-1") to the Company's stockholders (the "Appointment Date"), Mr. Ng resigned as a director of the Company. On that same date, Mr. Lococo was appointed as the Company's Chairman of the Board of the Company.

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.




         12

  Table of Contents



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 October 31, 2020, the Company has $6,480 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, 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.

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.




         13

  Table of Contents



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.




Results of Operations



No revenue has been generated by the Company during the six months ended October 31, 2020 and 2019. 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 October 31, 20120 and 2019

During the three months ended October 31, 2020 and 2019, the Company incurred a net loss of $23,475 and $38,999, respectively, comprised solely of general and administrative expenses, including consulting fees to implement our business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company's periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

General and administrative expenses during the three months ended October 31, 2020 were $15,524 lower than during the three months ended October 31, 2019. During the three months ended October 31, 2020, we incurred $19,270 less in consulting fees relating to the implementation of our business plan, $2,123 less in SEC filing fees, $2,000 less in accounting fees than we did during the three months ended October 31, 2019. These decreases were partially offset by a $6,418 in increase in legal fees, a $900 increase in tax fees and $551 increase audit and other expenses during the three months ended October 31, 2020 as compared to the three months ended October 31, 2019.

For the six months ended October 31, 2020 and 2019

During the six months ended October 31, 2020 and 2019, the Company incurred a net loss of $37,273 and $70,085, respectively, comprised solely of general and administrative expenses, including consulting fees to implement our business plan, accounting and other professional service fees incurred in relation to the preparation and filing of the Company's periodic reports on Form 10-K, Form 10-Q and other reporting requirements.

General and administrative expenses during the six months ended October 31, 2020 were $32,812 lower than during the six months ended October 31, 2019. During the six months ended October 31, 2020, we incurred $23,020 less in consulting fees relating to the implementation of our business plan, $5,673 less in SEC filing fees, $2,000 less in accounting fees, $900 less in tax fees, $707 less in audit fees and $512 less in sundry other expenses than during the six months ended October 31, 2019.

Liquidity and Capital Resources

As of October 31, 2020, the Company had current assets of $6,480 comprised solely of cash. This compares to $0 current assets as of April 30, 2020. The Company's current liabilities as of October 31, 2020 totaled $94,252: $30,500 relating to accounts payable and $63,752 of advances from related parties. This compares with current liabilities of $80,474 as of April 30, 2020, comprising $16 fees paid in excess of our bank balance, $36,701 of accounts payable and $43,757 due to related parties. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.




         14

  Table of Contents




The following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities for the six months ended October
31, 2020 and 2019:



                                             Six Months        Six Months
                                                Ended             Ended
                                             October 31,       October 31,
                                                2020              2019

Net Cash Used in Operating Activities $ (43,474 )$ (61,469 )Net Cash Used in Investing Activities

                   0              (100 )
Net Cash Provided by Financing Activities          49,954            61,669
Net Change in Cash                          $       6,480     $         100




Operating Activities


During the six months ended October 31, 2020, the Company incurred a net loss of $37,273 which, after adjusting for a decrease in accounts payable of $6,201, resulted in net cash of $43,474 being used in operating activities during the period. By comparison, during the six months ended October 31, 2019, the Company incurred a net loss of $70,085 which, after adjusting for a decrease in prepaid expenses of $4,000 and an increase in accounts payable of $4,616, resulted in net cash of $61,469 being used in operating activities during the period.



Investing Activities


During the six months ended October 31, 2020, the Company neither generated nor used funds in investing activities. By comparison, during the six months ended October 31, 2019, the Company subscribed $100 to acquire 33.33% of the issued and outstanding common shares of Australian Gold Commodities Ltd.



Financing Activities


During the six months ended October 31, 2020, the Company received $49,954 from financing activities; $29,975 from the sale of shares for cash to a related party (Copper Hill), $19,995 by way of a loan from a related party (Copper Hill), less a payment of $16 of fees incurred in excess of our bank balance. By comparison, during the six months ended October 31, 2019, the Company received a total of $61,669 from financing activities: $55,519 by way of advances from related party entities ($6,403 from Metrowork, $18,874 from Copper Hill and $30,242 from Apple iSports, Inc.), and $6,150 by way of capital contribution from the Company's former controlling shareholder, Metrowork.

Supplemental Disclosures of Non-Cash Financing Activities

During the six months ended October 31, 2020, the Company was not party to any non-cash financing activities. By comparison, during the six months ended October 31, 2019, the Company entered into a Loan Conversion Agreement with its principal shareholder, Copper Hill, under which Copper Hill converted its outstanding debt of $372,823 with the Company into 5,000,000 shares of the Company's common stock.

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. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the related parties will continue to fund the Company's working capital needs. As a result, there is substantial doubt about the Company's ability to continue as a going concern.

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



None.




         15

  Table of Contents

© Edgar Online, source Glimpses

All news about PREVENTION INSURANCE.COM
09/28PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and..
AQ
09/22PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and..
AQ
08/23PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and..
AQ
07/30HOLCIM : ups operating profit view with stimulus due to kick in
RE
07/26PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and..
AQ
07/01PREVENTION INSURANCE COM : Management's Discussion and Analysis of Financial Condition and..
AQ
07/01Prevention Insurance.Com Reports Earnings Results for the First Quarter Ended July 31, ..
CI
2020Prevention Insurance.Com Reports Earnings Results for the Full Year Ended April 30, 202..
CI
2020Prevention Insurance.Com Reports Earnings Results for the Third Quarter Ended January 3..
CI
2019Prevention Insurance.Com Reports Earnings Results for the Second Quarter Ended October ..
CI
More news
Financials (USD)
Sales 2021 - - -
Net income 2021 -0,04 M - -
Net Debt 2021 0,06 M - -
P/E ratio 2021 -201x
Yield 2021 -
Capitalization 11,5 M 11,5 M -
EV / Sales 2020 -
EV / Sales 2021 -
Nbr of Employees -
Free-Float 8,78%
Chart PREVENTION INSURANCE.COM
Duration : Period :
Prevention Insurance.Com Technical Analysis Chart | PVNC | US7413753077 | MarketScreener
Income Statement Evolution
Managers and Directors
Anthony Lococo Chairman, President, CEO & CFO
Sector and Competitors
1st jan.Capi. (M$)
PREVENTION INSURANCE.COM0.00%11
INVESTOR AB (PUBL)48.49%71 936
CK HUTCHISON HOLDINGS LIMITED-7.67%24 582
GROUPE BRUXELLES LAMBERT SA16.09%16 182
HAL TRUST23.63%13 757
AB INDUSTRIVÄRDEN (PUBL)-1.24%12 689