UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2011 (April 27, 2011)
 
 
PREVENTION INSURANCE.COM
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
000-32389
 
88-0126444
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

c/o Paragon Capital LP
110 East 59 th Street, 29 th Floor
New York, NY
 
 
 
10022
(Address of principal executive offices)
 
(Zip Code)

(212) 593 – 1600
(Registrant’s telephone number, including area code)
 
None
(Former name or former address since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
 
 
 
 
 
Item 5.03  –  Amendment to Articles of Incorporation

On April 27, 2011 (the “Effective Date”), Prevention Insurance.com (the “Company”) amended its articles of incorporation to increase its authorized capital to one hundred and ten million (110,000,000) shares of all classes of stock.  Of such total number of shares of stock, one hundred million (100,000,000) shares are authorized to be common stock, each of which have a par value of $0.0001 (“Common Stock”), and ten million (10,000,000) shares are authorized to be preferred stock, each of which shares have a par value of $0.0001 per share (“Preferred Stock”).

Additionally, as of the Effective Date, each one hundred (100) shares of common stock, par value $0.01 per share, of the Company issued and outstanding or held as unissued immediately prior to the Effective Date (the “Old Common Stock”) was automatically without any action on the part of the holder thereof, reclassified and changed into one (1) share of common stock, par value $0.0001 per share, which the Company is authorized to issue immediately subsequent to the Effective Date (the "New Common Stock"). In the event any conversion of Old Common Stock creates a fractional share, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon such conversion, in the aggregate, shall be rounded up to the nearest whole number of shares of Common Stock.

  Item 9.01  –  Financial Statements and Exhibits.

(d)  Exhibits:  The following exhibits are filed as part of this report:
 
  Exhibit Number       Description
       
  3.1   Certificate of Amendment of Articles of Incorporation of Prevention Insurance.com, filed with the State of Nevada on April 27, 2011
 

 
 
 
 
 
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 hereunto duly authorized.
 
  PREVENTION INSURANCE.COM
     
Date: April 28, 2011  
By:
/s/ Alan P. Donenfeld
   
Alan P. Donenfeld
President and Secretary
 
 
 
Exhibit 3.1
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: www.nvsos.gov

 
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20110316954-72
Filing Date and Time
04/27/2011  2:46 PM
Entity Number
C1356-1975
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
 
1. Name of the corporation:
Prevention Insurance.com
 
2. The articles have been amended as follows (provide article number if available):
FOURTH:          General
 
This Corporation shall be authorized to issue a total of One Hundred and Ten Million (110,000,000) shares of all classes of stock. Of such total number of shares of stock, One Hundred Million (100,000,000) shares are authorized to be Common Stock, each of which shall have a par value of $0.0001 ("Common Stock"), and Ten Million (10,000,000) shares authorized to be Preferred Stock, each of which shares shall have a par value of $0.0001 per share ("Preferred Stock").
 
      Reverse Stock Split
 
Upon filing this Certificate of Amendment to the Articles of Incorporation of the Corporation (the "Split Effective Date"), each one hundred (100) shares of Common Stock, par value $0.01 per share, of the Corporation issued and outstanding or held as unissued immediately prior to the Split Effective Date (the "Old Common Stock") shall automatically without any action on the part thr holder thereof, be reclassified and changed into one (1) share of common stock, par value $0.0001 per share, which the Corporation shall be authorized to issue immediately subsequent to the Split Effective Date (the "New Common Stock"). If any conversion of Old Common Stock hereunder would create a fractional share, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon such conversion, in the aggregate, shall be rounded up to the nearest whole number of shares of Common Stuck.
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series , or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:   71.8%
 
4. Effective date of filing (optional):   4/27/11
 
  5. Officer signature (required):   X  /s/ Alan P. Donenfeld     
 
*if any proposed amendment would alter or change any preference or any relative to other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
 
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
 
This form must be accompanied by appropriate fees.
 
 
 
 
 
CERTIFICATE OF AMENDENT OF ARTICLES OF INCORPORATION OF
PREVENTION INSURANCE .COM
 
 
Alan P. Donenfeld hereby certifies that:
 
1.  
He is the President and the Secretary of PREVENTION INSURANCE .COM , a Nevada corporation (the "Corporation").
 
2.  
Article FOURTH of the Articles of Incorporation of the Corporation is amended to read in its entirety as follows:
 
"FOURTH:
 
General
 
 
This Corporation shall be authorized to issue a total of One Hundred and Ten Million 110,000,000 shares of all classes of stock. Of such total number of shares of stock, One Hundred Million (100,000,000) shares are authorized to be Common Stock, each of which shall have a par value of $0.0001 ("Common Stock"), and Ten Million (10,000,000) shares authorized to be Preferred Stock, each of which shares shall have a par value of $0.0001 per share ("Preferred Stock"). .
 
Reverse Stock Split
 
Upon filing this Certificate of Amendment to the Articles of Incorporation of the Corporation (the "Split Effective Date"), each one hundred (100) shares of Common Stock, par value $0.01 per share, of the Corporation issued and outstanding or held as unissued immediately prior to the Split Effective Date (the "Old Common Stock") shall automatically without any action on the part of the holder thereof, be reclassified and changed into one (1) share of common stock, par value $0.0001 per share, which the Corporation shall be authorized to issue immediately subsequent to the Split Effective Date (the "New Common Stock"). If any conversion of Old Common Stock hereunder would create a fractional share, such fractional share shall be disregarded and the number of shares of Common Stock issuable upon such conversion, in the aggregate, shall be rounded up to the nearest whole number of shares of Common Stock."
 
3.  
The foregoing amendment to the Articles of Incorporation of the Corporation has been duly approved by the Corporation's Board of Directors.
 
4.  
The total number of outstanding common stock of the corporation entitled to vote on the record date was 99,472,933. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
 
 
 
       
DATE: April 27, 2011
By:
/s/  Alan P. Donenfeld  
    Alan P. Donenfeld, President and Secretary