[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to __________
Commission file number ______________________________
PREVENTION INSURANCE.COM
(Exact name of small business issuer as specified in its charter)
NEVADA
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2770 So. Maryland PKWY. #403A, Las Vegas, NV 89109
(Address of principal executive offices)
(702) 732 - 2758
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) Not applicable.
(b) Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS on Form 8-K
(a) Not applicable.
(b) Not applicable.
MANAGEMENT DISCUSSION
PERIOD NOVEMBER 2001 - JANUARY 2002
We have made good progress in completing our four-year comprehensive Business
Plan, complete with detailed cash flow and projected P.L.s. We will utilize this
plan in raising our mezzanine round of financing of $5,000,000. This will only
capitalize the company's marketing efforts for two years. At the time of this
discussion, we are finalizing the hiring procedures necessary to be compliant
with the S.E.C. regulations and are ready to move back to NASD to request our
symbol for trading. Once this is accomplished, we will finalize our first
acquisitions and begin to assemble a sales force on a regional basis.
MANAGEMENT DISCUSSION OF OPERATIONS:
Prevention Insurance's primary focus in the coming year will be to merger with
or acquire or enroll as many insurance agencies as possible. Our goal is to
merge or enroll a minimum 24 agencies by the end of our fiscal year which is
April 30, 2003.
Prevention Insurance's cash needs will be covered by the service fees, however
we still intend to raise working capital of $5,000,000 for sufficient working
capital on hand to cover any expansion plans, our plan is to have one year's
total operating expenses on hand and for any acquisitions that may require cash
as well as stock.
We feel our sales projections are conservative, utilizing only three sales
representatives, and making modest acquisitions of only two agencies signed per
month out of the potential prospect base 137,000 independent agencies in the
U.S.
DISCUSSION OF FINANCIAL CONDITION & RESULTS OF OPERATIONS:
Our condition is at present under-capitalized as we have elected not to finalize
mergers or membership contracts or receive fees for services from member
agencies until we are certain we are listed on NASDAQ-BB and the company and
stock is publicly traded. We have basically been able to pay off all of our
payables as agreed with only $10,458 in current accounts payable. Revenue to
date has been provided by our equipment sales division, Quick Pay Co., that is
selling ATM machines to retail outlets around the U.S. We have also received a
small amount of seed capital ($51,000) from existing shareholders through stock
sales. We will also be seeking our venture capital or strategic partners as
possible sources of financing.
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PREVENTION INSURANCE.COM
Date: March 21, 2002 /s/ Scott Goldsmith
-----------------------------------
Name: Scott Goldsmith
Title: President
[LUDLOW & HARRISON LETTERHEAD]
INDEPENDENT ACCOUNTANT'S REPORT
-------------------------------
We have reviewed the accompanying balance sheet of Prevention Insurance.Com as
of January 31, 2002 and the related statements of income, changes in
stockholders' equity, and cash flows for the three month and nine month periods
then ended. These financial statements are the responsibility of the company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
/s/ Ludlow & Harrison
Ludlow & Harrison
A CPA Corporation
San Diego California
March 10, 2002
PREVENTION INSURANCE.COM
- ------------------------
BALANCE SHEET
- -------------
AT JANUARY 31, 2002 AND 2001
- ----------------------------
JAN 31,02 JAN 31,01
-------------- ---------------
ASSETS
- ------
CURRENT ASSETS
--------------
CASH $4,289 $7,429
ACCOUNTS RECEIVABLE 5,427
-------------- ---------------
TOTAL CURRENT ASSETS 9,717 7,429
-------------- ---------------
OTHER ASSETS
------------
DUE FROM QUICK PAY 2,800
DUE FROM OFFICER 22,887
-------------- ---------------
TOTAL OTHER ASSETS 25,687 0
-------------- ---------------
TOTAL ASSETS $35,404 $7,429
============== ===============
LIABILITIES & EQUITY
- --------------------
CURRENT LIABILITIES
-------------------
ACCOUNTS PAYABLE $18,958 $10,458
-------------- ---------------
EQUITY
------
COMMON STOCK 96,156 44,811
TREASURY STOCK (52,954) (52,954)
ADDITIONAL PAID IN CAPITAL 3,364,283 3,361,616
ACCUMULATED DEFICIT (3,391,039) (3,356,502)
------------- --------------
TOTAL EQUITY 16,446 (3,029)
------------- --------------
TOTAL LIABILITIES & EQUITY $35,404 $7,429
============= ==============
SEE ACCOUNTANTS' REVIEW REPORT.
PREVENTION INSURANCE.COM
- ------------------------
INCOME STATEMENT
- ----------------
FOR NINE MONTHS ENDED JANUARY 31, 2002 AND 2001
- -----------------------------------------------
QUARTER YEAR TO DATE QUARTER YEAR TO DATE
JAN 31, 02 JAN 31, 02 JAN 31, 01 JAN 31, 01
-------------- ---------------- -------------- -----------------
INCOME $16,997 $18,298 $0 $0
----- -------------- ---------------- -------------- -----------------
EXPENSES
--------
ACCOUNTING 1,975 1,448
ADVERTISING 600 2,500
AUTO 1,667 3,750
BANK CHARGES 370 598 24 54
COMMISSIONS 1,000 1,424
CREDIT CARD EXPENSES 10,013 21,354
LEGAL 375 542
LICENSES 5,639 1,694
OFFICE 1,007 4,292
OUTSIDE SERVICES
POSTAGE 147 522 1,186
PROFESSIONAL 970 2,799 1,908
REPAIRS 309
RENT 200 200
TELEPHONE 495 1,341
UTILITIES 590 590
------------- --------------- ------------- ----------------
TOTAL EXPENSES 16,460 45,769 24 9,332
------------- --------------- ------------- ----------------
NET INCOME (LOSS) $538 ($27,470) ($24) ($9,332)
============= =============== ============= ================
EARNINGS PER SHARE 0.0001 (0.0029) (0.00001) (0.002)
SEE ACCOUNTANTS' REVIEW REPORT.
PREVENTION INSURANCE.COM
- ------------------------
STATEMENT OF CASH FLOWS
- -----------------------
3TD QUARTER YEAR TO DATE 3TD QUARTER YEAR TO DATE
JAN 31, 02 JAN 31, 02 JAN 31, 01 JAN 31, 01
---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATIONS
- --------------------------
NET INCOME (LOSS) 538 (27,470) (24) (9,337)
ADJUSTMENTS
(INCREASE) IN RECEIVABLES (11,304) (23,733) 2,702 0
(DECREASE) IN PAYABLES 8,500 4,500 4,649 0
------------- ------------- --------------- ---------------
CASH USED BY OPERATIONS (2,266) (46,703) 7,327 (9,337)
CASH FLOWS FROM INVESTING 0 0 0 0
- ---------------------------
CASH FLOWS FROM FINANCING
- ---------------------------
CASH FROM SALE OF STOCK 5,000 50,912 0 0
------------- ------------- --------------- ---------------
NET CHANGE IN CASH 2,734 4,209 7,327 (9,337)
CASH BEGINNING OF PERIOD 1,555 80 102 16,766
------------- ------------- --------------- ---------------
CASH ENDING OF PERIOD $4,289 $4,289 $7,429 $7,429
============= ============= =============== ===============
SEE ACCOUNTANTS' REVIEW REPORT.
PREVENTION INSURANCE.COM
- ------------------------
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- --------------------------------------------
ADDITIONAL RETAINED TOTAL
COMMON STOCK TREASURY PAID-IN EARNINGS STOCKHOLDERS'
# OF SHARES PAR VALUE STOCK CAPITAL (DEFICIT) EQUITY
--------------------------- ------------- --------------- --------------- ----------------
BALANCE, APRIL 30, 2000 4,481,151 $44,811 ($52,954) 3,361,616 ($3,347,165) $6,308
SHARES ISSUED 0 0 $0
NET LOSS - YEAR TO DATE JAN 31, 2001 (9,337) (9,337)
--------------------------- ------------- --------------- --------------- --------------
BALANCE, JANUARY 31, 2001 4,481,151 $44,811 ($52,954) $3,361,616 ($3,356,502) ($3,029)
=========================== ============= =============== =============== ==============
SHARES ISSUED 280,949 $2,810 2,810
EXCESS OF PAR VALUE 290 290
NET LOSS - QUARTER APRIL 30, 2001 (7,067) (7,067)
--------------------------- ------------- --------------- --------------- --------------
BALANCE, APRIL 30, 2001 4,762,100 $47,621 ($52,954) $3,361,906 ($3,363,569) ($6,996)
SHARES ISSUED 653,500 6,535 6,535
EXCESS OF PAR VALUE 2,377 2,377
NET LOSS - QUARTER JULY 31, 2001 (955) (955)
--------------------------- ------------- --------------- --------------- --------------
BALANCE, JULY 31, 2001 5,415,600 $54,156 ($52,954) $3,364,283 ($3,364,524) $961
SHARES ISSUED 3,700,000 37,000 37,000
EXCESS OF PAR VALUE 0
NET LOSS - QUARTER OCTOBER 31, 2001 (27,053) (27,053)
--------------------------- ------------- --------------- --------------- --------------
BALANCE, OCTOBER 31, 2001 9,115,600 $91,156 ($52,954) $3,364,283 ($3,391,577) $10,908
SHARES ISSUED 500,000 5,000 5,000
EXCESS OF PAR VALUE 0
NET INCOME - QUARTER JANUARY 31, 2001 538 538
--------------------------- ------------- --------------- --------------- --------------
BALANCE, JANUARY 31, 2001 9,615,600 96,156 (52,954) 3,364,283 (3,391,039) 16,446
=========================== ============= =============== =============== ==============
SEE ACCOUNTANTS' REVIEW REPORT.
PREVENTION INSURANCE.COM
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2002
Note 1 - Nature of Business
The Company was incorporated in Nevada in 1975 under the name of Vita
Plus Industries, Inc. The Company conducted business under this name until March
10, 1999, at which time it sold off its remaining inventory of nutritional
products, together with its name. Subsequent to this, the Company changed its
name to Prevention Insurance.Com and has entered into the area of consultation
to the insurance industry.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
-------------------
The Company's financial statements are presented in accordance with
generally accepted accounting principles.
Revenue Recognition
-------------------
The Company recognizes revenue as it is earned.
Income Taxes
------------
The Company has had no income for the last several years, and has no
tax expense or liability to accrue. The Company has a Net Operating Loss
Carryforward in the amount of $ 3,419,047 available to offset future taxes.
SEC Reg 228.310 - Footnote disclosures
--------------------------------------
The Company has adjusted the financial statements so that they are not
misleading and all adjustments that need to be made have been made.
Note 3 - Related Party Transactions
The Company has a receivable from its President in the amount of $
22,887. It is anticipated that this will be repaid in full, hence no allowance
for doubtful accounts has been charged.
Note 4 - Capital Stock
The Company has had no changes in outstanding stock for the quarter
ending January 31, 2002. The number of shares outstanding of common stock is
9,615,600. No dividends have been declared, hence no dividends per share to
report.
PREVENTION INSURANCE.COM
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JANUARY 31, 2002
Note 5 - Significant Equity Investees
Forty five percent (45%) of the equity of the Company is owned by a
single investee. Related sales and loss from continuing operations associated
with the investee follows:
Quarter ending Year to date Investee Investee
January 31, 02 Jan 31 02 Quarter Year to date
Sales $ 16,997 $ 18,298 $7,649 $ 8,234
Net 538 (27,470) 242 (12,362)