- -------------------------------------------------------------------------------- SEC POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION 2334 (6 CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM 00) DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 7/31/04 ------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from May 1, 2004 to July 31, 2004 Commission file number _______________________ PREVENTION INSURANCE.COM ----------------------------------------------------------------------- (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) NEVADA 88-0126444 - ------------------------------- -------------------------------- (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 2770 So. Maryland Pkwy. #416, 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 conformed by a court. Yes [ ] No [ ] MANAGEMENT DISCUSSIONS PERIOD MAY 1, 2003 - JULY 31, 2004 We have made good progress in identifying insurance wholesalers in the senior market that we would like to merge into Prevention Insurance. We plan to finalize our first acquisitions by the end of the year. We currently are trading on the NASDAQ Bulletin Board. Our symbol is PVNC. OB MANAGEMENT DISCUSSION OF PREVENTION INSURANCE DIVISION OPERATIONS: Prevention Insurance's primary focus will be to merge into or acquire private insurance wholesalers that market senior products either regionally or nationally. Their products are targeted to baby boomers age 50 and over. Their primary products are long term care, med supplements, life insurance and annuities, fixed and variable. Our goal is to acquire 2-4 profitable companies by the end of our fiscal year which is April 30, 2005. Prevention's Insurance's cash needs will be covered by periodic investments and our ATM sales division, however, we still intend to raise additional working capital to cover any expansion plans. Our plan is to have one year's total operating expenses on hand and additional capitol for any acquisitions that may require cash as well as stock. DISCUSSION OF FINANCIAL CONDITION & RESULTS OF OPERATIONS: Our condition is at present under-capitalized. We have basically been able to pay off all of our payables as agreed. Revenue to date has been provided by our ATM equipment sales division, Quick Pay, that is selling ATM machines to retail outlets around the U. S. We have also received a small amount of capital from existing shareholders through periodic stock sales. We will also be seeking out private equity capital or a strategic partner as possible sources of financing. QUICK PAY ATM DIVISION Our ATM division is growing. Our average number of ATM sales has increased. Revenue is projected next year at $300,000 or more in sales. We anticipate opening an additional sales office to boost sales further. We have also introduced a new ATM insurance policy that provides coverage for both the ATM machine and the cash inside up to $25,000. This has been well received and we started issuing polices for customers who own blocks of ATM machines. 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: September 9, 2004 /s/ Scott Goldsmith - --------------------------- Name: Scott Goldsmith Title: President PREVENTION INSURANCE.COM FINANCIAL STATEMENTS JULY 31, 2004 PREVENTION INSURANCE.COM BALANCE SHEET (UNAUDITED) JULY 31, APRIL 30, ASSETS 2004 2004 - --------------------------------------------------------------------------------------------------- Current assets: Cash $ - $ - ----------- ----------- TOTAL CURRENT ASSETS - - ----------- ----------- $ - $ - =========== =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) - --------------------------------------------------------------------------------------------------- Current liabilities: Accounts payable $ 2,406 $ 5,175 Advance from officer/shareholder 17,700 21,372 ----------- ----------- TOTAL CURRENT LIABILITIES 20,106 26,547 Commitments - - Stockholders' (deficit): Preferred stock, par value $ .01, 2,000,000 shares authorized, no shares issued or outstanding - - Common stock, $ .01 par value, 100,000,000 shares authorized, 14,313,067 shares issued and outstanding 143,146 120,498 Additional paid in capital 3,456,381 3,466,529 Accumulated (deficit) (3,566,678) (3,560,620) ----------- ----------- 32,849 26,407 Less: Treasury stock, at cost (52,955) (52,954) ----------- ----------- (20,106) (26,547) ----------- ----------- $ - $ - =========== =========== -2- PREVENTION INSURANCE.COM STATEMENTS OF OPERATIONS (UNAUDITED) (UNAUDITED) (UNAUDITED) THREE MONTHS THREE MONTHS ENDED ENDED JULY 31, 2004 JULY 31, 2003 - ------------------------------------------------------------------------------ Commission income $ 51,618 $ 32,222 General and administrative 57,676 44,527 -------- -------- (Loss) from operations (6,058) (12,305) Interest expense - -------- -------- (Loss) before income taxes (6,058) (12,305) Income taxes - - -------- -------- Net (loss) $ (6,058) $(12,305) ======== ======== (Loss) per share $ (0.01) $ (0.01) ======== ======== -3- PREVENTION INSURANCE.COM STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE FOR THE THREE MONTHS THREE MONTHS ENDED ENDED MARCH 31, 2004 MARCH 31, 2003 - -------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Cash received from customers $ 51,618 $ 32,222 Cash paid to employees and vendors (64,118) (40,222) Interest paid - - -------- -------- NET CASH (USED BY) OPERATING ACTIVITIES (12,500) (8,000) Cash flows from investing activities: - - -------- -------- Cash flows from financing activities: Stock issued for cash 12,500 8,000 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 12,500 8,000 Increase (decrease) in cash - - Cash at beginning of year - - -------- -------- Cash at end of year - $ - ======== ======== The following is a reconciliation of net (loss) to net cash (used by) operating activities Net (loss) $ (6,058) $(12,305) Items affecting cash flows: Increase (Decrease) in accounts payable (2,769) 917 Increase (Decrease) in advances from officer/sharholder (3,673) 3,388 -------- -------- Net cash (used by) operating activities $(12,500) $ (8,000) ======== ======== -4- SIGNATURES 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: September 9, 2004 /s/ Scott Goldsmith --------------------- Name: Scott Goldsmith Title: President