- -------------------------------------------------------------------------------- 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 OMB SECURITIES AND EXCHANGE COMMISSION APPROVAL WASHINGTON D.C. 20549 OMB NUMBER: 3235-0416 EXPIRES: APRIL 30, 2005 FORM 10-QSB ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE: 32.00 (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: 10-31-04 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from 7-31-2004 to 10-31-04 --------- ----------- 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 (I.R.S. Employer incorporation or organization) Identification No.) 2770 So. Maryland Pkwy. 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 [ ] PREVENTION INSURANCE.COM BALANCE SHEETS UNAUDITED OCTOBER 31, April 30, ASSETS 2004 2004 - ----------------------------------------------------------------------------------------------------------------- Current assets: Cash $ -- $ -- ------------------------------ TOTAL CURRENT ASSETS $ -- $ -- ============================== LIABILITIES AND STOCKHOLDERS' (DEFICIT) - ----------------------------------------------------------------------------------------------------------------- Current liabilities: Accounts payable $ 1,419 $ 5,175 Advance from officer/shareholder 20,731 21,372 ------------------------------ TOTAL CURRENT LIABILITIES 22,150 26,547 Stockholders' (deficit): Common stock 159,381 120,498 Additional paid in capital 3,460,147 3,466,529 Accumulated (deficit) (3,588,724) (3,560,620) ------------------------------ 30,804 26,407 Less: Treasury stock, at cost (52,954) (52,954) ------------------------------ (22,150) (26,547) ------------------------------ $ -- $ -- ============================== SEE NOTES TO FINANCIAL STATEMENTS PREVENTION INSURANCE.COM SUMMARY STATEMENTS OF OPERATIONS Unaudited - -------------------------------------------------------------------------------- Six months ended Three months ended October 31, October 31, ------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------- Commission income $ 84,955 $ 62,662 $ 33,337 $30,440 General and administrative expenses 113,058 80,432 43,482 35,904 ------------------------------------------------- Net (loss) $(28,103) $(17,770) $(10,145) $(5,464) ================================================= Net income (loss) per share ($0.01) ($0,01) $0.00 ($0.01) ================================================= SEE NOTES TO FINANCIAL STATEMENTS PREVENTION INSURANCE.COM STATEMENT OF CASH FLOWS Unaudited - -------------------------------------------------------------------------------- Six months ended October 31, 2004 2003 ------------ ------------ Cash applied to operating activities Net (loss) $ (28,103) $ (17,770) Adjustments to reconcile net income to net cash provided by operations Stock issued for services 11,500 -- Decrease (increase) in accounts receivable -- -- Increase (decrease) in accounts payable and accrued expenses (3,756) 64 Increase (decrease) in advance from officer/shareholder (641) 1,206 ------------ ------------ NET CASH PROVIDED BY OPERATIONS (21,000) (16,500) Cash provided by investing activities -- Cash provided by financing activities Proceeds from issuance of common stock 21,000 16,500 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 21,000 16,500 Increase (decrease) in cash -- Cash at beginning of period -- ------------ ------------ Cash at October 31, $ -- $ -- ============ ============ SEE NOTES TO FINANCIAL STATEMENTS PREVENTION INSURANCE.COM STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY QUARTER ENDING OCTOBER 31, 2004 Common Stock Treasury Addt'l Paid Retained Total Equity # of Shares Par Value Stock in Capital Earnings ----------------------------------------------------------------------------------------------- BALANCE, JULY 31, 2004 14,313,067 $143,146.50 -$52,954.00 $3,456,381.00 -$3,566,678.86 -$20,105.36 SHARES ISSUED 1,625,000 $6,250.00 $2,250.00 $8,500.00 NET INCOME QTR END JULY 31, 2004 -$10,544.30 -$10,544.30 BALANCE OCTOBER 31, 2004 15,938,067 $149,396.60 -$52,954.00 $3,458,631.00 -$3,577,223.16 -$22,149.66 ----------------------------------------------------------------------------------------------- PREVENTION INSURANCE.COM NOTES TO FINANCIAL STATEMENTS Unaudited NOTE 1. BASIS OF PRESENTATION In the opinion of management all adjustments necessary for the financial statements to be in conformity with generally accepted accounting principles have been recorded. NOTE 2. GOING CONCERN The financial statements have been presented on the basis of a going concern. The Company has incurred significant losses and is dependant on its ability to raise capital pending the return to profitability. If it does not return to profitability and if, it is unable to obtain interim financing, the Company will cease operations. MANAGEMENT DISCUSSIONS PERIOD AUGUST 1, 2004 - OCTOBER 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. we are now in a position to accelerate our search for compatible insurance brokers to bring into the holding company. 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 capital for any acquisitions that may require cash as well as stock. DISCUSSION OF FINANCIAL CONDITIONS & 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 We have insured additional blocks of ATM machines for both the equipment and cash against damage and loss with our ATM insurance coverage policies that we broker through insurance agencies. In addition our equipment ATM division is growing we are expanding our sales force. 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: /s/ Scott Goldsmith - ------------------------ Name: Scott Goldsmith Title: President