- -------------------------------------------------------------------------------- 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, 2003 FORM 10-QSB ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE: 32.00 (Mark One) [ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2006 -------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from Nov. 1 2005 to Jan. 31, 2006 ----------- ------------- Commission File Number ---------------- PREVENTION INSURANCE.COM - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA ------ ---------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2770 So. Maryland Pkwy. Las Vegas, NV 89109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (702) 732 - -------------------------------------------------------------------------------- (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 [ ] PREVENTION INSURANCE.COM BALANCE SHEETS (UNAUDITED) Audited For the Nine Months Ended For the Year Ended January 31, April 30, ASSETS 2005 2005 - ------ Current assets: Cash $ 10,354 $ 2,330 ----------- ----------- TOTAL CURRENT ASSETS $ 10,354 $ 2,330 =========== =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) - --------------------------------------- Current liabilities: Accounts payable $ 20,391 $ 3,428 Bank Overdraft - Advance from Officer / Shareholder 15,000 - ----------- ----------- TOTAL CURRENT LIABILITIES 35,391 3,428 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, 18,794,918 shares issued and outstanding 192,408 179,714 Additional paid in capital 3,595,367 3,537,811 Accumulated (deficit) (3,759,858) (3,664,169) ----------- ----------- 27,917 53,356 Less: Treasury stock, at cost (52,954) (52,954) Less: Stock Subscriptions Receivable - (1,500) ----------- ----------- Total Stockholder's (Deficit) (25,037) (1,098) ----------- ----------- Total Liabilities and Stockholder's Equity $ 10,354 $ 2,330 =========== =========== See Notes to Financial Statements 1 PREVENTION INSURANCE.COM STATEMENTS OF OPERATIONS Nine Months Ended Three Months Ended January 31, January 31, ---------------------------- ---------------------------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Commission income $ 98,408 $ 127,128 $ 35,540 $ 42,173 General and administrative expenses 194,087 217,215 61,118 77,107 -------- --------- -------- -------- (Loss) from operations (95,679) (90,087) (25,579) (34,934) Interest expense 9 - - - -------- --------- -------- -------- (Loss) before income taxes (95,688) (90,087) (25,579) (34,934) Income taxes - - - -------- --------- -------- -------- Net (loss) $(95,688) $ (90,087) $(25,579) $(34,934) ======== ========= ======== ======== - - (Loss) per share $ (0.01) $ (0.01) $ (0.01) $ (0.01) ======== ========= ======== ======== See Notes to Financial Statements 2 PREVENTION INSURANCE.COM STATEMENTS OF CASH FLOWS 9 months ended January 31, 2006 2005 --------- --------- Cash flows from operating activities: Net loss $ (95,688) $ (53,345) Adjustments to reconcile net loss to - net cash used by operating activities: - Changes in operating assets and liabilities: - Stock issued for services and to settle debt - Increase / (Decrease) in accounts payable 16,963 Increase / (Decrease) in accounts payable - related party - Increase / (Decrease) in advances from officer/shareholder - --------- --------- Net cash used by operating activities (78,726) (53,345) Cash flows from investing activities: Purchase of property and equipment - --------- --------- Net cash used by investing activities - - Cash flows from financing activities: Proceeds from issuance of common stock 70,250 55,740 Proceeds from stock subscription receivable 1,500 Advance from Officer / Shareholder 15,000 Bank Overdraft - --------- --------- Net cash provided by financing activities 86,750 55,740 --------- --------- Net increase in cash 8,024 2,395 Cash, beginning of period 2,330 --------- --------- Cash, end of period 10,354 2,395 ========= ========= See Notes to Financial Statements 3 PREVENTION INSURANCE.COM STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) FOR THE THREE MONTHS ENDED JANUARY 31, 2006 Preferred Common Additional Stock Par Stock Par paid in Accumulated Treasury Stock Number value Number value capital deficit stock Subscriptions Total ------------------------------------------------------------------------------------------------ Before October 31, 2005 $ - $ - 18,794,918 187,964 3,570,811 (3,734,279) (52,954) (1,500) (28,458) ================================================================================================ Shares issued for cash 444,444 4,444 24,556 Payment of stock subscription receivable 1,500 Net (loss) (25,579) ------------------------------------------------------------------------------------------------ Balance January 31, 2005 $ - $ - 19,239,362 192,408 3,595,367 (3,759,858) (52,954) - (25,037) ================================================================================================ 0.07 See Notes to Financial Statements 4 PREVENTION INSURANCE.COM NOTES TO FINANCIAL STATEMENTS 1. FINANCIAL STATEMENT PRESENTATION -------------------------------- The financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended April 30, 2005 as filed with the Securities and Exchange Commission on July 27, 2005. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. 2. STOCKHOLDERS' EQUITY -------------------- During the three months ended January 31, 2006, the Company received cash of $29,000 for 444,444 shares of common stock (an average of approximately $.07 per share). 3. RELATED PARTY TRANSACTIONS -------------------------- During the three months ended July 31, 2005, the Company's founder advanced the Company cash of $15,000. There were no changes during the three months ended January 31, 2006. Officer Compensation for the three months ended January 31, 2006, totaled $17,399. 5 MANAGEMENT DISCUSSION November 1, 05 _____________ Jan 31, 06 We have past our deadline on receiving the final documents finacial information on the proposed merger with Health Imaging group. Since there original proposal much has changed, government reimbursments on PET and MRI will be reduced starting in 2007 effecting profits. We will need to factor in those cuts and the impact on the project and the shareholders before we make a final decition on this proposal. We have other options to consider should this merger with Health Imaging not finalize. PREVENTION INSURANCE Prevention is preparing to test selling Mini Health insurance Plans directly to the public on Television. The value added policies are strucrtured to give a policy holder less coverage but much lower premiums, hospitalization, ambulance, doctor visits, and prescription benefits are included along with preventative features like 24 hr.Doctor on call and Vitamin packs. Annual low costs check ups may also be added in the future. All for apporox. $99.00 per mo for a 50 yr. old non smoker. The test market will tell us more about the response to these policies and if rolling them out would be a benefit to Pevention Insurance. QUICK PAY ATM Quick Pay revenues are increasing due to a new marketing program that incorporates a mailout of a enticing offer to get either a large floor model ATM machine that dispenses cash or a New compact ATM that dispenses a coupon and is redeemed at the cashier. The mail piece is followed up by a phone call with a trained sales rep. although the program is new it is already bearing friut and sales have increased 25% the increasing sales should have apositive impact over the next few quarters. FINANCIAL CONDITION We are presently still under capitalized as we have not ventured out to secure any meaningful capital infusians until we see the out come of the merger proposals and the test marketing of our Mini health policies. Due to increasing ATM revenues and some small sales of stock under the 144 restrictions we are current on all payables and will seek to improve our cash flow and profitability in the next few quarters. 6