UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-QSB/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED: FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2006 _________________________________ COMMISSION FILE NO. 000-32389 _________________________________ PREVENTION INSURANCE.COM (Name of Small Business Issuer in Its Charter) NEVADA 88-0126444 	-------------------------		--------------------------- 	(State or Other Jurisdiction 		 (I.R.S. Employer of Incorporation or 		 Identification No.) 	 Organization) 2770 SOUTH MARYLAND PARKWAY, SUITE 416 89109 LAS VEGAS, NEVADA ------------------------------------------	 ----------- (Address of Principal Executive Offices) (Zip Code) (702) 732-2758 		 ----------------------------------------------- (Issuer's Telephone Number, Including Area Code) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes[X] No[ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[X] No[ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of October 31, 2006, 19,719,632 shares of common stock were outstanding. Transitional Small Business Disclosure Format. Yes[ ] No[X] PREVENTION INSURANCE.COM FORM 10-QSB/A TABLE OF CONTENTS PART I. - FINANCIAL INFORMATION ITEM 1. CONDENSED FINANCIAL STATEMENTS................................3 Balance Sheets - January 31, 2006 and April 30, 2005...................4 Statements of Operations - Nine Months Ended January 31, 2006 and 2005.5 Statements of Cash Flows - Nine Months ended January 31, 2006 and 2005.6 Notes to Financial Statements..........................................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....8 ITEM 3. CONTROLS AND PROCEDURES......................................12 PART II. - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS............................................12 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS....................12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES..............................12 ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS...........12 ITEM 5. OTHER INFORMATION............................................13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................13 SIGNATURE PAGE Exhibit 31.1 Section 302 Certification by President and Chief Executive Officer Exhibit 32.1 Section 906 Certification by President and Chief Executive Officer PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PREVENTION INSURANCE.COM FINANCIAL STATEMENTS 			 ------------------------ AS OF JANUARY 31, 2006 INDEX TO FINANCIAL STATEMENTS 			 ----------------------------- PAGE BALANCE SHEETS AS OF JANUARY 31, 2006 AND APRIL 31, 2005 4 STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED JANUARY 31, 2006 AND 2005 5 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2006 AND 2005 6 NOTES TO FINANCIAL STATEMENTS AS OF JANUARY 31, 2006 7 PREVENTION INSURANCE.COM BALANCE SHEETS 										 		(UNAUDITED) 		For the Nine For the Year 		Months Ended Ended 	January 31, April 30, 	2006 2005 						 		------------ ------------ ASSETS 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 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 	 194,087 217,215 61,118 77,107 expenses 					 ----------- -----------	 ----------- ----------- (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 PREVENTION INSURANCE.COM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 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 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. Stockholder's Equity During the nine 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 nine months ended January 31, 2006, the Company's founder advanced the Company cash of $15,000. Officer Compensation for the nine months ended January 31, 2006 totaled $63,938. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. This Report contains forward- looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, (f) our lack of operational experience, and (g) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur as projected. DESCRIPTION OF OUR BUSINESS Prevention Insurance.com (the "Company") was incorporated in the State of Nevada on May 7, 1975, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company was originally incorporated under the name Vita Plus, Inc. later we changed our name to Vita Industries, Inc. and in 1999 again changed it to Prevention Insurance.com. HISTORY. In 1983 we made a public offering of 700,000 shares of our common stock for our own account. We registered the stock under the Securities Act of 1933. Upon completion of that offering, we registered the stock under Section 12 (g) the National Association of Securities Dealers Automated Quotation System("NASDAQ"). However, in 1989 we terminated the registration of our stock under Section 12(g) of the Act because our total assets had decreased to less than $3,000,000 and we were no longer required to file reports with the Securities and Exchange Commission. Our stock was then no longer quoted on NASDAQ. From inception until early 1999, our principle business engagement had been the sale and distribution of its own formulations of specific vitamins and nutritional supplements, and of various other health and personal care products. We sold our products through traditional methods: we employed a force of salespersons at our headquarters in Las Vegas, Nevada and compensated them on a commission basis: we also sold through a network of independent brokers. Our sales were made primarily to drug stores and other large retailers. Beginning in 1983, we also manufactured some of our products. However, after a period of approximately eight years, we stopped the manufacturing activity because it did not prove to be profitable. In 1981 we were licensed in Nevada as an agent for health and life insurance. Historically since 1991 we have not derived any significant income from sales of insurance policies. During the mid 1990s we developed the concept of reducing insurance costs for both health and life insurance through prevention measures that is by emphasizing the maintenance of good health by members of the insured population. Subsequently, we began the development of hybrid insurance products incorporating preventive features with traditional health and life insurance products. Specifically, we developed two specially formulated preparations of vitamins and nutritional supplements: Nutra-Prevention Formula and Nutra- Protection. Those are formulations that emphasize health maintenance by providing multiple vitamins and a wide range of additional nutritional supplements for daily consumption, and which we believe provide optimal nutrition necessary for good health. We had planned to commence negotiations for joint venture arrangements with insurance companies using those two formulations to offer low-cost, preventive nutritional products combined with reduced premium rates for specialty insurance policies, but to date we have not entered into any such joint ventures. Effective March 15, 1999, we sold for cash substantially all of our assets associated with the traditional distribution of vitamin and dietary supplement formulations, including all inventory of vitamins and nutritional supplements and substantially all of our furniture and fixtures, and terminated all business activities associated with the distribution of individual vitamins and dietary supplements. However, we did retain our insurance agency license, our newly developed Prevention Insurance website and the ownership rights in the trademarks for Nutra-Prevention and Nutra-Protection formulas. GENERAL. We will attempt to locate and negotiate with a business entity for the merger of that target business into the Company. In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business. Management believes that there are perceived benefits to being a reporting company with a class of registered securities. These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market. A business entity, if any, which may be interested in a business combination with us may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company which wishes to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company which may wish to gain an initial entry into the United States securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company. Management will continue to seek a qualified company as a candidate for a business combination. We are authorized to enter into a definitive agreement with a wide variety of businesses without limitation as to their industry or revenues. It is not possible at this time to predict which company, if any, we will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company. Following a business combination we may benefit from the services of others in regard to accounting, legal services, underwritings and corporate public relations. If requested by a target business, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services. A potential target business may have an agreement with a consultant or advisor providing that services of the consultant or advisor be continued after any business combination. Additionally, a target business may be presented to us only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such preexisting agreements of target businesses for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target business. In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of a transaction, it is likely that our present management and stockholder will no longer be in our control. In addition, it is likely that our officer and director will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors. It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances however, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have entered into an agreement for a business combination or have consummated a business combination and we are no longer considered a blank check company. The issuance of additional securities and their potential sale into any trading market which may develop in our securities may depress the market value of our securities in the future if such a market develops, of which there is no assurance. While the terms of a business transaction to which we may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended. With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of the Company which target business stockholder would acquire in exchange for their shareholdings in the target business. Depending upon, among other things, the target business's assets and liabilities, our stockholder will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our stockholder at such time. No assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target business. As of the date hereof, management has not made any final decision concerning or entered into any written agreements for a business combination. When any such agreement is reached or other material fact occurs, we will file notice of such agreement or fact with the Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-KSB are advised to determine if we have subsequently filed a Form 8-K. We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes (but has not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for stockholder and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have entered into an agreement with Health Imaging Inc. to merge Health Imaging is a fully Integrated Provider of Positron Emission Tomography (PET SCANNING) used by Physicians to diagnose and treat Cancer, Heart Disease, Parkinson's and Alzheimer's Diseases. Providing all Audits are submitted and approved we anticipate the merger would be completed within 60 to 90 days. We have past our deadline on receiving the final documents financial information on the proposed merger with Health Imaging group. Since there original proposal much has changed government reimbursements 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 decision on this proposal. We have other options to consider should this merger with Health Imaging not finalize. GOING CONCERN There is substantial doubt about the ability of Prevention Insurance.com to continue as a going concern as disclosed in the notes to the April 30, 2005 financial statements filed by Prevention Insurance.com on Form 10-KSB. Those conditions continued through the third quarter of 2005 resulting in operating losses and liquidity shortages. As of January 31, 2006, current liabilities exceed current assets by approximately $25,000. Management continues to meet operating deficits primarily through Revenue 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. CRITICAL ACCOUNTING POLICIES REVENUE RECOGNITION Prevention Insuarnce.com recognizes Commission income from the sale of ATM machines and the related costs of these sales are recognized at the time of sale. RESULTS OF OPERATIONS Results of Operations for the nine months ended January 31, 2006 compared to The Same Period Ended January 31, 2005 REVENUES Revenues for the nine months ended January 31, 2006 were $98,408 versus $127,128 for the corresponding 2005 period, a decrease of $28,720 or 23%. The decrease was attributable to fewer sales of Prevention's ATM machine sales. EXPENSES General and administrative expenses for the nine month period ended January 31, 2006 were $194,087 as compared to $217,215 for the comparable 2005 period, a decrease of $23,128 or 1%. The decrease was primarily due to an decrease in officer compensation and professional fees. GAIN (LOSS) FROM OPERATIONS. Prevention Insurance.com recognized a loss for the nine month period ended January 31, 2006 in the amount of $95,688 or $0.01 per share, as compared with a loss of $90,087 or $0.01 per share for the corresponding period ended January 31, 2005. FACILITIES AND LEASES Prevention Insurance.com leases office space under a non-cancelable operating lease in Las Vegas, Nevada. The lease requires minimum monthly payments of approximately $500 per month. The lease expires April 30, 2006 with minimum rent payable for the year of $4,500. DIVIDENDS Prevention Insurance.com does not intend to pay dividends in the foreseeable future. LIQUIDITY AND CAPITAL RESOURCES We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. Our stockholder has agreed that they will advance any additional funds which we need for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances will be made without expectation of repayment unless the owners of the business which we acquire or merge with agree to repay all or a portion of such advances. There is no minimum or maximum amount such stockholder will advance to us. We will not borrow any funds for the purpose of repaying advances made by such stockholder, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates. 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 placement has increased from 2 - 3 per month to 4-8 per month. Revenue is projected next year at $175,000 or more in sales. We anticipate opening an additional sales office to boost sales further. We have recently started marketing a new ATM insurance policy that insures the machine as well as the cash inside for a nominal premium. With hundreds of thousands of ATM machines out in the market this should prove to be a lucrative and profitable niche for us. We have sold our first policies and intend to expend the effort this year. ITEM 3. CONTROLS AND PROCEDURES. A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our President and Chief Executive Officer, after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15. B. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING In connection with the evaluation of our internal controls during the Company's last fiscal quarter, our President and Chief Executive Officer have determined that there are no changes to Prevention Insuarnce.com' internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company's internal controls over financial reporting. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. There are no legal proceedings against us and we are unaware of such proceedings contemplated against us. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.NONE. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.NONE. ITEM 5. OTHER INFORMATION NONE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS PURSUANT TO REGULATION S-K: Exhibit 31.1Section 302 Certification by President and Chief Executive Officer Exhibit 32.1Section 906 Certification by President and Chief Executive Officer B. REPORTS ON FORM 8-K: None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. 		PREVENTION INSURANCE.COM December 18, 2006 By: /s/ Scott Goldsmith 				---------------------------- Scott Goldsmith, President, Chief Executive 			 Officer, and Director