UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2007
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[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from:
Commission file number: 000-32389
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PREVENTION INSURANCE.COM
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(Exact name of small business issuer as specified in its charter)
NEVADA 88-0126444
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2770 So. Maryland Pkwy., Las Vegas, NV 89109
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(Address of principal executive offices)
(702) 732-2758
---------------------------
(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. [X] YES [ ] NO
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
YES [ ] NO [X]
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 court. [ ] YES [ ]NO
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding at December 7, 2007
- ----------------------------- -------------------------------
Common stock, $0.01 par value 25,644,362
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PREVENTION INSURANCE.COM
TABLE OF CONTENTS
...............................................................Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.............................................1
Condensed Balance Sheet - October 31, 2007 (unaudited)...........1
Condensed Statements of Operations - Six months ended
October 31, 2007 and 2006 (unaudited)...........................2
Condensed Statements of Cash Flows - Six months ended
October 31, 2007 and 2006 (unaudited)...........................3
Notes to Condensed Financial Statements (unaudited)..............4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................5
ITEM 3. CONTROLS AND PROCEDURES..........................................9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...............................................11
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............11
ITEM 5. OTHER INFORMATION...............................................11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................11
SIGNATURE................................................................12
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PREVENTION INSURANCE.COM
CONDENSED BALANCE SHEET
October 31,
2007
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ -
Accounts receivable 1,840
-----------
Total current assets 1,840
-----------
Total assets $ 1,840
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 29,644
Bank overdraft 1,580
-----------
Total current liabilities 31,224
-----------
Total liabilities 31,224
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Stockholders' deficit:
Stock payable 7,500
Preferred stock, par value $0.01; 10,000,000
shares authorized; 1,000,000 shares issued
and outstanding 10,000
Common stock, par value $0.01; 100,000,000
shares authorized; 24,979,362 shares issued
and outstanding 249,795
Treasury stock, 24,142 shares, at cost (52,954)
Additional paid-in capital 3,726,581
Accumulated deficit (3,970,306)
-----------
Total stockholders' deficit (29,384)
-----------
Total liabilities and stockholders' deficit $ 1,840
===========
The accompanying notes are an integral part of these condensed financial statements.
1
PREVENTION INSURANCE.COM
CONDENSED STATEMENTS OF OPERATIONS
(AMOUNTS IN DOLLARS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- ----------------------------
OCTOBER 31, OCTOBER 31,
-------------------------- ----------------------------
2007 2006 2007 2006
----------- ------------ ------------ ------------
Commissions $ 38,096 $ 39,477 $ 80,264 $ 60,796
----------- ------------ ------------ ------------
Total revenue 38,096 39,477 80,264 60,796
----------- ------------ ------------ ------------
Operating expenses
General and administrative 90,580 59,470 133,320 46,131
Officers compensation 22,463 - 45,876 63,183
----------- ------------ ------------ ------------
Total operating expenses 113,043 59,470 179,196 109,314
----------- ------------ ------------ ------------
Loss from operations (74,947) (19,993) (98,932) (48,518)
Other income (expense)
Other income 27,000 - 27,000 -
Interest expense (655) - (3,354) -
----------- ------------ ------------ ------------
Total other income (expense) 26,345 - 23,646 -
----------- ------------ ------------ ------------
Net loss $ (48,602) $ (19,993) $ (75,286) $ (48,518)
=========== =========== ============ ============
Earnings per common share:
Basic $ (0.00) $ (0.01) $ (0.00) $ (0.01)
Weighted average common shares
outstanding:
Basic 23,132,188 19,644,362 22,482,840 19,474,362
The accompanying notes are an integral part of these condensed financial statements.
2
PREVENTION INSURANCE.COM
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
OCTOBER 31,
------------------------
2007 2006
-------- --------
Cash flows from operating activities:
Net loss $(75,286) $(48,518)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Stock issued for services 40,000 -
-------- --------
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable 3,388 -
Increase/(decrease) in accounts payable (3,367) 1,620
Bank overdraft 1,580 (2,432)
-------- --------
Net cash used in operating activities (33,685) (49,330)
-------- --------
Cash flows from investing activities: - -
Cash flows from financing activities:
Proceeds from issuance of common stock 31,500 14,500
Advance from officer/shareholder - 36,200
Increase in stock payable 7,500 -
(Decrease) in acquisition liability (22,000) -
-------- --------
Net cash provided by financing activities 17,000 50,700
-------- --------
Net change in cash (16,685) 1,370
Cash, beginning of period 16,685 -
-------- --------
Cash, end of period $ - $ 1,370
======== ========
Supplemental cash flow disclosures:
Interest paid $ 655 $ -
Income taxes paid $ - $ -
======== ========
The accompanying notes are an integral part of these condensed financial statements.
3
PREVENTION INSURANCE.COM
FORM 10-QSB
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles and pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC") and
reflect all adjustments, consisting of normal recurring adjustments, which
management believes are necessary to fairly present the financial position,
results of operations and cash flows of Prevention Insurance.com (the
"Company") for the respective periods presented. The results of operations for
an interim period are not necessarily indicative of the results that may be
expected for any other interim period or the year as a whole. The accompanying
unaudited condensed financial statements should be read in conjunction with the
audited financial statements and notes thereto in the Company's Annual Report
on Form 10-KSB/A for the fiscal year ended April 30, 2007 as filed with the SEC
on September 13, 2007.
Nature of Business
Prevention Insurance.Com (the "Company") was incorporated under the laws of the
State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the
Company sold its remaining inventory and changed its name to Prevention
Insurance.Com. Over the last two years, the Company has focused on a second
line of business; the development of its ATM machine sale operations.
Management does not feel the Company has re-entered the development stage
because we continue to receive revenue from our ATM machine sale operations.
The Company is continually attempting to organize select independent insurance
agencies to create a nationwide cooperative group of health, life and casualty
insurance companies with the ability to negotiate fees with national insurance
companies. Additionally, this co-op would benefit from national negotiations of
advertising and product development. The Company would receive fees from this
group of agencies for its coordination of activities. The Company is continuing
with its planned expansion of its ATM machine sales division and generating
commissions as a dealer representative to build that business further.
Reclassifications
Certain amounts in the October 31, 2006 financial statements have been
reclassified to conform to the October 31, 2007 presentation. These
reclassifications had no effect on the previously reported net loss. The
reclassifications were attributable to combining cost of goods sold amounts
with the respective revenue to show the corrected amount of revenue.
Previously these items were reported as two separate line items, when in
actuality the cost was a refund due to the payor.
New Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes,"
an interpretation of FASB Statement No. 109, "Accounting for Income Taxes." FIN
48 prescribes a minimum recognition threshold and measurement attribute for the
financial statement recognition of a tax position taken or expected to be taken
in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition for tax related positions. FIN 48 becomes effective
for the Company on January 1, 2007. The Company is currently in the process of
determining the effect, if any, the adoption of FIN 48 will have on the
financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported revenues
and expenses during the reporting periods. Because of the use of estimates
inherent in the financial reporting process, actual results may differ
significantly from those estimates.
Cash and cash Equivalents
The Company maintains cash balances in a non-interest bearing account that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with a maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of October 31, 2007 and 2006.
Fair Value of Financial Instruments
The fair value of cash and cash equivalents and accounts payables approximates
the carrying amount of these financial instruments due to their short maturity.
Net Loss Per Share Calculation
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." Basic net
loss per common share ("EPS") is computed by dividing income available to
commons stockholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share is computed by
dividing net income by the weighted average shares outstanding, assuming all
dilutive potential common shares were issued. Common stock equivalent shares
are excluded fro the computation if their effect is anti-dilutive. For all
periods presented, the Company has sustained losses, which would make use of
equivalent shares anti-dilutive and, as such, the calculation has not been
included.
Revenue Recognition
Commission income from the sale of ATM machines is recognized at the time of
sale.
2. GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a "going
concern", which contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. Currently, the Company's only
source of revenue is via commissions from the sale of ATM machines and its
ability to remain a going concern is subject to its ability to raise capital
either from equity or debt and/or its successful operations as a long term
solution to its lack of resources. To date, management has demonstrated the
ability to raise sufficient capital to continue its limited operations. As
shown in the accompanying financial statements, the Company has incurred a net
loss of $75,286 and $48,518 for the six months ended October 31, 2007 and 2006,
a working capital deficit of $29,384 as of October 31, 2007. The Company is
continuing in its plans to further expand its ATM machine sales division and
anticipates the ability to continue to grow this line of business.
3. STOCKHOLDERS' EQUITY
On June 19, 2007, the Company sold a total of 250,000 shares of common stock to
one individual for cash. These shares were valued at $5,000 (an average of
approximately $.02 per share).
On August 20, 2007, the Company sold a total of 545,000 shares of common stock
to one individual for cash. These shares were valued at $8,000 (an average of
approximately $.01 per share).
On September 25, 2007, the Company sold 1,465,000 shares of common stock to
several individuals for cash. These shares were valued at $15,500 (an average
of approximately $.01 per share).
On October 15, 2007, the Company sold 200,000 shares of common stock to one
individual for cash. These shares were valued at $2,000 (an average of
approximately $.01 per share).
On October 15, 2007, the Company issued 700,000 shares for consulting services
performed in prior periods. These shares were valued at $40,000 (an average of
approximately $0.06 per shares).
On October 25, 2007, the Company sold 100,000 shares of common stock to one
individual for cash. These shares were valued at $1,000 (an average of
approximately $.01 per share).
4. RELATED PARTY TRANSACTIONS
Officer Compensation for the six months ended October 31, 2007 and 2006,
totaled $45,876 and $63,183, respectively.
5. ACQUISITION LIABILTIY
The Company received $22,000 as of April 30, 2007 and $5,000 as of July 31,
2007 as a deposit related to a potential merger which was recorded as an
acquisition liability as of July 31, 2007 because the final terms and requisite
due diligence had not yet been completed. Per the Letter of Intent between the
Company and Yin Sen Enterprise Co. Ltd., should the merger not go through due
to cancelation by Yin Sen Enterprise, the funds are treatable as a non-
refundable deposit. As of October 31, 2007, the merger talks ceased due to non
performance by the merger candidate and per the agreement terms, the funds were
treated as a non-refundable deposit and reclassified to other income.
6. SUBSEQUENT EVENTS
On December 3, 20007, the Company issued 500,000 shares for $5,000.
4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS
We begin Management's Discussion and Analysis of Financial Condition and
Results of Operations with an overview of our description of business,
historical operations, plan of operations, and existing ventures. This
overview is followed by a detailed analysis of our results of operations and
our financial condition as of, and for, the six months ended October 31, 2007.
Certain matters in this Quarterly Report on Form 10-QSB for the six months
ended October 31, 2007 and our other filings with the SEC, including, without
limitation, certain matters discussed in this Management's Discussion and
Analysis of Financial Condition and Results of Operations, constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and are subject to the safe harbor created thereby. Those statements
reflect the intent, belief or current expectations of the Company, its
directors or its officers with respect to, among other things, future events
and financial trends affecting the Company.
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 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, the Company
changed its name to Vita Industries, Inc. and again, in 1999, changed it to
Prevention Insurance.com.
5
HISTORICAL OPERATIONS
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. 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 our 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 manufactured some of our own products. However, after a
period of approximately eight years, we stopped the manufacturing activity
because it did not prove to be profitable. In 1991 we were licensed in Nevada
as an agent for health and life insurance. To date, 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 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. These are
formulations that emphasize health maintenance by providing multiple vitamins
and a wide range of additional nutritional supplements for daily consumption,
which we believe provide optimal nutrition necessary for good health. We had
planned to commence negotiations for joint venture arrangements with insurance
companies using these two formulations to offer low-cost, preventive
nutritional products combined with reduced premium rates for specialty
insurance policies; however, to date we have not entered into any such joint
ventures.
In 2005, the Company added a second line of business and has been focused on
the development of its ATM machine sale operations. The Company has focused
its efforts on the second line of business for over the past two years.
Management does not feel the Company has re-entered the development stage
because it has continued to receive revenue from its ATM machine sale
operations.
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 the Nutra-Prevention and Nutra-Protection formulas. While the
insurance license has been retained, the Company's main focus has been the ATM
machine sales line of business. Should an opportunity arise where the Company
is able to capitalize on its experience in insurance, we will benefit. At this
stage the focus of the company is solely on the further expansion of the line
of business devoted to ATM machine sales.
6
PLAN OF OPERATION
Along with our insurance and ATM sales 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 acquire 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 whose primary purpose is to become public for
which we can use securities for the acquisition of assets or businesses; (2) a
company that 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
wishing 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 wishing to gain 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 with or what the industry, operating
history, revenues, future prospects or other characteristics of that company
will be. We received a non-refundable deposit of $22,000 and $5,000 as of April
30 and July 31, 2007, respectively; related to a potential merger and recorded
this as an acquisition liability on our balance sheet as of July 31, 2007.
As of October 31, 2007, the Company terminated its discussions to merge with a
pulp and paper manufacturer in Shanghai, China. After numerous extensions and
the merger candidate's failure to provide audited financial statements, it was
determined it was unlikely that a merger could be consummated. A letter
informing the company's council that negotiations were terminated was sent out
on October 31, 2007. Additionally, a press release regarding the decision not
to renew the extension was issued on October 31, 2007. Since the merger was
not consummated, the non-refundable deposit of $27,000 was reclassified as
other income. We are now in discussions with several other potential
merger candidates.
We may seek a business opportunity with entities which have recently commenced
operations, or wishing to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop
a new product or service, or for other corporate purposes. We may acquire
assets and establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
Our management, which in all likelihood will not be experienced in matters
relating to the business of a target business, will rely upon its own efforts
in accomplishing our business purposes.
The analysis of new business opportunities will be undertaken by, or under the
supervision of our officer and director, who is not a professional business
analyst. In analyzing prospective business opportunities, management may
consider such matters as:
* the available technical, financial and managerial resources;
* working capital and other financial requirements; history of operations, if
any;
* prospects for the future;
* nature of present and expected competition;
* the quality and experience of management services which may be available and
the depth of that management;
* the potential for further research, development, or exploration;
* specific risk factors not now foreseeable but which then may be anticipated
to impact our proposed activities;
* the potential for growth or expansion;
* the potential for profit;
* the perceived public recognition or acceptance of products, services, or
trades; name identification and;
* other relevant factors.
Management does not have the capacity to conduct as extensive an investigation
of a target business as might be undertaken by a venture capital fund or
similar institution. As a result, management may elect to merge with a target
business which has one or more undiscovered shortcomings and may, if given the
choice to select among target businesses, fail to enter into an agreement with
the most investment-worthy target business.
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.
7
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 stockholders 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.
Depending upon, among other things, the target business's assets and
liabilities, our stockholders 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
stockholders at such time.
No assurances can be given that we will be able to finalize any 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.
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.
EXISTING VENTURES
We have become aware that in many instances individual agents, or sometimes
entire agencies, desire to sell their existing books of business. These desires
may arise because an agent wishes to diversify his assets to increase his
return on equity, or wishes to retire or enter some other business, or no
longer wishes to be required to devote time to administrative duties, or the
insurance company for which the agent sells (perhaps as a captive agent)
changes the arrangements under which the agents operate, or for other reasons.
In any of these events, it is often possible for a third person to purchase the
agent's book of business, provided that the purchase can provide a satisfactory
arrangement for the continuing administration of the book.
The acquisition and administration of books of existing business from insurance
agents would provide us with a source of revenue that would be reasonably
predictable (based on such factors as the kinds of policies, the length of time
they have been in effect, the persistency of the business and the collection
experience), if we would make arrangements for effective continuing
administration. We think this could be done at reasonable cost, either by
making arrangements for the administration with another existing agency that is
administering similar business, or directly by employing personnel already
experienced in those administrative activities. If we were to engage directly
in these activities, we could be required to obtain licenses in states other
than Nevada and hire employees who are licensed in Nevada and other states.
We are continually attempting to acquire agencies by using our stock as the
main currency to affect a purchase. At the present time we do not have adequate
resources to purchase for cash any books of insurance business that might be
available. We intend to use exemptions from the registration provisions of the
Securities Act of 1933, as amended, including those provided in Regulation D
adopted there under, to raise cash to be used in such acquisitions and to offer
shares of our common stock, or other securities, in exchange for such books of
business. In this connection, we expect that in the case of any acquisitions of
existing books, the purchase price, either in cash, securities or a combination
thereof, will be negotiated based upon the mix of policies constituting the
books and the history of their administration, among other things.
If we are successful in purchasing agencies and their books, in some instances
we may be able to make arrangements with another existing agency to administer
one or more books for a percentage of the renewal commissions earned in respect
of the policies constituting the books. In any such event, we would have
obtained an income source without the need to incur corresponding operational
costs or overhead expenses.
If we are successful in acquiring a sufficient number of agencies and their
books of business, we could be in a position to negotiate with the insurance
companies that are the issuers of the policies to increase the amounts of
renewal commissions on the policies. The success of any such negotiations will
depend in part upon the identity of the insurance company that is the policy
issuer, the kinds of policies and the amount of business in the books.
We also intend to offer additional insurance products to the owners of policies
constituting the books that are acquired and to prospective new clients. We
would offer those products by traditional means directly as agent, or through
agencies administering books for us, and also by telephone using an 800 number,
and through an Internet web page that is established. Finally, we expect that
through the acquisition of books of existing business we will be able to make
contacts with potential purchasers of specialty insurance products that we
could market in combination with our nutritional products, Nutra-Prevention and
Nutra-Protection. To date, the Company has not been successful in its efforts
to find an acquisition candidate or develop its insurance line of business.
The Company is continuing with its planned expansion of its ATM machine sales
division and generating commissions as a dealer representative to build that
business further.
Our activities have been devoted to the planning and expansion of our ATM
machine sale operations. Management does not feel we have re-entered the
development stage as the Company continues to receive revenue from its ATM
machine sale operations.
The ATM Division continues to expand and the new sales program is increasing
sales and improving cash flow. Sales for the six month period ended October 31,
2007 are up 33% in comparison to sales over the same period in 2006. We are
currently planning to open a Canadian sales division in the Spring of 2008.
Presently our only employees are the President, who is full-time and is also
serving as the Secretary-Treasurer, and one additional employee, all of whom
serve as contract labor.
RESULTS OF OPERATIONS
The summary of financial results for the six months ended October 31, 2007
compared to the six months ended October 31, 2006 is as follows:
Revenues. Revenues increased by $19,468 or 32%, for the six months ended
October 31, 2007, as compared to the corresponding period in the prior year.
The increase was attributable to more ATM sales resulting from the new
marketing program and strategy that the Company implemented in fiscal year
2007.
General and Administrative Expenses. General and administrative expenses
increased by $87,189, or 189%, for the six months ended October 31, 2007, as
compared to the corresponding period in the prior year. The increase was
primarily related to current period increases in professional services, finance
charges, and other normal reccurring operating expenses.
FINANCIAL CONDITION
As of October 31, 2007, we had $1,580 in bank overdrafts and a negative net
working capital of $29,384. Our negative net working capital is primarily
attributable to current period increases in accounts payable.
There is substantial doubt about the ability of Prevention Insurance.com to
continue as a going concern as disclosed in the notes of the Company's Annual
Report on Form 10-KSB/A for the fiscal year ended April 30, 2007 as filed with
the SEC on September 13, 2007. These conditions continued through the second
quarter of 2008 resulting in operating losses and liquidity shortages.
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 stockholders have
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 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. If a merger is not
consummated in early 2008, we will consider raising additional capital in the
market.
8
CASH FLOW SUMMARY
SIX MONTHS ENDED
OCTOBER 31, INCREASE (DECREASE)
------------------------ ------------------
2007 2006 AMOUNT
---------- ---------- ------------------
Cash flows from:
Operating activities $ (33,685) $ (49,330) $ 15,645
Investing activities - - -
Financing activities 17,000 50,700 (33,700)
During the six month period ended October 31, 2007, cash flows used in
operating activities totaled $33,685, as compared to $49,330 used in operating
activities for the corresponding period in the prior year. The improvement in
net cash flows from operations for the six month period is primarily related
to:
- - The collection of cash proceeds from accounts receivable offset by an
increase in prepaid expenses.
- - The increase related to stock issued for services.
During the six month period ended October 31, 2007, cash flows provided by
financing activities totaled $17,000, as compared to $33,700 provided by
financing activities for the corresponding period in the prior year. This
change is primarily the result of:
- - The $22,000 reclassification of a financing activity to other income.
CONTRACTUAL COMMITMENTS
There were no material changes during the six month period ended October 31,
2007, to the contractual obligations and commitments disclosed in the Company's
Annual Report on Form 10-KSB/A for the fiscal year ended April 30, 2007 as
filed with the SEC on September 13, 2007.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
Commission income from the sale of ATM machines is recognized at the time of
sale.
Net Loss Per Share Calculation
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share." Basic net
loss per common share ("EPS") is computed by dividing income available to
commons stockholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share is computed by
dividing net income by the weighted average shares outstanding, assuming all
dilutive potential common shares were issued. Common stock equivalent shares
are excluded for the computation if their effect is anti-dilutive. For all
periods presented, the Company has sustained losses, which would make use of
equivalent shares anti-dilutive and, as such, the calculation has not been
included.
Stock Based Compensation
In December 2004, SFAS No. 123 (revised 2004), "Share-Based Payment"("SFAS
123(R)") was issued. The Company applies SFAS 123R in accounting for stock
options issued to employees. For stock options and warrants issued to non-
employees, the Company applies SFAS No. 123R, Accounting for Stock-Based
Compensation, which requires the recognition of compensation cost based upon
the fair value of stock options at the grant date using the Black-Scholes
option pricing model.
There were no options issued as stock based compensation to any officers,
directors, or non-employees for the six month period ended October 31, 2007 or
October 31, 2006, respectively.
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 January 31, 2008 with minimum
rent payable for the year of $6,600.
DIVIDENDS
Prevention Insurance.com does not intend to pay dividends in the foreseeable
future.
ITEM 3. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15(c) promulgated under the Exchange Act, our
management, with the participation of our Chief Executive Officer/Principal
Financial Officer, evaluated the effectiveness of our internal control over
financial reporting as of October 31, 2007. Based on this evaluation our Chief
Executive Officer/Principal Financial Officer concluded that, as of October 31,
2007, our disclosure controls and procedures were not effective due to the
existing weaknesses in our internal control over financial reporting previously
identified and discussed in the 2007 10-KSB/A and below under "Internal Control
Over Financial Reporting -Weakness in Internal Control Over Financial Reporting
Previously Reported."
In view of the fact that the financial information presented in this quarterly
report on Form 10-QSB for the fiscal quarter ended October 31, 2007, was
prepared in the absence of effective internal control over financial reporting,
we have devoted a significant amount of time and resources to the analysis of
the financial statements contained in this report. In particular, we have
reviewed the significant account balances and transactions reflected in the
financial statements contained in this report and otherwise analyzed the
transactions underlying our financial statements to verify the accuracy of the
financial statements. Accordingly, management believes that the financial
statements included in this report fairly present, in all material respects,
our financial condition, results of operations, and cash flows.
Nevertheless, there can be no assurance that either this review process or our
existing disclosure controls and procedures will prevent or detect all errors
and all fraud, if any, or result in accurate and reliable disclosure. A control
system can provide only reasonable and not absolute assurance that the
objectives of the control system are met. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been
detected. Additionally, judgments in decision-making can be faulty and
breakdowns in controls can occur because of simple errors or mistakes that are
not detected on a timely basis.
9
INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting that includes effective accounting
policies and procedures. Our continuing progress in establishing internal
control over financial reporting is described below.
Certain Changes in Internal Control Over Financial Reporting during the Fiscal
Quarter Ended October 31, 2007
During the quarter ended October 31, 2007, there were no other changes to our
internal control over financial reporting that management believes have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Weaknesses in Internal Control Over Financial Reporting Previously Reported
Ineffective Controls Related to the Financial Closing Process
The Company's design and operation of controls with respect to the process of
preparing and reviewing the annual and interim financial statements are
ineffective. Deficiencies identified include inadequate segregation of duties,
lack of controls over procedures used to enter transactions into the general
ledger, and lack of appropriate review of the reconciliations and supporting
workpapers used in the financial close and reporting process. While these
deficiencies did not result in a material misstatement of the financial
statements, due to the potential pervasive effect on the financial statement
account balances and disclosures and the importance of the annual and interim
financial closing and reporting process, in the aggregate, management has
concluded that there is more than a remote likelihood that a material
misstatement in our annual or interim financial statements could occur and
would not be prevented or detected. Management intends on discussing this
issue with its outside consultants to develop controls which are better
applicable to its industry and size.
10
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.
The Company made the following sales of unregistered (restricted) securities of
its common stock during the six months ending October 31, 2007 (Unaudited):
On June 19, 2007, the Company sold a total of 250,000 shares of common stock to
one individual for cash. These shares were valued at $5,000 (an average of
approximately $.02 per share).
On August 20, 2007, the Company sold a total of 545,000 shares of common stock
to one individual for cash. These shares were valued at $8,000 (an average of
approximately $.01 per share).
On September 25, 2007, the Company sold 1,465,000 shares of common stock to
several individuals for cash. These shares were valued at $15,500 (an average
of approximately $.01 per share).
On October 15, 2007, the Company sold 200,000 shares of common stock to one
individual for cash. These shares were valued at $2,000 (an average of
approximately $.01 per share).
On October 15, 2007, the Company issued 700,000 shares for consulting services
performed in prior periods. These shares were valued at $40,000 (an average of
approximately $0.06 per share).
On October 25, 2007, the Company sold 100,000 shares of common stock to one
individual for cash. These shares were valued at $1,000 (an average of
approximately $.01 per share).
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 31.1 Section 302 Certification by
President and Chief Executive Officer
Exhibit 32.1 Section 906 Certification by
President and Chief Executive Officer
B. REPORTS ON FORM 8-K:
Exhibit 31.2 Filed on June 15, 2007,
Item 4.01 Changes in Registrants Certifying Accountants
Exhibit 32.2 Filed on July 25, 2007,
Item 4.01 Changes in Registrants Certifying Accountants
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
PREVENTION INSURANCE.COM Date: December 12, 2007
(Registrant)
By: /s/ Scott Goldsmith
-------------------
Scott Goldsmith
Chief Executive Officer, Principle Financial Officer
12