10QSB/A 1 form10qsba.txt FORM 10QSB/A UNITED STATES OMB SECURITIES AND EXCHANGE COMMISSION APPROVAL WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: October 31, 2001 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM to ------------------ Commission file number: 000-32389 ------------------ PREVENTION INSURANCE.COM -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA -------------------------------------------------------------------------------- (State of other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 2770 So. Maryland PKWY. #403A, 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 confirmed by a court. Yes [ ] No [ ] ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS GENERAL: CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS. MANAGEMENT DISCUSSION OF OPERATIONS: Prevention Insurance's primary focus in the coming year will be to merger with or acquire or enroll as many insurance agencies as possible. Our goal is to merge or enroll a minimum 24 agencies by the end of our fiscal year which is April 30, 2002. We arrive at this by projecting three salesmen adding on two agencies each per month. Each agency will contribute an average of $1550. per month in service fees per month. If we succeed in merging in the 24 agencies, we will realize $37,200 per month in service fees, or $446,400 in annual membership fees. Estimated Cash Requirements Per Month Are As Follows: Sales Cost: 18% or $80,280 - Advertising: 5% or $22,300 - Administration: 15% or $66,960. Prevention Insurance's cash needs will be covered by the service fees, however we still intend to raise working capital of $500,000 to $2.5 million for purposes of having sufficient working capital on hand to cover any expansion plans, our plan is to have one year's total operating expenses on hand and for any acquisitions that may require cash as well as stock. Research and Development cost for new products should be under $10,000 as we primarily will be searching for new products from among the over 3100 registered underwriters in the U.S., basically keeping in touch with the major underwriters as to what they may be introducing, going to National Association and Underwriters convention and utilizing the internet will be our primary R & D efforts. The cost in this category should remain modest unless we start developing products from scratch ourselves which is not in our plan for the next twelve months. We intend to spend only 40% out of every dollar of revenue for sales cost and administrative expenses. We feel our sales projections are conservative, utilizing only three sales representatives, and making modest acquisitions of only two agencies signed per month out of the potential prospect base of 300,000 independent agencies in the U.S. We feel we offer a significant value to the independent agent in the services we provide and we make available to them the opportunity to participate in growth and equity of the Prevention Insurance program, depending on their size and contribution to the company. DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Our condition is at present undercapitalized as we have elected not to finalize mergers or membership contracts or receive fees for services from member agencies until we are certain we are listed on NASDAQ BB and the company and stock is publicly traded. We have a current backlog of membership contracts and several agencies that we feel we are in a position to acquire. We have basically been able to pay off all of our payables as agreed with only $10,458 in current accounts payable. Revenue to date has been provided by our equipment sales division, Quick Pay Co., that is selling ATM machines to retail outlets around the U.S. We have also received a small amount of seed capital ($37,000) from existing shareholders through stock sales. We intend to raise a mezzanine round of capital to fund the company of between $500,000 to $2.5 million through an offering under Reg. D after we have brought on board 100 or so insurance agencies. We will also be seeking out venture capital or strategic partners as possible sources of financing. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES (a) Not applicable. (b) Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Not applicable (b) Not applicable SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PREVENTION INSURANCE.COM /s/ Scott Goldsmith Date: December 7, 2001 ----------------------------- Name: Scott Goldsmith Title: President LUDLOW & HARRISON A CPA CORPORATION Independent Accountant's Report ------------------------------- We have reviewed the accompanying balance sheet of Prevention Insurance.Com as of October 31, 2001 and the related statements of income, changes in stockholders' equity, and cash flows for the three month and six month periods then ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. Ludlow & Harrison A CPA Corporation San Diego California December 12, 2001 Prevention Insurance.COM Balance Sheet 10/31/2001 10/31/2000 ---------- ---------- ASSETS Current Assets Cash $ 1,555 $ 102 Accounts Receivable 5,427 ----------- ----------- Total Current Assets 6,982 102 ----------- ----------- Other Assets Due from Quick Pay 5,300 Due from Officer 9,084 2,702 ----------- ----------- Total Other Assets 14,384 2,702 ----------- ----------- Total Assets $ 21,366 $ 2,804 =========== =========== LIABILITIES & EQUITY Current Liabilities Accounts Payable $ 10,458 $ 5,809 ----------- ----------- Equity Common Stock 59,442 44,811 Treasury Stock (52,954) (52,954) Additional Paid in Capital 3,395,997 3,361,616 Accumulated Deficit (3,391,577) (3,356,478) ----------- ----------- Total Equity 10,908 (3,005) ----------- ----------- Total Liabilities & Equity $ 21,366 $ 2,804 =========== =========== See accountants' review report. Prevention Insurance.COM Income Statement 3 months year to date 3 months year to date ######### 10/31/2001 ######## 10/31/2000 -------------------------------------------------- Income $1,301 $1,301 -------------------------------------------------- Expenses Legal 375 271 542 Professional 1,550 1,829 954 1,908 Bank charges 201 228 15 30 Credit card expenses 11,341 11,341 Outside services 3,250 3,250 Licenses 5,639 5,639 847 1,694 Advertising 600 600 1,250 2,500 Accounting 1,975 1,975 724 1,448 Auto 2,083 2,083 Postage 375 375 593 1,186 Office 35 35 Repairs 309 309 Telephone 846 846 Commissions 150 424 -------------------------------------------------- Total Expenses 28,354 29,309 4,654 9,308 -------------------------------------------------- Net Loss $(27,053) $(28,008) $(4,654) $(9,308) ================================================== Earnings per share $(0.0046) $(0.0047) $(0.0010) $(0.0021) See accountants' review report. Prevention Insurance.COM Statement of Changes in Stockholders' Equity

Additional Retained Total Common Stock Treasury Paid-in Earnings Stockholders' # of Shares Par Value Stock Capital (Deficit) Equity ------------------------------------------------------------------------- Balance, April 30, 2000 4,481,151 $44,811 $(52,954) 3,361,616 $(3,347,165) $6,308 Shares issued 0 Net loss qtr ended 7/31/00 (4,659) (4,659) ------------------------------------------------------------------------- Balance, July 31, 2000 4,481,151 44,811 (52,954) 3,361,616 (3,351,824) 1,649 Shares issued 0 Net loss qtr ended 10/31/00 (4,654) (4,654) ------------------------------------------------------------------------- Balance, October 31, 2000 4,481,151 $44,811 $(52,954) 3,361,616 $(3,356,478) $(3,005) ========================================================================= Balance, April 30, 2001 4,762,151 $47,621 $(52,954) 3,361,906 $(3,363,569) $(6,996) Shares issued 653,500 6,535 2,377 8,912 Net loss qtr ended 7/31/01 (955) (955) ------------------------------------------------------------------------- Balance, July 31, 2001 5,415,651 54,156 (52,954) 3,364,283 (3,364,524) 961 Shares issued 528,571 5,286 31,714 37,000 Net loss qtr ended 10/31/01 (27,053) (27,053) ------------------------------------------------------------------------- Balance, October 31, 2001 5,944,171 $59,442 $(52,954) 3,395,997 $(3,391,577) $10,908 =========================================================================

See accountants' review report. Prevention Insurance.COM Statement of Cash Flows 3 months year to date 3 months year to date ######### 10/31/2001 ######## 10/31/2000 ------------------------------------------------- Cash flows from Operations Net loss $(27,053) $(28,008) $(4,654) $(9,313) Adjustments (Increase) in receivables (10,266) (12,429) (2,702) (Decrease) in payables (4,000) 2,887 (4,649) ------------------------------------------------- Cash used by operations (37,319) (44,437) (1,767) (16,664) Cash flows from investing Cash flows from financing Cash from sale of stock 37,000 45,912 ------------------------------------------------- Net change in cash (319) 1,475 (1,767) (16,664) Cash beginning of period 1,874 80 1,869 16,766 ------------------------------------------------- Cash ending of period $1,555 $1,555 $102 $102 ================================================= See accountants' review report. Prevention Insurance.COM Notes to Financial Statements October 31, 2001 Note 1 - Nature of Business The Company was incorporated in Nevada in 1975 under the name of Vita Plus Industries, Inc. The Company conducted business under this name until March 10, 1999, at which time it sold off its remaining inventory of nutritional products, together with its name. Subsequent to this, the Company changed its name to Prevention Insurance.Com and has entered into the area of consultation to the insurance industry. Note 2 - Summary of Significant Accounting Policies Basis of Accounting ------------------- The Company's financial statements are presented in accordance with generally accepted accounting principles. Revenue Recognition ------------------- The Company recognizes revenue as it is earned. Income Taxes ------------ The Company has had no income for the last several years, and has no tax expense or liability to accrue. The Company has a Net Operating Loss Carryforward in the amount of $ 3,391,577 available to offset future taxes. SEC Reg 228.310 - Footnote disclosures -------------------------------------- The Company has adjusted the financial statements so that they are not misleading and all adjustments that need to be made have been made. Note 3 - Related Party Transactions The Company has a receivable from its President in the amount of $ 14,384. It is anticipated that this will be repaid in full, hence no allowance for doubtful accounts has been charged. Note 4 - Capital Stock The Company has had no changes in outstanding stock for the quarter ending October 31, 2001. The number of shares outstanding of common stock is 9,115,600. No dividends have been declared, hence no dividends per share to report. Prevention Insurance.COM Notes to Financial Statements (continued) October 31, 2001 Note 5 - Significant Equity Investees Forty five percent (45%) of the equity of the Company is owned by a single investee. Related sales and loss from continuing operations associated with the investee follows: Quarter ending Year to date Investee Investee October 31, '01 10/31/01 Quarter Year to date Sales $ 1,301 $ 1,301 $ 585 $ 585 Net loss (27,053) (28,008) (12,174) (12,604)