10QSB/A 1 form10qsba.txt FORM 10QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-QSB (Mark One) [ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ___________ to __________ Commission file number ______________________________ 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 - -------------------------------------------------------------------------------- (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 [ ] PART 1 - FINANCIAL STATEMENT AND MANAGEMENT DISCUSSION OF OPERATIONS MANAGEMENT DISCUSSION OF OPERATIONS A. PLAN OF OPERATION FOR COMING YEARS: Prevention Insurance's primary focus in the coming year will be to enroll as many member insurance agencies as possible. Our goal is minimum 192 agencies enrolled by the end of our fiscal year which is April 30, 2002. We project this by projecting three salesmen adding on two agencies per week each. Each member will contribute an average of $375.00 per month in membership dues. If we succeed in enrolling 192 agencies, we will realize $72,000 per month, or $864,000 in annual membership fees. Estimated Cash Requirements Per Month Are As Follows: Sales Cost $172,800 - Advertising: $48,000 - Administration: $101,400 Prevention Insurance's cash needs will be covered by membership dues, 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, to have 1 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 3,100 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 of 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 12 months. We spend only 33% 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 sales of only 2 agencies signed per week. 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 company, depending on their size and contribution to the company. B. DISCUSSION OF FINANCIAL CONDITION & RESULTS OF OPERATIONS: Our condition is at present under-capitalized as we have elected not to accept additional new contracts or revenue from member agencies until we are certain we would be able to list the company and stock will be publicly traded. We have a current backlog of membership contracts and have basically been able to pay off all of our payables as agreed with only $4,961 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 from existing shareholders. We intend to raise a mezzanine round of capital to fund the company of between $500,000 to $5 million through an offering under Reg. D after we've brought on board 100 or so insurance agencies. We will also be seeking our venture capital and strategic partners as possible sources of financing. (cont'd Discussion of Financial Condition & Results of Operations) b-1 Financial conditions have remained essentially the same as last quarter except for a small capital infusion of $5,000. Overhead has primarily been paid for by our Quick Pay Division that sells ATM machines. We don't anticipate any known trends to have an adverse affect on us. We are, however, waiting to see the impact of September 11th has on the economy, stock market and willingness of business in general to continue purchasing items such as ATM machines and making the additional financial commitments necessary to join our Prevention membership. b-2 There is not any known internal or external changes foreseen in sources of liquidity b-3 There are no anticipated changes for capital expenditures. There are no significant elements of income or loss that we see from ongoing operations. There are no material changes from period to period in the financial statement. There are no seasonal impacts on our business plans or operations. There are essentially no material financial changes from the end of last year until the end of the first quarter. LUDLOW & HARRISON A CPA CORPORATION Independent Accountant's Report ------------------------------- We have reviewed the accompanying balance sheet of Prevention Insurance.Com as of July 31, 2001 and the related statements of income, changes in stockholders' equity, and cash flows for the quarter 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 7/31/2001 7/31/2000 --------- --------- ASSETS Current Assets Cash $ 1,874 $ 1,869 Accounts Receivable 5,427 ----------- ----------- Total Current Assets 7,301 1,869 ----------- ----------- Other Assets Due from Quick Pay 1,750 Due from Officer 2,368 2,702 ----------- ----------- Total Other Assets 4,118 2,702 ----------- ----------- Total Assets $ 11,419 $ 4,571 =========== =========== LIABILITIES & EQUITY Current Liabilities Accounts Payable $ 10,458 $ 2,922 ----------- ----------- Equity Common Stock 54,156 44,811 Treasury Stock (52,954) (52,954) Additional Paid in Capital 3,364,283 3,361,616 Accumulated Deficit (3,364,524) (3,351,824) ----------- ----------- Total Equity 961 1,649 ----------- ----------- Total Liabilities & Equity $ 11,419 $ 4,571 =========== =========== See accountants' review report. Prevention Insurance.COM Income Statement 3 months 3 months 7/31/2001 7/31/2000 --------- --------- Income $ 0 $ 0 ------- ------- Expenses Legal 375 276 Professional 279 954 Bank charges 27 Credit card expenses Outside services Licenses 847 Advertising 1,250 Accounting 724 Auto Postage Office 608 Repairs Telephone Commissions 274 ------- ------- Total Expenses 955 4,659 ------- ------- Net Loss $(955) $(4,659) ======= ======= Earnings per share $(0.0002) $(0.0010) 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 =============================================================================== 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 ===============================================================================

See accountants' review report. Prevention Insurance.COM Statement of Cash Flows 3 months 3 months 7/31/2001 7/31/2000 --------- --------- Cash flows from Operations Net loss $(955) $(4,659) Adjustments (Increase) in receivables (2,163) (2,702) (Decrease) in payables (4,000) (7,536) -------- -------- Cash used by operations (7,118) (14,897) Cash flows from investing Cash flows from financing Cash from sale of stock 0 -------- -------- Net change in cash (7,118) (14,897) Cash beginning of period 80 16,766 -------- -------- Cash ending of period $(7,038) $ 1,869 ======= ======= See accountants' review report. Prevention Insurance.COM Notes to Financial Statements July 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 $ 3,364,524 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 $ 4,118. 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 July 31, 2001. The number of shares outstanding of common stock is 5,415,600. No dividends have been declared, hence no dividends per share to report. Prevention Insurance.COM Notes to Financial Statements (continued) July 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 ended 7/31/01 Significant Investee Sales $ 0 $ 0 Net loss (955) (430)