<PAGE>

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                                               -------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                    ----------------------------------------

                                  FORM 10-KSB/A

(MARK ONE)
|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED April 29th, 2006

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

          For the transition period from May 1, 2005 to April 29, 2006
            Commission File Number _________________________________

                             PREVENTION INSURANCE.COM
                --------------------------------------------------
                  (Name of small business issuer in its charter)


                   NEVADA                                      88-0126444
               --------------                                --------------
(State or other jurisdiction of incorporation or            (I.R.S. Employer
                organization)                              Identification No.)

    2770 S. Maryland Pkwy. #416
             Las Vegas, NV                                      89109
             --------------                                  --------------
(Address of principal executive offices)                     (Zip Code)

Issuer's telephone number  (702) 732-2758

Securities registered under Section 12(b) of the Exchange Act:

        Title of each class         Name of each exchange on which registered

-------------------------------     -----------------------------------------

-------------------------------     -----------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                      Common Stock, Par Value $.01 per share
--------------------------------------------------------------------------------
                                 (Title of class)

<PAGE>

PART I

Item 1.  Description of Business

Prevention Insurance.com was incorporated in Nevada in 1975 under the name Vita
Plus, Inc. Later we changed our name to Vita Plus Industries Inc. and in 1999
again changed it to Prevention Insurance.com.

         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 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

<PAGE>

did retain our accounts receivable, our insurance agency license, our newly
developed Prevention Insurance website and the ownership rights in the
trademarks for Nutra-Prevention and Nutra-Protection formulas.

         Except for the collection of accounts receivable for sales made before
March 15, 1999, we have had no business activities until this fiscal year,
primarily due to ATM sales. Our activities have mainly been devoted to the
planning and development of new insurance business. Presently our only employee
is the President, who is a full-time employee, and the Secretary-Treasurer, two
additional independent sales personnel, both of whom serve part-time. We now
lease office facilities, approximately 1500 square feet, at 2770 S. Maryland
Parkway, Suite 416, Las Vegas, NV 89109.

Our telephone number is (702) 732-2758.

         New Business. 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 revenues 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 acquiring 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

<PAGE>

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 we intend to establish.
Finally, we expert 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.

Item 2. Description of Property.

At the present time we do not own any real property and have only an
insignificant amount of furniture and equipment. We lease our office space,
which we consider to be adequate for our present needs.

Item 3.  Legal Proceedings/

There are no pending legal proceedings to which are a party.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

         (a) Market Information. During the past year, we have been trading on
the NASDAQ BB. Any trading has been sporadic and there has been no meaningful
trading volume.

          There are no outstanding warrants or options to purchase our common
stock or any security convertible into shares of the class.

         (b) Holders of the Company's Securities. April 30, 2005, there were 476
holders of record of shares of the common stock. (c) Dividends. We have never
paid any cash dividends on common stock and do not contemplate the payment of
cash dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis of Operations.


                              MANAGEMENT DISCUSSION

                   FEBRUARY 1, 2006           APRIL 29th, 2006

Health Imaging was not able to provide proof of funding in time allotted. It was
decided to pursue other opportunities within the Imaging and Healthcare space.
We have decided to initiate a transaction on our own, in that regard we have
made an offer to purchase a national chain of 18 free standing MRI Centers. The
centers produce revenues in excess of 20 mi1lion US Dollars and approximately 3
million in EBITDA. We feel this acquisition would provide a platform with which
to build a larger multi-modality imaging business on. We have secured LOI that
gives us an exclusive right to purchase the chain within certain time period 90
days from delivering a term sheet that shows our ability to provide sufficient
funding, we are currently in negotiations with several funding sources and feel
we can secure the commitments necessary to close the transaction within the
allotted time frame.


                              PREVENTION INSURANCE

Due to the proposed acquisition of the chain of 'imaging centers and the desire
of the underwriting insurance company to take more time in evaluating its
interest in marketing low cost healthcare policies on television due to
underwriting changes and licencing of sales agents in each area that policies
would be written it was decided to put the test on hold and review again in
2007.


                                 QUICK PAY ATM

Quick pay ATM sales continue to increase due to an effective mail out and follow
up sales call that has improved Quick Pay's reach and improved contact and
closing ratios Quick Pay continues to pay the bulk of overhead for Prevention
Insurance while it pursues its acquisition strategy.


                              FINANCIAL CONDITION

We are still undercapitalized but are current with all vendors due to ATM
revenue and a small amount of 144 stock sales we anticipate a capital and stock
restructure upon completion of the proposed acquisition and the accompanying
financing.

Item 7.  Financial Statements.
         See attached.

Item 8.  Changes in and disagreements With Accounts and Financial Disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters and Control persons: Compliance
with Section 16(a) of the Exchange Act.

         The following table sets forth certain information concerning our
officers and directors.

         Name                      Age               Position
Scott C. Goldsmith                  57               President/CEO
George T. Nasser                    60               Director

Scott C. Goldsmith founded the company in 1975 and has been the President and
Chairman of the Board since that time. In 1986 he completed a three-year course
in Harvard University's OPM (Owner, President, Manager) Program. Mr. Goldsmith's
business experience has been entirely in sales and administration for over
twenty-five years. He has been a licensed insurance agent in Nevada since 1994.
Following our sale of assets

<PAGE>

associated with our former business, Mr. Goldsmith was employed by the purchaser
to operate the business conducted with those assets and was able to devote only
part of his time to developing new business operations. He continued in that
capacity until Sept. 18, 2000 when he began to devote full time to our new
business operations. Richard W. Peterson is engaged in the private practice of
counseling psychology with professionals and executives and consulting with law
firms on banking matters and small businesses on management and marketing
matters. He is also a faculty member at the University of Phoenix at its San
Diego, California, campus and its Online Campus in San Francisco, California.
Mr. Peterson was the Chief Executive Officer and Vice Chairman of the Board of
Directors of the Continental Bank, Las Vegas, Nevada, from 1982 until 1987, when
he retired to pursue his doctoral studies. He has served on ad hoc business
development committees for the governors of Arizona and Nevada, and has written
a book and several articles on the psychological effect of combat on soldiers
and prisoners of war.

George T. Nasser is acting as a health insurance consultant to various companies
in the insurance industry. For a number of years he served as Vice President of
Marketing for Standard Life of Indiana in charge of Sales and Product
Development and as Vice President for Golden Rule Insurance for fifteen years.
In those capacities, his responsibilities included developing health insurance
products and directing national sales forces.

         The members of the Audit Committee of the Board of Directors are
Goldsmith, Peterson and Nasser. The members of the Nominating Committee are Mr.
Goldsmith, Ms. Goldsmith and Mr. Nasser.

Item 10.  Executive Compensation.

         The following table sets forth certain information concerning the
annual compensation paid to our executive officers during our last three fiscal
years. We have not paid or awarded any long-term compensation to any person
during the past three years, and we have no long-term incentive plans.

Name & Principal                                     Other Annual
Position                   Year     Salary       Bonus     Compensation

Scott C. Goldsmith         2004    $111,845
President/CEO              2003    $ 68,305
                           2002    $ 61,382
                           2001    $  6,340

         We have formulated no plans as to the amounts of future cash
compensation. We intend to use the services of agents whose books of business
are acquired. Any additional personnel required would have salaries negotiated.

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information as of April 30,
2003, concerning the beneficial ownership of our common stock by each of our
executive officers and directors, all directors and officers as a group, and
each person who owns 5% or more of our outstanding common stock. Unless
otherwise indicated, each person names has sole voting and investment power over
the shares indicated.

Name                Shares Beneficially     % Outstanding
                          Owned
Scott C. Goldsmith     2,482,500                13.815

Aleene Goldsmith         100,054                 155.7

George Nasser             95,000                 .528%

Item 12. Exhibits and Reports on Form 8-K
   Included with this report.

Signatures

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

Date: August 15, 2006        Prevention Insurance.com



                                    By: /s/ Scott Goldsmith
                                       ---------------------
                                       Scott Goldsmith, President



<PAGE>
                            PREVENTION INSURANCE.COM


                              FINANCIAL STATEMENTS
                                 APRIL 29, 2006

<PAGE>


                                TABLE OF CONTENTS

--------------------------------------------------------------------------------

              INDEPENDENT AUDITOR'S REPORT                                  F-1

--------------------------------------------------------------------------------

              FINANCIAL STATEMENTS
                BALANCE SHEET                                               F-2
                STATEMENTS OF OPERATIONS                                    F-3
                STATEMENTS OF CHANGES  IN STOCKHOLDERS' (DEFICIT)           F-4
                STATEMENTS OF CASH FLOWS                                    F-5
                NOTES TO THE FINANCIAL STATEMENTS                         F-6-9



<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------------------------------



To the Board of Directors of
Prevention Insurance.Com
2770 S. Maryland Pkwy., #416
Las Vegas, Nevada 89109


We have audited the accompanying balance sheet of Prevention Insurance.Com as of
April 30, 2006, and the related statements of operations, changes in
stockholders' equity and cash flows for the years ended April 30, 2006 and 2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the balance
sheets are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheets. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of April 30,
2006, and the results of its operations and its cash flows for the years ended
April 30, 2006 and 2005, in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note1 to the financial
statements, the Company currently does not have any continuing sources of
revenue. These conditions raise substantial doubt about its ability to remain as
a going concern. Management's plans regarding those matters are also described
in Note 1. The financial statements do not include any adjustments that might
result from this uncertainty.

/s/Beadle, McBride, Evans & Reeves, LLP

Las Vegas, Nevada
August 9, 2006


                                      F-1
<PAGE>

                                  PREVENTION INSURANCE.COM
                                       BALANCE SHEETS
                                       APRIL 30, 2006




ASSETS
                                                               -----------

Current assets:
Cash                                                           $      --
                                                               -----------

                                                               -----------
TOTAL CURRENT ASSETS                                           $      --
                                                               ===========


LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                                                               -----------

Current liabilities:
Accounts payable                                               $     9,999
Bank Overdraft                                                       2,432
                                                               -----------
TOTAL CURRENT LIABILITIES                                           12,431

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,
19,229,362 shares issued and outstanding                           192,308
Additional paid in capital                                       3,581,842
Accumulated (deficit)                                           (3,733,627)
                                                               -----------

                                                                    40,523
Less: Treasury stock ( 24,233 share), at cost                      (52,954)
Less: Stock Subscriptions Receivable                                  --
                                                               -----------

Total Stockholder's (Deficit)                                      (12,431)

                                                               -----------
Total Liabilities and Stockholder's Equity                     $         0
                                                               ===========


SEE NOTES TO FINANCIAL STATEMENTS

                                      F-2
<PAGE>

                         PREVENTION INSURANCE.COM
                         STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED APRIL 30,





                                                       2006                2005
                                                  ---------           ---------


Commission income                                 $ 158,580           $ 165,807

Cost of Goods Sold                                   12,532

General and administrative expenses                 215,497             269,356
                                                  ---------           ---------



(Loss) from operations                              (69,449)           (103,549)

Interest expense                                          9                --
                                                  ---------           ---------


(Loss) before income taxes                          (69,458)           (103,549)

Income taxes                                           --                  --
                                                  ---------           ---------


Net (loss)                                        $ (69,458)          $(103,549)
                                                  =========           =========
                                                                      ---------
                                                                      ---------
(Loss) per share                                  $   (0.01)          $   (0.01)
                                                  =========           =========


              SEE NOTES TO FINANCIAL STATEMENTS

                                      F-3
<PAGE>

              PREVENTION INSURANCE.COM
      STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                FOR THE YEARS ENDED APRIL 30, 2006 AND 2005

<TABLE>
<CAPTION>
                             Preferred Stock             Common Stock    Additional                              Stock
                                    Par                                   paid in    Accumulated    Treasury    Subscri-
                            Number  value      Number       Par value     capital      deficit       stock      ptions   Total
                            -------------------------------------------------------------------------------------------------------

<S>                        <C>      <C>     <C>            <C>         <C>          <C>           <C>          <C>      <C>
Balance April 30, 2004          -       -   $ 12,048,317   $ 120,498   $ 3,466,529  $ (3,560,620) $ (52,954)       $ -   $ (26,547)

Shares issued for cash          -       -      4,330,750      43,308        25,933             -          -                 69,240
Shares issued for services      -       -      1,215,851      12,159        29,988             -          -                 42,146
Shares issed to reduce debt                      300,000       3,000        14,612             -          -                 17,612
Shares issed for receivable                       75,000         750           750             -          -     (1,500)          -
Net (loss) for the year         -       -                                               (103,549)                         (103,549)
                            -------------------------------------------------------------------------------------------------------
Balance April 30, 2005        $ -     $ -     17,969,918   $ 179,714   $ 3,537,811  $ (3,664,169) $ (52,954)  $ (1,500)     (1,098)
                                                                                                                                 -
Shares Issued for cash                         1,234,444      12,344        44,031                                          56,375
Shares Issued for services                        25,000         250             -                                             250
Payment of stock
  subscription
  receivable                                                                                                     1,500      1,500
Net (loss)                                                                               (69,458)                          (69,458)
                            -------------------------------------------------------------------------------------------------------

Balance April 30, 2006        $ -     $ -     19,229,362   $ 192,308   $ 3,581,842  $ (3,733,627) $ (52,954)       $ -   $ (12,431)
                            =======================================================================================================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS


                                      F-4
<PAGE>
                                         PREVENTION INSURANCE.COM
                                         STATEMENTS OF CASH FLOWS
                                      FOR THE YEARS ENDED APRIL 30,



<TABLE>
<CAPTION>
                                                                               2006                2005
                                                                          ---------           ---------
<S>                                                                       <C>                 <C>
Cash flows from operating activities:
     Net loss                                                             $ (69,458)          $(103,549)
     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                             250              42,146
       Increase / (Decrease) in accounts payable                              6,571              (1,747)
       Increase / (Decrease) in accounts payable - related party               --                (3,760)
                                                                          ---------           ---------
          Net cash used by operating activities                             (62,637)            (66,910)

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                                  56,375              69,240
     Proceeds from stock subscription receivable                              1,500                --
     Bank Overdraft                                                           2,432                --
                                                                          ---------           ---------
          Net cash provided by financing activities                          60,307              69,240
                                                                          ---------           ---------

Net increase in cash                                                         (2,330)              2,330

Cash, beginning of period                                                     2,330
                                                                          ---------           ---------

Cash, end of period                                                       $    --             $   2,330
                                                                          =========           =========



Supplemental schedule of noncash activities:
     Stock issued to settle debt                                          $    --             $  17,612

</TABLE>



             SEE NOTES TO FINANCIAL STATEMENTS


                                      F-5

<PAGE>
                            PREVENTION INSURANCE.COM
                          NOTES TO FINANCIAL STATEMENTS



1. ORGANIZATION AND NATURE OF BUSINESS :

The summary of significant accounting policies is presented to assist in the
understanding of the financial statements. The financial statements and notes
are the representation of management. These policies conform to accounting
principles generally accepted in the United States of America and have been
consistently applied.

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.
The Company is 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, the 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. To date, the Company has not been
successful in its efforts. To defray expenses during the year ended April 30,
2006, the Company received commissions as a dealer representative for the sale
of ATM machines.


GOING CONCERN ISSUES
As discussed above, the companies 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 has no continuing source of revenues 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.

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 liabilities at the date of the
financial statements and the reported revenues and expenses during the reporting
periods. Actual results may differ from these estimates.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has suffered recurring losses from operations and losses are expected to
continue into the near future. The Company has no continuing source of revenues
and its ability to remain a going concern is subject to its ability to raise
capital


CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid, temporary cash investments with
an original maturity of three months or less from the date of purchase.


BASIS OF ACCOUNTING
The Company's policy is to prepare the financial statements on the accrual
basis of accounting. The fiscal year end is April 30.

                                      F-6
<PAGE>

RECENT PRONOUNCEMENTS
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." The Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires than an issuer classify a financial instrument that is within its scope
as a liability ( or an asset in some circumstances ). The provisions of SFAF 150
are effective for financial instruments entered into or modified after May 31,
2003. The Company does not believe adopting this standard will have a material
impact to its financial statements.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period charges regardless of whether
they meet the criterion of "so abnormal" which was the criterion specified in
ARB No. 43. In addition, this Statement requires that allocation of fixed
production overheads to the cost of production be based on normal capacity of
the production facilities. This pronouncement is effective for the Company
beginning April 30, 2006. The Company does not believe adopting this new
standard will have a material impact to its financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based
Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows.
Generally, the approach in SFAS No. 123(R) is similar to the approach described
in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro forma disclosure is no longer
an alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company expects the adoption of this standard will have a material impact on its
financial statements assuming employee stock options are granted in the future.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29 "effective for nonmonetary asset
exchanges occurring in the fiscal year beginning January 1, 2006. SFAS No. 153
requires that exchanges of productive assets be accounted for at fair value
unless fair value cannot be reasonably determined or the transaction lacks
commercial substance. SFAS No. 153 is not expected to have a material effect on
the company's Consolidated Financial Statements.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections
- a Replacement of APB Opinion No. 20 and FASB Statement No. 3". SFAS 154
requires retrospective application to prior period financial statements of
changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effect of the change. SFAS 154
also redefines "restatement" as the revising of previously issued financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant impact on the financial statements.


FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents, accounts payable payables
approximates the carrying amount of these financial instruments due to their
short maturity.

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COMPREHENSIVE INCOME
Statements of Financial Accounting Standards No. 130, Reporting Comprehensive
Income (SFAS 130), requires that total comprehensive income be reported in the
financial statements. The Company does not have any items considered to be other
comprehensive income for the years ended April 30, 2006, and 2005.

NET LOSS PER SHARE CALCULATION
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. The weighted-average number of common shares
outstanding for computing basic EPS for the year ended April 30, 2006 and April
30, 2005 was 18,599,640 and 15,330,961, respectively. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. As of April 30, 2006
the Company had no outstanding securities that could have a dilutive effect on
the outstanding common stock.

ADVERTISING
Advertising and marketing costs are expensed when incurred. Advertising expenses
for the years ended April 30, 2006 and 2005 were $2,745 and $2,125,
respectively.

RESEARCH AND DEVELOPMENT
The Company expenses its research and development in the periods incurred. As of
April 30, 2006, there have been no research and development costs.

CONCENTRATIONS OF CREDIT RISK
Credit risk represents the accounting loss that would be recognized at the
reporting date if counter parties failed completely to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise from
financial instruments exist for groups of customers or counter parties when they
have similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or other
conditions described below.

As of April 30, 2006, the company does not have any significant operations in
any specific industry.

REVENUE RECOGNITION
Commission income from the sale of ATM machines and the related costs of these
sales are recognized at the time of sale.

STOCK BASED COMPENSATION
The Company accounts for stock based awards to employees in accordance with
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations, and has adopted the disclosure only
alternative of SFAS No. 123, Accounting for Stock-Based Compensation. Options
granted to consultants, independent representatives and other non-employees are
accounted for using the fair value method as prescribed by SFAS No. 123.


3. STOCKHOLDER'S EQUITY

During the year ended April 30, 2006, the Company issued 1,234,444 shares of
stock for cash of $56,375 (an average of approximately $. 04 per share). ).
Additionally, during the year ended April 30, 2006, the Company issued 25,000
shares of stock for services. The cash price per share was used to value the
services at $250.

During the year ended April 30, 2005, the Company issued 4,330,750 shares of
stock for cash of $69,240 ( an average of approximately $. 011 per share).
Additionally, during the year ended April 30, 2005, the Company issued 1,215,851
shares of stock for services. The market price per share was used to value the
services at $42,147. As of July 2004 the Company issued 300,000 shares to
satisfy an outstanding debt valued at $17,612.

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4. RELATED PARTY TRANSACTIONS

The Company's president and shareholder has advanced monies to the Company. The
total advances at April 30, 2006 are $34,775. Total compensation to Scott
Goldsmith, the President of the Company, amounted to $98,544 and $111,845 for
the year ended April 30, 2006, and 2005, respectively.


5. LOSS PER SHARE

Loss per share is calculated based on the weighted average number of shares
outstanding during the year (18,599,640 shares for the year ended April 30, 2006
and 15,330,961 for the year ended April 30, 2005).


6. COMMITMENTS

The Company leases office space under a non-cancelable operating lease. The
lease requires minimum monthly payments of approximately $500 per month. The
lease expires January 31, 2008 with minimum rent payable for the years ended
2006 and 2005 of $6,216 and 4,662, respectively.



7. INCOME TAX MATTERS

The Company accounts for income taxes using the asset and liability approach
required by SFAS No. 109. The asset and liability approach requires the
recognition of deferred income tax liabilities and assets for the expected
future tax consequences of temporary differences between the carrying amounts of
and the tax basis of the Company's assets and liabilities. Future income tax
benefits attributable to temporary differences are recognized to the extent that
realization of such benefits is more likely than not. These future tax benefits
are measured by applying currently enacted tax rates.


The Company has a net operating loss carryover of approximately $3,700,000
available to offset future taxable income, if any. The loss carryover expires
through 2023. A valuation allowance equal to 100% of the deferred tax assets has
been established because of the uncertainty of realization of the deferred tax
asset due to lack of earning history.

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