FindEx.com, Inc. Form 8-K/A October 11, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): October 3, 2005
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29963
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88-0379462
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11204
Davenport Street, Suite 100, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (402) 333-1900
N/A.
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Report.
On
October 3, 2005, our management and board of directors,
in
consultation with Chisholm, Bierwolf & Nilson, P.C., our independent
registered accounting firm, determined
that we will revise our previously issued consolidated balance sheets,
statements of operations, statements of stockholders’ equity, and statements of
cash flows for the fiscal years ended December 31, 2003 and December 31, 2004
and each of the three month periods June 30, 2003, September 30, 2003, March
31,
2004 and June 30, 2004 and concluded that such previously issued financial
statements, including the December 31, 2004 financial statements contained
in
our registration statement on Form SB-2 originally filed by us on November
22,
2004 but not yet declared effective by the Securities and Exchange Commission
(“SEC”), should no longer be relied upon.
In
order
to address comments from the staff (the “Staff”) of the SEC in connection with
the Staff’s review of our Form SB-2/A, our management and our board of directors
concluded that we should make certain revisions correcting an error on our
part
in previously recording the full amount, $266,301, of an adjustment to our
rebates reserve in only the three months ended June 30, 2004 as opposed to
having such adjustment reflected for each of the prior periods that were
affected. Our management has determined that in its best estimate, its judgment
as to the adequacy of the reserve for rebates would have begun to change during
the second quarter of 2003. Further, management believes that as we progressed
further from the date of the original rebate program, our assessment of the
reserve balance would have grown exponentially rather than equally over the
quarters affected. Therefore, we have determined that an adjustment to the
reserve for rebates in the amount of $14,793 (6% of the $266,301 total
adjustment) for the second quarter of 2003; $50,297 (19% of the total
adjustment) for the third quarter of 2003; $59,172 (22% of the total adjustment)
for the fourth quarter of 2003 ($124,262 or 47% in total for 2003); $66,575
(25%
of the total adjustment) for the first quarter of 2004; and $75,464 (28% of
the
total adjustment) for the second quarter of 2004 ($142,039 or 53% in total
for
2004) would be appropriate and we are undertaking to restate our financial
statements for the relevant periods accordingly. Specifically, these
adjustments, along with the related income tax effects, will be reflected in
the
restated filings on Form 10-QSB/A for the periods ended March 31, 2004, June
30,
2004 (with 2003 comparative), and September 30, 2004 (with 2003 comparative)
and
on Form 10-KSB/A for the year ended December 31, 2004 (with 2003 comparative).
We
expect
to complete the restatements and file the amended reports within the next thirty
days. There can be no assurance, however, that we will be able to complete
and
file these amended reports within this time frame.
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 hereunto
duly authorized.
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Date:
October 11, 2005
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FINDEX.COM,
INC.
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By:
/s/ Steven Malone
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Steven
Malone
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President
& Chief Executive Officer
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