[X]
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
[_]
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|
Nevada
|
88-0379462
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
11204
Davenport Street, Suite 100, Omaha, Nebraska 68154
|
|
(Address
of principal executive offices)
|
|
|
|
Page
Number
|
|
|
|
|
F-1
|
|
1
|
|
12
|
|
|
|
|
|
|
|
13
|
|
13
|
|
13
|
|
13
|
|
14
|
|
14
|
Findex.com,
Inc.
|
|||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
|||||||
|
(Unaudited)
|
||||||
|
March
31, 2006
|
December
31, 2005
|
|||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
53,668
|
$
|
119,560
|
|||
Accounts
receivable, trade, net
|
340,023
|
405,380
|
|||||
Inventory
|
162,050
|
214,604
|
|||||
Other
current assets
|
131,310
|
128,206
|
|||||
Total
current assets
|
687,051
|
867,750
|
|||||
Property
and equipment, net
|
105,886
|
114,191
|
|||||
Software
license, net
|
1,636,399
|
1,762,276
|
|||||
Capitalized
software development costs, net
|
586,171
|
707,067
|
|||||
Other
assets
|
202,843
|
253,001
|
|||||
Total
assets
|
$
|
3,218,350
|
$
|
3,704,285
|
|||
|
|||||||
Liabilities
and stockholders’ equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable, trade
|
$
|
413,313
|
$
|
556,042
|
|||
Accrued
royalties
|
452,707
|
472,548
|
|||||
Derivative
liabilities
|
2,671,334
|
2,062,462
|
|||||
Other
current liabilities
|
469,346
|
802,395
|
|||||
Total
current liabilities
|
4,006,700
|
3,893,447
|
|||||
Long-term
obligations
|
275,545
|
52,891
|
|||||
Commitments
and contingencies (Note 7)
|
|||||||
Stockholders’
equity:
|
|||||||
Common
stock
|
49,058
|
48,620
|
|||||
Paid-in
capital
|
7,525,940
|
7,461,424
|
|||||
Retained
(deficit)
|
(8,638,893
|
)
|
(7,752,097
|
)
|
|||
Total
stockholders’ equity
|
(1,063,895
|
)
|
(242,053
|
)
|
|||
Total
liabilities and stockholders’ equity
|
$
|
3,218,350
|
$
|
3,704,285
|
|||
|
|||||||
See
accompanying notes.
|
Findex.com,
Inc.
|
|||||||
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||
(Unaudited)
|
|||||||
|
|||||||
Three
Months Ended March 31,
|
2006
|
2005
|
|||||
Revenues,
net of reserves and allowances
|
$
|
1,098,791
|
$
|
1,677,414
|
|||
Cost
of sales
|
463,612
|
508,785
|
|||||
Gross
profit
|
635,179
|
1,168,629
|
|||||
Operating
expenses:
|
|||||||
Sales
and marketing
|
98,611
|
427,447
|
|||||
General
and administrative
|
586,555
|
635,718
|
|||||
Other
operating expenses
|
145,883
|
146,421
|
|||||
Total
operating expenses
|
831,049
|
1,209,586
|
|||||
Loss
from operations
|
(195,870
|
)
|
(40,957
|
)
|
|||
Other
income
|
361
|
514
|
|||||
Other
expenses
|
(2,293
|
)
|
(4,370
|
)
|
|||
Registration
rights penalties
|
(49,314
|
)
|
---
|
||||
Loss
on valuation adjustment of derivatives
|
(608,872
|
)
|
(218,748
|
)
|
|||
Loss
before income taxes
|
(855,988
|
)
|
(263,561
|
)
|
|||
Provision
for income taxes
|
(30,808
|
)
|
149,489
|
||||
Net
loss
|
(886,796
|
)
|
(114,072
|
)
|
|||
Retained
deficit at beginning of year
|
(7,752,097
|
)
|
(6,170,833
|
)
|
|||
Retained
deficit at end of period
|
$
|
(8,638,893
|
)
|
$
|
(6,284,905
|
)
|
|
|
|||||||
Net
loss per share:
|
|||||||
Basic
|
$
|
(0.02
|
)
|
$
|
0.00
|
||
Diluted
|
$
|
(0.02
|
)
|
$
|
0.00
|
||
|
|||||||
Weighted
average shares outstanding:
|
|||||||
Basic
|
48,766,009
|
48,619,855
|
|||||
Diluted
|
48,766,009
|
48,619,855
|
|||||
|
|||||||
See
accompanying notes.
|
Findex.com,
Inc.
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
(Unaudited)
|
|||||||
|
|||||||
Three
Months Ended March 31,
|
2006
|
2005
|
|||||
Cash
flows from operating activities:
|
|||||||
Cash
received from customers
|
$
|
1,138,412
|
$
|
1,707,292
|
|||
Cash
paid to suppliers and employees
|
(1,135,406
|
)
|
(1,456,683
|
)
|
|||
Other
operating activities, net
|
3,872
|
(3,076
|
)
|
||||
Net
cash provided by operating activities
|
6,878
|
247,533
|
|||||
Cash
flows from investing activities:
|
|||||||
Software
development costs
|
(63,231
|
)
|
(264,649
|
)
|
|||
Other
investing activities, net
|
(7,342
|
)
|
(14,581
|
)
|
|||
Net
cash (used) by investing activities
|
(70,573
|
)
|
(279,230
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Payments
made on long-term notes payable
|
(2,197
|
)
|
(26,521
|
)
|
|||
Net
cash (used) by financing activities
|
(2,197
|
)
|
(26,521
|
)
|
|||
Net
(decrease) in cash and cash equivalents
|
(65,892
|
)
|
(58,218
|
)
|
|||
Cash
and cash equivalents, beginning of year
|
119,560
|
341,359
|
|||||
Cash
and cash equivalents, end of period
|
$
|
53,668
|
$
|
283,141
|
|||
|
|||||||
Reconciliation
of net loss to cash flows from operating activities:
|
|||||||
Net
loss
|
$
|
(886,796
|
)
|
$
|
(114,072
|
)
|
|
Adjustments
to reconcile net loss to net cash
|
|||||||
provided
by operating activities:
|
|||||||
Software
development costs amortized
|
184,128
|
182,688
|
|||||
Loss
on fair value adjustment of derivatives
|
608,872
|
218,748
|
|||||
Provision
for bad debts
|
---
|
653
|
|||||
Depreciation
& amortization
|
145,883
|
145,768
|
|||||
Loss
on disposal of property, plant and equipment
|
---
|
1,715
|
|||||
Change
in assets and liabilities:
|
|||||||
Decrease
in accounts receivable
|
65,357
|
48,924
|
|||||
Decrease
(increase) in inventories
|
52,554
|
(14,047
|
)
|
||||
Decrease
in refundable taxes
|
5,764
|
---
|
|||||
Decrease
in prepaid expenses
|
62,241
|
51,841
|
|||||
(Decrease)
in accrued royalties
|
(19,841
|
)
|
(33,770
|
)
|
|||
(Decrease)
in accounts payable
|
(134,771
|
)
|
(114,952
|
)
|
|||
Increase
in income taxes payable
|
---
|
180
|
|||||
Increase
(decrease) in deferred taxes
|
30,808
|
(149,669
|
)
|
||||
(Decrease)
increase in other liabilities
|
(107,321
|
)
|
23,526
|
||||
Net
cash provided by operating activities
|
$
|
6,878
|
$
|
247,533
|
|||
|
|||||||
See
accompanying notes.
|
▪
|
planning
the website,
|
|
▪
|
developing
the applications and infrastructure until technological feasibility
is
established,
|
|
▪
|
developing
graphics such as borders, background and text colors, fonts, frames,
and
buttons, and
|
|
▪
|
operating
the site such as training, administration and
maintenance.
|
▪
|
obtain
and register an Internet domain name,
|
|
▪
|
develop
or acquire software tools necessary for the development
work,
|
|
▪
|
develop
or acquire software necessary for general website
operations,
|
|
▪
|
develop
or acquire code for web applications,
|
|
▪
|
develop
or acquire (and customize) database software and software to integrate
applications such as corporate databases and accounting systems into
web
applications,
|
|
▪
|
develop
HTML web pages or templates,
|
|
▪
|
install
developed applications on the web server,
|
|
▪
|
create
initial hypertext links to other websites or other locations within
the
website, and
|
|
▪
|
test
the website applications.
|
Raw
materials
|
$
|
97,442
|
||
Finished
goods
|
64,608
|
|||
Inventories
|
$
|
162,050
|
Warrant
A
|
$
|
59,820
|
||
Warrant
B
|
1,337,215
|
|||
Warrant
C
|
1,274,299
|
|||
Derivatives
|
$
|
2,671,334
|
|
Warrant
A
|
Warrant
B
|
Warrant
C
|
|||||||||
Expected
term - years
|
1.08
|
3.30
|
3.30
|
|||||||||
Stock
price at March
31, 2006
|
$
|
0.13
|
$
|
0.13
|
$
|
0.13
|
||||||
Expected
dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Expected
stock price volatility
|
235
|
%
|
212
|
%
|
212
|
%
|
||||||
Risk-free
interest rate
|
4.77
|
%
|
4.71
|
%
|
4.71
|
%
|
2006
|
2005
|
||||||
Current:
|
|||||||
Federal
|
$
|
---
|
$
|
---
|
|||
State
|
---
|
180
|
|||||
|
---
|
180
|
|||||
Deferred:
|
|||||||
Federal
|
31,844
|
(141,093
|
)
|
||||
State
|
(1,036
|
)
|
(8,576
|
)
|
|||
30,808
|
(149,669
|
)
|
|||||
Total
tax provision (benefit)
|
$
|
30,808
|
$
|
(149,489
|
)
|
For
the Three Months Ended March 31
|
2006
|
2005
|
|||||
Net
Loss
|
$ |
(886,796
|
)
|
$ |
(114,072
|
)
|
|
Preferred
stock dividends
|
---
|
---
|
|||||
Net
loss available to common shareholders
|
$ |
(886,796
|
)
|
$ |
(114,072
|
)
|
|
Basic
weighted average shares outstanding
|
48,766,009
|
48,619,855
|
|||||
Dilutive
effect of:
|
|||||||
Stock
options
|
---
|
---
|
|||||
Warrants
|
---
|
---
|
|||||
Diluted
weighted average shares outstanding
|
48,766,009
|
48,619,855
|
Statement
of Operations for Three Months Ended March 31
|
2006
|
2005
|
Change
|
|
%
|
||||||||||
Net
revenues
|
$
|
1,098,791
|
$
|
1,677,414
|
$
|
(578,623
|
)
|
34
|
%
|
||||||
Cost
of sales
|
463,612
|
508,785
|
(45,173
|
)
|
9
|
%
|
|||||||||
Gross
profit
|
$
|
635,179
|
$
|
1,168,629
|
$
|
(533,450
|
)
|
46
|
%
|
||||||
Total
operating expenses
|
(831,049
|
)
|
(1,209,586
|
)
|
378,537
|
31
|
%
|
||||||||
Registration
rights penalties
|
(49,314
|
)
|
---
|
(49,314
|
)
|
100
|
%
|
||||||||
Loss
on fair value adjustment of derivatives
|
(608,872
|
)
|
(218,748
|
)
|
(390,124
|
)
|
178
|
%
|
|||||||
Other
income (expenses)
|
(1,932
|
)
|
(3,856
|
)
|
1,924
|
50
|
%
|
||||||||
Loss
before income taxes
|
$
|
(855,988
|
)
|
$
|
(263,561
|
)
|
$
|
(592,427
|
)
|
225
|
%
|
||||
Provision
for income taxes
|
(30,808
|
)
|
149,489
|
(180,297
|
)
|
121
|
%
|
||||||||
Net
loss
|
$
|
(886,796
|
)
|
$
|
(114,072
|
)
|
$
|
(772,724
|
)
|
677
|
%
|
▪
|
our
gross revenues decreased approximately $802,000 to approximately
$
1,182,000 for the three months ended March 31, 2006 from approximately
$1,984,000 for the three months ended March 31, 2005. This decrease
is
primarily attributable to the following:
|
||
▪
|
the
lack of product releases during the three months ended March 31,
2006
compared to the three months ended March 31, 2005;
|
||
|
|||
▪
|
a
delay in our annual release of Membership Plus®,
which typically is released in the month of February, but due to
the
unexpected loss of our primary developer for Membership Plus®,
is anticipated for release
in
May or June 2006; and
|
||
▪
|
the
early release of an upgrade to our flagship product,
QuickVerse®,
which was released in September 2005 (nine months following the release
of
our 2004 upgrade);
|
||
▪
|
we
incurred liquidated damage penalties of approximately $49,000 in
connection with our failure to meet certain contractual registration
obligations; and
|
||
|
|||
▪
|
we
recognized a loss of approximately $609,000 related to the fair value
adjustment of derivatives.
|
Revenues
for Three Months Ended March 31
|
2006
|
%
to Sales
|
2005
|
%
to Sales
|
Change
|
|
%
|
|||||||||||
Gross
revenues
|
$
|
1,182,071
|
100
|
%
|
$
|
1,984,036
|
100
|
%
|
$
|
(801,965
|
)
|
40
|
%
|
|||||
Less
reserve for sales returns and allowances
|
(83,280
|
)
|
-7
|
%
|
(306,622
|
)
|
-15
|
%
|
223,342
|
73
|
%
|
|||||||
Net
revenues
|
$
|
1,098,791
|
93
|
%
|
$
|
1,677,414
|
85
|
%
|
$
|
(578,623
|
)
|
34
|
%
|
▪
|
an
enhanced version of our top financial and data management product,
Membership Plus®,
including Membership Plus®
Standard Edition, with a suggested retail price of $149.95, and Membership
Plus®
Deluxe Edition, with a suggested retail price of
$349.95;
|
|
▪
|
an
enhanced version of QuickVerse®
2005 Essentials, with a suggested retail price of $49.95; and
|
|
▪
|
QuickVerse®
2005 Platinum Edition, with a suggested retail price of
$799.95.
|
▪
|
QuickVerse®
2006 Parable Edition, with a suggested retail price of $49.95;
and
|
|
▪
|
QuickVerse®
2006 Bible Suite, with a suggested retail price of
$29.95.
|
▪
|
price
protections afforded to consumers and retailers who had purchased
prior
versions of Membership Plus®
and
QuickVerse®
within
one year or less of our release of upgraded versions of each of Membership
Plus®,
in February 2005, and QuickVerse®,
in September 2005. Historically, our product upgrades have extended
over
two to three years and therefore, price protections were not issued;
and
|
|
▪
|
increased
price points associated with products
introduced.
|
Cost
of Sales for Three Months Ended March 31
|
2006
|
%
to Sales
|
2005
|
%
to Sales
|
Change
|
|
%
|
|||||||||||
Direct
costs
|
$
|
139,634
|
12
|
%
|
$
|
172,036
|
9
|
%
|
$
|
(32,402
|
)
|
19
|
%
|
|||||
Less
reserve for sales returns and allowances
|
(12,420
|
)
|
-1
|
%
|
|
(46,605
|
)
|
-2
|
%
|
34,185
|
73
|
%
|
||||||
Amortization
of software development costs
|
184,128
|
16
|
%
|
182,688
|
9
|
%
|
1,440
|
1
|
%
|
|||||||||
Royalties
|
106,745
|
9
|
%
|
135,000
|
7
|
%
|
(28,255
|
)
|
21
|
%
|
||||||||
Freight-out
|
30,995
|
3
|
%
|
50,387
|
3
|
%
|
(19,392
|
)
|
38
|
%
|
||||||||
Fulfillment
|
14,530
|
1
|
%
|
15,279
|
1
|
%
|
(749
|
)
|
5
|
%
|
||||||||
Cost
of sales
|
$
|
463,612
|
39
|
%
|
$
|
508,785
|
26
|
%
|
$
|
(45,173
|
)
|
9
|
%
|
▪
|
sales
of QuickVerse®
2005 editions to a liquidator in the first quarter of 2006 and no
sales to
a liquidator in the first quarter of 2005;
|
|
▪
|
our
increased sales focus on the QuickVerse®
product line which have associated royalty fees; and
|
|
▪
|
our
decreased sales focus on the Membership Plus®
product line, which has no associated royalty fees. We have experienced
a
delay in our annual upgrade release of Membership Plus®
for the first quarter of 2006 and during the first quarter of 2005,
we
released an upgrade to Membership Plus®
in
February 2005.
|
Software
Development Costs For Three Months Ended March 31
|
2006
|
2005
|
|||||
Beginning
balance
|
$
|
707,067
|
$
|
701,289
|
|||
Capitalized
|
63,231
|
264,649
|
|||||
Amortized
(Cost of sales)
|
184,128
|
182,688
|
|||||
Ending
balance
|
$
|
586,170
|
$
|
783,250
|
|||
Research
and development expense (General and administrative)
|
$
|
52,232
|
$
|
37,080
|
Sales,
General and Administrative Costs for Three Months Ended March
31
|
2006
|
%
to Sales
|
2005
|
%
to Sales
|
Change
|
|
%
|
||||||||||||||
Selected
expenses:
|
|||||||||||||||||||||
Commissions
|
$
|
60,365
|
5
|
%
|
$
|
270,815
|
14
|
%
|
$
|
(210,450
|
)
|
78
|
%
|
||||||||
Advertising
and direct marketing
|
38,246
|
3
|
%
|
156,632
|
8
|
%
|
(118,386
|
)
|
76
|
%
|
|||||||||||
Total
sales and marketing
|
$
|
98,611
|
8
|
%
|
$
|
427,447
|
22
|
%
|
$
|
(328,836
|
)
|
77
|
%
|
||||||||
Research
and development
|
52,232
|
4
|
%
|
37,080
|
2
|
%
|
15,152
|
41
|
%
|
||||||||||||
Personnel
costs
|
330,006
|
28
|
%
|
344,301
|
17
|
%
|
(14,295
|
)
|
4
|
%
|
|||||||||||
Legal
|
24,499
|
2
|
%
|
35,018
|
2
|
%
|
(10,519
|
)
|
30
|
%
|
|||||||||||
Accounting
|
34,423
|
3
|
%
|
7,901
|
0
|
%
|
26,522
|
336
|
%
|
||||||||||||
Rent
|
23,925
|
2
|
%
|
20,167
|
1
|
%
|
3,758
|
19
|
%
|
||||||||||||
Telecommunications
|
10,547
|
1
|
%
|
21,165
|
1
|
%
|
(10,618
|
)
|
50
|
%
|
|||||||||||
Corporate
services
|
18,000
|
2
|
%
|
32,979
|
2
|
%
|
(14,979
|
)
|
45
|
%
|
|||||||||||
Other
general and administrative costs
|
92,923
|
8
|
%
|
137,107
|
7
|
%
|
(44,184
|
)
|
32
|
%
|
|||||||||||
Total
general and administrative
|
$
|
586,555
|
50
|
%
|
$
|
635,718
|
32
|
%
|
$
|
(49,163
|
)
|
8
|
%
|
Working
Capital at March 31
|
2006
|
|||
Current
assets
|
$
|
687,051
|
||
Current
liabilities
|
$
|
4,006,700
|
||
Retained
deficit
|
$
|
(8,638,893
|
)
|
Cash
Flows for Three Months Ended March 31
|
2006
|
2005
|
Change
|
|
%
|
|||||||||
Cash
flows provided by operating activities
|
$
|
6,878
|
$
|
247,533
|
$
|
(240,655
|
)
|
97
|
%
|
|||||
Cash
flows (used) by investing activities
|
$
|
(70,573
|
)
|
$
|
(279,230
|
)
|
$
|
208,657
|
75
|
%
|
||||
Cash
flows (used) by financing activities
|
$
|
(2,197
|
)
|
$
|
(26,521
|
)
|
$
|
24,324
|
92
|
%
|
2006
|
$
|
60,998
|
||
2007
|
31,248
|
|||
Total
future minimum rental payments
|
$
|
92,246
|
2006
|
$
|
10,294
|
||
2007
|
13,726
|
|||
2008
|
13,726
|
|||
2009
|
12,582
|
|||
2010
|
---
|
|||
Total
minimum lease payments
|
50,328
|
|||
Less:
Amount representing interest
|
9,554
|
|||
Total
obligations under capital lease
|
40,774
|
|||
Less:
Current installments of obligations under capital lease
|
9,456
|
|||
Long-term
obligation under capital lease
|
$
|
31,318
|
▪
|
the
fact that disclosure controls and procedures have been reviewed as
of the
end of the period covered by a given report;
|
|
▪
|
any
concerns regarding weaknesses in disclosure controls and
procedures;
|
|
▪
|
any
concerns relating to events that may require
disclosure;
|
|
▪
|
any
concerns relating to internal fraud/defalcation;
|
|
▪
|
potential
material losses;
|
|
▪
|
new
off-balance sheet arrangements; and
|
|
▪
|
material
amounts not reflected on the general
ledger.
|
Date
Securities Issued
|
Securities
Title
|
Issued
to
|
Number
of Securities Issued
|
Consideration
|
|||||||||
Common
Stock Issuances
|
|||||||||||||
Issued
for compensation to board of directors
|
|||||||||||||
3/31/2006
|
Common
Stock
|
Independent
Board of Directors
|
438,462
|
$
|
57,000
|
||||||||
Common
Stock Warrant Issuances
|
|||||||||||||
Issued
for compensation for legal services
|
|||||||||||||
3/31/2006
|
Common
Stock
|
Michael
Membrado
|
300,000
|
$
|
7,958*
|
||||||||
*
Consideration is based on the negotiated fair value of the services
received.
|
No.
|
Description
of Exhibit
|
2.1
|
Share
Exchange Agreement between Findex.com, Inc. and the stockholders
of Reagan
Holdings, Inc. dated March 7, 2000, incorporated by reference to
Exhibit
2.1 on Form 8-K filed March 15, 2000.
|
3(i)(1)
|
Restated
Articles of Incorporation of Findex.com, Inc. dated June 1999 incorporated
by reference to Exhibit 3.1 on Form 8-K filed March 15, 2000.
|
3(i)(2)
|
Amendment
to Articles of Incorporation of Findex.com, Inc. dated November 10,
2004
incorporated by reference to Exhibit 3.1(ii) on Form 10-QSB filed
November
10, 2004.
|
3(ii)
|
Restated
By-Laws of Findex.com, Inc., incorporated by reference to Exhibit
3.3 on
Form 8-K filed March 15, 2000.
|
10.1
|
Stock
Incentive Plan of Findex.com, Inc. dated May 7, 1999, incorporated
by
reference to Exhibit 10.1 on Form 10-KSB/A filed May 13,
2004.
|
10.2
|
Share
Exchange Agreement between Findex.com, Inc. and the stockholders
of Reagan
Holdings Inc., dated March 7, 2000, incorporated by reference to
Exhibit
2.1 on Form 8-K filed March 15, 2000.
|
10.3
|
License
Agreement between Findex.com, Inc. and Parsons Technology, Inc. dated
June
30, 1999, incorporated by reference to Exhibit 10.3 on Form 10-KSB/A
filed
May 13, 2004.
|
10.4
|
Employment
Agreement between Findex.com, Inc. and Steven Malone dated July 25,
2003,
incorporated by reference to Exhibit 10.4 on Form 10-KSB/A filed
May 13,
2004.
|
10.5
|
Employment
Agreement between Findex.com, Inc. and Kirk Rowland dated July 25,
2003,
incorporated by reference to Exhibit 10.5 on Form 10-KSB/A filed
May 13,
2004.
|
10.6
|
Employment
Agreement between Findex.com, Inc. and William Terrill dated June
7, 2002,
incorporated by reference to Exhibit 10.6 on Form 10-KSB/A filed
May 13,
2004.
|
10.7
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and John A.
Kuehne
dated July 25, 2003, incorporated by reference to Exhibit 10.7 on
Form
10-KSB/A filed May 13, 2004.
|
10.8
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and Henry M.
Washington dated July 25, 2003, incorporated by reference to Exhibit
10.8
on Form 10-KSB/A filed May 13, 2004.
|
10.9
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and William
Terrill
dated July 25, 2003, incorporated by reference to Exhibit 10.9 on
Form
10-KSB/A filed May 13, 2004.
|
10.10
|
Stock
Purchase Agreement, including the form of warrant agreement, between
Findex.com, Inc. and Barron Partners, LP dated July 19, 2004, incorporated
by reference to Exhibit 10.1 on Form 8-K filed July 28,
2004.
|
10.11
|
Amendment
No. 1 to Stock Purchase Agreement between Findex.com, Inc. and Barron
Partners, LP dated September 30, 2004, incorporated by reference
to
Exhibit 10.3 on Form 8-K filed October 6,
2004.
|
10.12
|
Registration
Rights Agreement between Findex.com, Inc. and Barron Partners, LP
dated
July 26, 2004, incorporated by reference to Exhibit 10.2 on Form
8-K filed
July 28, 2004.
|
10.13
|
Waiver
Certificate between Findex.com, Inc. and Barron Partners, LP dated
September 16, 2004, incorporated by reference to Exhibit 10.4 on
Form 8-K
filed October 6, 2004.
|
10.14
|
Settlement
Agreement between Findex.com, Inc., The Zondervan Corporation, Mattel,
Inc., TLC Multimedia, Inc., and Riverdeep, Inc. dated October 20,
2003,
incorporated by reference to Exhibit 10.14 on Form 10-KSB/A filed
December
14, 2005.
|
10.15
|
Employment
Agreement Extension between Findex.com, Inc and Steven Malone dated
March
31, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed
April 6, 2006.
|
10.16
|
Employment
Agreement Extension between Findex.com, Inc and William Terrill dated
March 31, 2006, incorporated by reference to Exhibit 10.2 on Form
8-K
filed April 6, 2006.
|
10.17
|
Employment
Agreement Extension between Findex.com, Inc and Kirk R. Rowland dated
March 31, 2006, incorporated by reference to Exhibit 10.3 on Form
8-K
filed April 6, 2006.
|
10.18
|
Promissory
Note to Barron Partners, LP dated April 7, 2006, incorporated by
reference
to Exhibit 10.1 on Form 8-K filed April 13, 2006.
|
10.19
|
Share
Exchange Agreement between Findex.com, Inc. and the stockholders
of Reagan
Holdings Inc., dated March 7, 2000, incorporated by reference to
Exhibit
2.1 on Form 8-K filed March 15, 2000.
|
31.1
|
Certification
of Findex.com, Inc. Chief Executive Officer, Steven Malone, required
by
Rule 13a-14(a) or Rule 15d-14(a), and dated May 22, 2006. FILED
HEREWITH.
|
31.2
|
Certification
of Findex.com, Inc. Chief Financial Officer, Kirk R. Rowland, required
by
Rule 13a-14(a) or Rule 15d-14(a), and dated May 22, 2006. FILED
HEREWITH.
|
32.1
|
Certification
of Findex.com, Inc. Chief Executive Officer, Steven Malone, required
by
Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of
Title
18 of the United States Code (18 U.S.C. 1350), and dated May 22,
2006.
FILED HEREWITH.
|
32.2
|
Certification
of Findex.com, Inc. Chief Financial Officer, Kirk R. Rowland, required
by
Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of
Title
18 of the United States Code (18 U.S.C. 1350), and dated May 22,
2006.
FILED HEREWITH.
|
FINDEX.COM,
INC.
|
|||
Date:
May 22, 2006
|
By
|
/s/
Steven Malone
|
|
Steven
Malone
|
|||
President
and Chief Executive Officer
|
Date:
May 22, 2006
|
By
|
/s/
Kirk R. Rowland
|
|
Kirk
R. Rowland, CPA
|
|||
Chief
Financial Officer
|