# UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 10-KSB

(Mark One)

| | [X] | ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ------------------------------------------------------------------------------

For
the fiscal year ended December 31, 2003.

# OR

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

For the transition period from ________ to _________.

Commission File Number: 0-29963

FINDEX.COM, INC.
(Name of Small Business Issuer in its Charter)

|Nevada                                                          | 88-0379462                           
|--------------------------------------------------------------- | -------------------------------------
|(State or other Jurisdiction of 
Incorporation or Organization) | (I.R.S. Employer
 Identification No.)

11204 Davenport Street, Suite 100, Omaha, Nebraska 68154
                  (Address of Principal Executive Offices) (Zip Code)

(402) 333-1900 (Issuers
Telephone Number, Including Area Code)

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

None

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

Common Stock, $.001 par
value(Title of Class)

Check whether the issuer: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [  ]

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in this form,
and no disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [  ]

Revenues for the fiscal year ended
December 31, 2003 totaled $4,390,757.

As of March 30, 2004, the aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the average of the closing bid and asked prices on such date was
approximately $420,000.

At March 30, 2004, the registrant had
outstanding 21,011,438 shares of common stock, of which there is only a single class.

# DOCUMENTS INCORPORATED
BY REFERENCE

None.

Transitional Small Business
Disclosure Format (check one):

Yes  [  ]   No [X]

# TABLE OF CONTENTS

|                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------
|PART I
ITEM 1. 
ITEM 2. 
ITEM 3. 
ITEM 4.
PART II
ITEM 5. 
ITEM 6. 
ITEM 7. 
ITEM 8A. 
PART III
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14. | BUSINESS                                                                              
PROPERTIES                                                                            
LEGAL PROCEEDINGS                                                                     
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
FINANCIAL STATEMENTS                                                                  
CONTROLS AND PROCEDURES  
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                    
EXECUTIVE COMPENSATION                                                                
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                        
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        
EXHIBITS, LISTS AND REPORTS ON FORM 8-K                                               
PRINCIPAL ACCOUNTANT FEES AND SERVICES | Page
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# PART I

# SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS

This Form 10-KSB, press releases and
certain information provided periodically in writing or orally by our officers or our
agents contain statements which constitute forward-looking statements within the meaning
of Section 27A of the Securities Act, as amended; Section 21E of the Securities Exchange
Act of 1934; and the Private Securities Litigation Reform Act of 1995. The words
may, would, could, will,
expect, estimate, anticipate, believe,
intend, plan, goal, and similar expressions and
variations thereof are intended to specifically identify forward-looking statements. These
statements appear in a number of places in this Form 10-KSB and include all statements
that are not statements of historical fact regarding the intent, belief or current
expectations of us, our directors or our officers, with respect to, among other things:
(i) our liquidity and capital resources; (ii) our financing opportunities and plans; (iii)
our ability to attract customers to generate revenues; (iv) market and other trends
affecting our future financial condition or results of operations; (v) our growth strategy
and operating strategy; and (vi) the declaration and/or payment of dividends.

Investors and prospective investors
are cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others, those set
forth in Part II, Item 6 of this annual report on Form 10-KSB, entitled Managements
Discussion and Analysis of Financial Condition and Results of Operations, including
without limitation the risk factors contained therein. Except as required by law, we
undertake no obligation to update any of the forward-looking statements in this Form
10-KSB after the date of this report.

# Item 1. Description of
Business.

Findex.com, Inc. (Findex
or the Company, and collectively referred to as we, us
or our, in each case as required by the context) is a developer, publisher,
and distributor/seller of off-the-shelf consumer and organizational software products. The
common thread among the Companys products is a customer constituency that shares a
devotion to or interest in Christianity and faith-based inspirational values.
We are focused on becoming the premier provider of Bible study and related faith-based
software products and content to the domestic and international markets through ongoing
internal development of new products, expansion and upgrade of existing products, and
strategic product line and/or corporate acquisitions and licensing.

| | PRODUCTS | 
| | -------- | 

We are focused on becoming the
premier provider of Bible study and related faith-based software products and content to
the domestic and international markets through ongoing internal development of new
products, expansion and upgrade of existing products, and strategic product line and/or
corporate acquisitions and licensing. Our religious software titles are currently divided
among the following six categories:

| |  | o Bible
Study
o Financial/Office
Management Products for Churches and other Faith-Based Ministrieso Print &
Graphic Productso Pastoral Productso Childrens Productso Language
Tutorial Products.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

In 1999, we obtained an exclusive
licensing agreement with Parsons Technology, Inc., a subsidiary of The Learning Company
(TLC), formerly the Mattel Corporation, for their Parsons Church Division, a
collection of top-selling Christian-related titles, a copy of which agreement is included
with this report as Exhibit 10.2 (the Parsons License Agreement). The Parsons
License Agreement originally had a term of ten years. As a result of a settlement
agreement reached on October 20, 2003 (see Note 15  Notes to Consolidated Financial
Statements), the term of that license has now been extended indefinitely, and provides us
with the exclusive worldwide right to market, sell, and continue to develop those titles
it covers. For the fiscal year ended December 31, 2003, over 90% of our revenues were
derived from sales of product the rights to which we maintain pursuant to the Parsons
License Agreement.

| | Bible
Study
| | -----------

For the fiscal year ended December
31, 2003, approximately 62% of our revenues were derived from sales of our flagship
QuickVerse® software, the industry-leading Bible-study software now in its
15th year and 8th version, which is available in an array of content
package variations ranging in retail price from $9.95 to $299.95.
QuickVerse® has sold over a million copies since its introduction and is
currently a market leader in its category.

QuickVerse® simplifies
biblical research, allowing users to view multiple reference materials, including Bibles,
dictionaries, commentaries and encyclopedias, side-by-side on the computer screen. A
built-in QuickSearch feature enables the user to highlight a word or Bible verse and find
all of its occurrences in a particular text. Advanced search options also enable users to
search by word, phrase or verse across multiple books. QuickVerse®Version
8, our latest Version, is currently available in three CD-ROM editions: the
QuickVerse® Standard Edition (which includes 9 Bibles and 47 reference
titles), the QuickVerse® Expanded Edition (which includes 10 Bibles and 84
reference titles), and the QuickVerse® Deluxe Edition (which includes 16
Bibles and 144 reference titles). Each QuickVerse® purchase includes access
to additional books and content, which can be unlocked and made accessible for an
additional fee.

In December 2002, we released
QuickVerse® PDA, for Palm® operating systems, a new addition
to the QuickVerse®Bible software family and released an enhanced version
in June 2003 making the QuickVerse® PDA compatible on both Pocket
PC® and Palm® OS operating systems. This program provides
the same simplified access and many of the personal Bible study features found in the
desktop QuickVerse® Versions. QuickVerse PDA® is currently
available in four editions as a download and in CD-ROM: the Standard Edition (which
includes 2 Bibles and 4 reference titles), the Deluxe Edition (which includes 4 Bibles and
4 reference titles), the Life Application Study Bible (which includes 1 Bible and 9
reference titles) and a secular version (which includes 2 Bibles and 4 reference titles).
Each edition contains 10 scripture reading plans and provides the user with the ability to
create their own.

QuickVerse® customers
include (i) individuals devoted to or otherwise interested in studying Christianity, of
which, according to a Gallup Poll Survey released in March, 2004, about 82% of American
adults can be classified as Christian, and (ii) religious and other spiritual
organizations including schools, churches and other faith-based ministries.

We hold our rights to
QuickVerse® indefinitely which are exclusive, pursuant to the Parsons
Licensing Agreement.

In addition to
QuickVerse®, we also develop and market certain other Bible study software
packages. These include the Complete Bible Resource Library®, the
Book®, The Life Application Bible®, A Walk in the Footsteps
of Jesus®, Adam Clarks Commentary on the Bible®, and
Dictionaries of the New Testament®. Although our prices are subject to
change from time to time, these titles currently range in retail price from $19.99 to
$79.99 per unit.

2

| | Financial/Office
Management Products for Churches and other Christian Faith-Based Ministries
| | --------------------------------------------------------------------------------------------

For the fiscal year ended December
31, 2003, about 17% of Findex revenues were derived from sales of its Membership
Plus® software, an industry-leading church management software now in its
8th version, which is available in each of a standard and a deluxe package at
retail prices of $129.95 and $349.95 respectively. Each of these product packages provides
church database, financial management and church productivity tools, including those
designed to streamline church office accounting, tasks and scheduling, track membership
and contributions, organize membership databases, and provide efficiency in producing
targeted mailings, attendance reports and IRS-compliant contribution receipts. The deluxe
package is equipped with a broader functionality and range of features, including, for
example, a number of templates for legal agreements frequently used by these types of
organizations.

Over 80,000 churches and faith-based
organizations have purchased Membership Plus® since its introduction in the
early 90s. Membership Plus® Version 8, our latest Version, is
currently available in two CD-ROM editions: Membership Plus® Standard and
Membership Plus® Deluxe.

We hold our rights to Membership
Plus® indefinitely, which are exclusive, pursuant to the Parsons
Licensing Agreement.

In October 2002, we released Fund
Accounting Plus®, a modular-based fund accounting software program designed
to serve the unique accounting needs of the churches, para-church organizations and
ministries, and non-profit entities.

| | Print
& Graphic Products
| | ------------------------

We currently sell/distribute ClickArt
Christian Publishing® Suite III, which is a full desktop publishing package
containing over 13,000 Christian images, icons, maps, Catholic and Jewish imagery and
ethnically diverse, family-oriented illustrations to be used in the creation of a wide
range of printed materials including newsletters, bulletins, posters, fliers, mailings,
calendars, and reports. We also publish/distribute Religious ClipArt® and Christian
Images®. Both of these products are CD-Rom Clipart products that contain religious and
Christian graphical images that can be used in the production of other content related
projects.

Although our prices are subject to
change from time to time, our print and graphic products range in price from $9.99 to
$39.95 per unit. In the aggregate, and for the fiscal year ended December 31, 2003, 2% of
our revenues were derived from sales of these products.

| | Pastoral
Products
| | -----------------

We currently produce and
distribute/sell a line of pastoral products designed to assist faith-based ministries in
streamlining sermon development and research tasks and in organizing responsibilities.
These titles include the following:

| | o | Bible
Illustrator® 3.0 Deluxe, which is a database compilation of illustrations,
anecdotes, quotations, proverbs and bits of humor from general topics like children and
angels to specific Bible passages, which users can use to bring messages to a
congregation or classroom.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

| | o | Ministry
Notebook® 2.0, which is an organizational tool for users to keep better
track of ministry-related paperwork including sermons, prayer requests, personal
libraries, telephone contacts, and expense reports.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Daily
Journal®, which is a tool for entry and recordation of personal thoughts,
important family and business events.
| | - | ---------------------------------------------------------------------------------------------------------------------

Although our prices are subject to
change from time to time, our pastoral products range in price from $19.99 to $69.99 per
unit. In the aggregate, and for the fiscal year ended December 31, 2003, 2% of our
revenues were derived from sales of these products.

| | Childrens
Products
| | -------------------

We currently produce and
distribute/sell a line of childrens CD-Rom products designed to appeal to
faith-conscious families interested in spiritually-enriched entertainment and play-along
educational content. Collectively, these titles include Jonah and the
Whale®, Noah and the Ark®, Daniel in the Lions
Den®, The Story of Creation®, Amazon Trail (3rd Edition),
and Oregon Trail® (4th Edition). In addition, we also distribute the Veggie
Tales®, a popular line of childrens software programs involving
interactive adventures with biblical themes.

Although our prices are subject to
change from time to time, our childrens CD-Rom products range in price from $4.95 to
$19.98 per unit. In the aggregate, and for the fiscal year ended December 31, 2003, less
than 1% of our revenues were derived from sales of these products

| | Language
Tutorial Products
| | --------------------------

We currently produce tutorial
software programs for learning Greek and Hebrew, languages frequently studied in
conjunction with a Bible-study curriculum or by biblical scholars. Each of these two
programs covers all of the essential language development skills, including letters,
vocabulary and grammar. Although our prices are subject to change from time to time, our
language tutorial products range in price from approximately $10 to approximately $50 per
unit. In the aggregate, and for the fiscal year ended December 31, 2003, 3% of our
revenues were derived from sales of these products.

| | PRODUCT
DEVELOPMENT
| | -------------------

We are committed to the ongoing
development of our existing software products as well as development of new software
products. Our product development team consists of a combination of full-time employees as
well as full and part-time independent contractors, a team of which is located in the
former Soviet Union and several others which are located in the United States. Our use of
outside contractors enables us to scale up and down as necessary, and maximize the
productivity of our development budget. We recently opened a development office in
Naperville, Illinois.

| | OUR
MARKET
| | ----------

According to a Gallup poll released
in March 2004, 49.4% of Americans identified themselves as Protestant, while 23.7%
identified themselves as Catholic, and 9.1% identified themselves as Other
Christian. More than 60% of Americans say that religion is very important to them in
their own lives, and another 24% say that religion is fairly important in their lives,
according to the same survey. A survey released in July 2003 by the Christian
Booksellers Association (CBA) indicated that Christian-product sales for
the year 2002 were $4.2 billion. The survey also revealed that $2.4 billion of the $4.2
billion total was sold through Christian retail, with $1.1 billion sold through general
retail, and $725 million sold direct-to-consumer, and through ministry sales channels. The
3,500-store CBA segment includes several different chains, Family Christian Stores being
the largest with 325 stores. We believe that the growth in religious sales has been, and
is currently being driven in part by the increased spending power of churchgoers
generally and recently by heightened media exposure that resulted from the release of the
major motion picture, The Passion of the Christ®.

4

As religious retailing increases,
secular stores are offering more religious products as evidenced by the $1.1 billion sales
figure in 2002 as reported by the CBA.

| | ACQUISITION
STRATEGY
| | --------------------

Our development strategy includes the
pursuit of acquisition and related strategic growth opportunities involving other
companies that sell Christian-related merchandise and services. Although we have no
current intentions or plans to do so, we have not ruled out the pursuit of transactional
opportunities in areas outside of these as well.

As part of our acquisition strategy,
we may acquire businesses that (i) only recently commenced operations, (ii) are
development-stage enterprises in need of additional funds to expand into new products or
markets, or (iii) are established businesses that may be experiencing financial or
operating difficulties and need additional capital. We may also pursue opportunities to
acquire assets of other companies and establish wholly owned subsidiaries in various
businesses or purchase existing businesses as subsidiaries.

Because acquisition and related
opportunities may occur in relation to businesses at various stages of development, the
task of comparative investigation and analysis of such business opportunities is likely to
be extremely difficult and complex. We are also likely to incur significant legal and
accounting costs in connection with our pursuit of such opportunities, including the legal
fees for preparing acquisition documentation, due diligence investigation costs, and the
costs of preparing reports and filings with the Securities and Exchange Commission.

| | LICENSING
STRATEGY
| | ------------------

Our development strategy includes the
pursuit of intellectual property licensing opportunities with respect to individual
software titles that are strategically aligned with our existing product line and focus.
In addition, we may acquire intellectual property licenses in the future for products
outside of our current area of focus.

| | MARKETING
AND SALES
| | -------------------

| | Direct
Marketing / Online Sales
| | -------------------------------

Direct sales accounted for about 60%
of our 2003 fiscal year revenue. Over the past two years, we have devoted significant and
increasing resources to the development of our direct-marketing program. Through this
program, we market our products directly to consumers through a combination of
direct-mailings and opt-in e-mailings of our product title catalogs and brochures. An
important aspect of this initiative is our online sales. Although we are in the process of
developing a full-service online store with many of the kinds of features and capabilities
that online shoppers have come to expect from cutting-edge Internet retailers, we are
currently marketing our products online through each of our www.quickverse.com,
www.parsonschurch.com, and www.memplushome.com Internet websites. We anticipate online
orders will continue to increase as we expand our software product base and enhance our
marketing efforts in this area.

5

| | Retail
Sales
| | ------------

Retail sales accounted for about 40%
of our 2003 fiscal year revenue. Our retail sales involve thousands of retail stores
across the United States through which our products are sold, many of which are members of
the Christian Booksellers Association (CBA). These stores vary from
small, family-owned Christian bookstores to large chain bookstores such as LifeWay
Christian Stores, Family Christian Stores and Berean Christian Stores. We face the
continuing challenge of reaching these stores on a consistent basis to keep them informed
of new releases, promotional offers, etc. In addition to advertising in trade publications
and maintaining visibility at CBA trade shows and events, we believe that it is critical
to be in direct personal contact with each customer routinely in order to maintain or
increase our market position. Towards that end, our sales representatives are expected to
contact each of our customers as well as each of the independent stores that are not yet
our customers regularly and present them with the latest in our products and promotions.
We believe our personalized approach to marketing provides us with an edge over our
competition, which we believe rely predominantly on advertising to maintain and develop
their relations with CBA customers.

In the secular retail market, which
includes chains such as Best Buy, CompUSA, and OfficeMax, we continue to be a top seller
of Bible study software and we are developing additional product offerings and promotions
to grow our market share.

We also currently sell to
distributors and retailers in Canada, New Zealand, Australia, Malaysia, Philippines, South
Korea, Hong Kong, the United Kingdom, and Singapore. These distributors and retailers, in
turn, sell our products into both Christian and large, secular retail outlets that sell
off-the-shelf consumer software packages.

| | Fulfillment
| | -----------

We currently fulfill all of our
direct-to-consumer sales out of our warehouse located in Omaha, Nebraska and a third-party
fulfillment company, also located in Omaha, Nebraska, fulfills our boxed retail sales.

| | SIGNIFICANT
CUSTOMERS AND SUPPLIERS
| | -----------------------------------

During the years ended December 31,
2003 and 2002, we had no major customers that individually accounted for 10% or more of
the annual sales. As we introduce new and enhanced software titles into the market, we
anticipate our sales to a single customer, as a percentage of gross consolidated revenue,
will continue to remain below 10%.

Also for the years ended December 31,
2003 and 2002, product and material purchases from MicroBytes, Inc. accounted for 27% and
12%, respectively, Midlands Packaging Corporation accounted for 26% and 10%, respectively,
Cedar Graphics accounted for 10% and 33%, respectively, Ritek Global Media accounted for
6% and 16%, respectively, and Mira Printing Company accounted for 2% and 14%,
respectively, of the total product and material purchases made by us.

| | REGULATION
| | ----------

We are not currently subject to
direct regulation by any government agency, other than regulations applicable to
businesses generally.

6

| | COMPETITION
| | -----------

The market for our products is
rapidly evolving and highly competitive. We face competition from other software
publishers, all of which generally sell through the same combination of channels that we
do, including chain store, secular, Christian Booksellers Association
(CBA), direct and online sales. Specifically, we currently compete with Logos
Research Systems, Inc., Biblesoft, Inc., Thomas Nelson, Inc., Tyndale Publishers and
WordSearch Bible Publishers among others. Although we are among the market leaders in our
primary product categories, some of our competitors have longer operating histories,
larger customer bases and greater financial, marketing, service, support, technical and
other resources than us. Moreover, we believe that competition from new entrants will
increase as the market for religious products and services expands.

| | EMPLOYEES
| | ---------

As of the filing of this report, we
have twenty-six full-time employees and one part-time employee. Of those 26, four are part
of the senior-level executive and financial management team, four are in the product
development team, six are on the sales team, and twelve are in fulfillment,
administration, and related support positions. The Company has current intentions of
hiring three additional full-time members to its software development team in the near
term. For the fiscal year ended December 31, 2003, the Companys annual payroll was
$1,062,877, equivalent to 22% of gross revenues. In addition, we have engaged the services
of several consulting firms who are working full or part-time for us in the area of
product development and marketing.

We rely heavily on our current
officers and directors in operating the business. We are not subject to any collective
bargaining agreements and believe that our relationships with our employees are good.

# Item 2. Description of
Property.

Our principal executive offices are
located at 11204 Davenport Street, Suite 100, Omaha, Nebraska. This space, which is also
used for distribution, is a leased 6,500 square foot facility that is nearing the third
year of its 5 year lease term. Three of the Companys full-time employees work in
home offices located in Cedar Rapids, Iowa, and another two employees work in an 880
square foot development office we maintain in Naperville, Illinois.

# Item 3. Legal
Proceedings.

As of the date of this report, there
were no pending material legal proceedings to which we were a party and we were not aware
that any were contemplated. There can be no assurance, however, that we will not be made a
party to litigation in the future. Moreover, there can be no assurance that our insurance
coverage will prove adequate to cover all liabilities arising out of any claims that may
be initiated against us in the future. Any finding of liability imposed against us coupled
with a lack of corresponding insurance coverage is likely to have an adverse effect on our
business, financial condition, and operating results.

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

No matters were submitted to a vote
of security holders during the annual period ending December 31, 2003.

7

# PART II

# Item 5. Market for
Common Equity, Related Stockholder Matters and Small Business issuer Purchases of Equity Securities.

| | RECENT
SALES OF UNREGISTERED SECURITIES
| | ---------------------------------------

None.

| | MARKET
INFORMATION
| | ------------------

Our Common Stock is traded on the OTC
Bulletin Board, a service provided by the NASDAQ Stock Market Inc., under the symbol,
FIND.

The following table sets forth for
the periods indicated the high and low bid prices for our common stock as reported each
quarterly period within the last two fiscal years on the OTC Bulletin Board, and as
obtained from BigCharts.com. The prices are inter-dealer prices, do not include retail
mark-up, markdown or commission and may not necessarily represent actual transactions.

# Common Stock

|2002           | High         | Low          
|-------------- | ------------ | -------------
|First Quarter  | $       0.04 | $       0.025
|Second Quarter | $       0.08 | $       0.021
|Third Quarter  | $       0.07 | $       0.020
|Fourth Quarter | $       0.03 | $       0.015

|2003           | High         | Low          
|-------------- | ------------ | -------------
|First Quarter  | $       0.02 | $       0.022
|Second Quarter | $       0.08 | $       0.022
|Third Quarter  | $       0.07 | $       0.015
|Fourth Quarter | $       0.04 | $       0.025

| | SHAREHOLDERS
| | ------------

As of March 30, 2004, there were
approximately 800 holders of record of our common stock, with any shares held by persons
or companies in street or nominee name counted only under such street or nominee name.

| | DIVIDENDS
| | ---------

During the last two years, no
dividends have been paid on our common stock and we do not anticipate paying any dividends
in the foreseeable future. Although it is our intention to utilize all available funds for
the development of our business, no restrictions are in place that would limit or restrict
our ability to pay dividends.

8

| | SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
| | ------------------------------------------------------------------

# EQUITY COMPENSATION
PLAN INFORMATION

|                                                   | Number of
securities to
be issued upon
exercise of
outstanding
options
and rights
(a) | Weighted-average
exercise price of
outstanding
options and rights
(b) | Number of
Securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)
|-------------------------------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security     |                                                                                       |                                                                       |                                                                                                                                                
|holders                                            | 3,290,283                                                                             | $0.2906                                                               | 5,709,717                                                                                                                                      
|Equity compensation plans not approved by security
|holders                                            | --                                                                                    | --                                                                    | --                                                                                                                                             
|Total                                              | 3,290,283                                                                             | $0.2906                                                               | 5,709,717                                                                                                                                      

Item 6. Managements
Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be
read together with the consolidated financial statements of Findex.com, Inc. for the
period ended December 31, 2003 and the notes to the consolidated financial statements.

Certain information included herein
contains statements that constitute forward-looking statements containing
certain risks and uncertainties. Readers are referred to the cautionary statement at the
beginning of this report, which addresses forward-looking statements made by us.

| | Critical
Accounting Policies
| | ----------------------------

Our critical accounting policies,
including the assumptions and judgments underlying them, are disclosed in the Notes to the
Financial Statements. We have consistently applied these policies in all material
respects. These policies primarily address matters of expense recognition and revenue
recognition. Management does not believe that our operations to date have involved
uncertainty of accounting treatment, subjective judgment, or estimates, to any significant
degree.

| | RESULTS
OF OPERATIONS
| | ---------------------

Our software products are highly
seasonal. More than 50% of our annual sales are expected to occur in the five months of
September through January; the five months of April through August are generally our
weakest, generating only about 33% of our annual sales.

9

During the year of 2003, the Company
had several non-recurring items totaling approximately $1,390,000 take place. In the
second quarter of 2003, the Company had a one-time, non-recurring reversal of accrued
royalties of approximately $584,000. We also had a write down of obsolete inventory
approximating $32,000 during the first quarter and approximating $29,000 during the third
quarter of 2003. Finally, during the fourth quarter of 2003, we wrote off a note payable
approximating $650,000 and the interest associated with the note approximating $217,000.
These non-recurring items totaling approximately $1,390,000 had no effect on the cash flow
statement. Our net income increased approximately $1,625,000 from a net income of
approximately $217,000 for the twelve months ended December 31, 2002 to a net income of
approximately $1,842,000 for the twelve months ended December 31, 2003. By excluding our
interest, taxes, depreciation, and amortization from net income, our EBITDA increased
approximately $1,486,000 from EBITDA earnings of approximately $498,000 for the twelve
months ended December 31, 2002 to EBITDA earnings of approximately $1,984,000 for the
twelve months ended December 31, 2003. These net income and EBITDA results include the
non-recurring items noted above. Net of the non-recurring items, our net income increased
approximately $235,000 from a net income of approximately $217,000 for the twelve months
ended December 31, 2002 to a net income of approximately $452,000 for the twelve months
ended December 31, 2003, and our EBITDA increased approximately $96,000 from an EBITDA
earnings of approximately $498,000 for the twelve months ended December 31, 2002 to EBITDA
earnings of approximately $594,000 for the twelve months ended December 31, 2003.

Non-cash expenses relating to common
shares issued for services decreased by approximately $116,000. For the year ended
December 31, 2003, we recognized expenses of approximately $10,000 relating to 250,000
common shares issued to an employee as a signing bonus, $27,000 relating to 600,000 common
shares issued to the outside board of directors as compensation for their services, $6,750
relating to 150,000 common shares issued to individuals for program development services,
and $9,000 relating to 200,000 common shares issued to an individual for corporate writing
services. For the year ended December 31, 2002, we recognized expenses of approximately
$169,000 relating to common shares issued for services. Overall, interest expense for the
year ended December 31, 2003 decreased significantly compared to the year ended December
31, 2002. This is due to the Company reducing its payroll liability by continuously
meeting its scheduled payments. Furthermore, the note liabilities interest was reduced due
to the write off of the note payable. Amortization expense for the year ended December 31,
2003 also decreased significantly compared to the year ended December 31, 2002. This is a
result of a tentative settlement agreement with TLC, which extended the life of the
license from 10 years to 50 years, and from the final settlement with TLC, which then
extended the life of the license indefinitely.

| | Revenues
| | --------

We recognize software revenue net of
estimated returns and allowances for returns, price discounts and rebates, upon shipment
of product, which is when title passes, provided that collection of the resulting
receivable is probable and we have no significant obligations. Revenue from inventory out
on consignment is recognized when the consignee sells the product. Revenue associated with
advance payments from customers is deferred until products are shipped. Revenue for
software distributed electronically via the Internet is recognized upon delivery.

Product return reserves are based
upon a percentage of total retail and direct sales for the period and may increase or
decrease as actual returns are processed. Product returns or price protection concessions
that exceed our reserves could materially adversely affect our business and operating
results and could increase the magnitude of quarterly fluctuations in our operating and
financial results. See Risk Factors  Product returns that exceed our
anticipated reserves could result in worse than expected operating results. Product
returns from distributors and Christian bookstores are allowed primarily in exchange for
new products or for credit towards purchases as part of a stock-balancing program. These
returns are subject to certain limitations that may exist in the contract that we have
with them. Under certain circumstances, such as termination or when a product is
defective, distributors and bookstores could receive a cash refund if returns exceed
amounts owed. Returns from sales made directly to the consumer are accepted within 45 days
of purchase and are issued a cash refund.

10

Software products are sold
separately, without future performance such as upgrades or maintenance, and are sold with
post contract customer support (PCS) services, customer service and technical support
assistance. In connection with the sale of certain products, we provide a limited amount
of free technical support assistance to our customers. We do not defer the recognition of
revenue associated with sales of these products, since the cost of providing this free
technical support is insignificant. We accrue the estimated associated costs of providing
this free support upon product shipment. We also offer several plans under which customers
are charged for technical support assistance. For plans where we collect fees in advance,
we recognize revenue over the period of service, which is generally one year.

Shipping and handling costs in
connection with our software products are expensed as incurred and included in cost of
goods sold.

Gross revenues increased
approximately $476,000 from approximately $4,312,000 for the year ended December 31, 2002
to approximately $4,788,000 for the year ended December 31, 2003. Such increase is due to
the Companys release of an enhanced version of our flagship product,
QuickVerse®, during the fourth quarter of 2003. The Company had initiated a
marketing plan during the second quarter of 2003 that allowed customers to pre-order their
QuickVerse® 8.0 by placing a deposit with the Company. All deposits were
recognized as revenue when the product shipped in late December 2003 and is included in
the numbers stated above. In addition to the QuickVerse® release, there were several
other new product releases in the year of 2003. However, the retail value of the products
ranged from $19.95 to $39.95 compared to $99.95 to $299.95 for the
QuickVerse® and Membership Plus® titles. In May 2002, we
released Membership Plus® version 7.0, in October 2002, we released Fund
Accounting Plus®, and in December 2002, we released
QuickVerse® PDA for Palm® OS hand-held devices. During the
years of 2002 and 2003, our sales efforts were focused on targeting the end user through
telemarketing and Internet sales. These efforts resulted in more consistent sales during
the two years. Sales into the retail market (both CBA and secular) continue to increase;
however, they are not back to the levels of pre-recession periods of 1999 and 2000.

Sales returns and allowances
increased approximately $15,000 from approximately $376,000 for the year ended December
31, 2002 to approximately $391,000 for the year ended December 31, 2003 and slightly
decreased as a percentage of gross sales from approximately 9% for the year ended December
31, 2002 to approximately 8% for the year ended December 31, 2003. The decrease in sales
returns and allowances as a percentage is attributable to our focused sales efforts to the
end user and our decreased presence in the retail market. Incidents of return are lower
for sales direct to the end user than sales into the retail stores.

| | Cost
of Sales
| | -------------

Cost of sales consists primarily of
royalties to third party providers of intellectual property and the direct costs and
manufacturing overhead required to reproduce, package and ship the software products, and
the amortized software development costs. The direct costs and manufacturing overhead
increased from 11.1% of gross revenues in 2002 to 15.1% of gross revenues in 2003. The
increase resulted directly from amortization of software development costs. We only had
three new software releases during the year ended December 31, 2002 of which one release
was in late December 2002, resulting in very little amortization for 2002. The
amortization recognized during the twelve months ended December 31, 2003 resulted from
several new software releases in 2003 and the continued amortization of those products
released in 2002. Furthermore, the amortization increase corresponds with the December
release of QuickVerse® 8.0. The direct costs and manufacturing overhead
percentage is expected to continue at the 2003 levels as working capital remains more
consistent and as more development projects are implemented. Royalties to third party
providers of intellectual property also increased from 3.7% of gross revenues in 2002 to
5.5% of gross revenues in 2003. The increase of royalties reflects the release of the
QuickVerse® PDA editions in late December 2002 and June 2003, and the
shipment of 25,000 units of QuickVerse®7 Essentials into secular retail in
the first and second quarters of 2003. Overall, our royalties have decreased compared to
prior years due to the focus on selling product upgrades and non-royalty titles. Upgrade
sales, e.g. from QuickVerse® version 7 to QuickVerse®
version 8, are subject to royalties only on the content additions of the upgraded version.
The royalty rate as a percentage of gross sales is expected to increase in the future as
the new QuickVerse® 8.0 is released into the retail market. Upgrade sales
will continue to be subject to royalties only on content additions and sales to new users
are expected to increase significantly.

11

Software development costs,
consisting primarily of direct and indirect labor and related overhead charges,
capitalized during the twelve months ended December 31, 2002 and 2003 were approximately
$397,000 and approximately $659,000, respectively. Accumulated amortization of these
development costs included in cost of sales totaled approximately $117,000 and
approximately $355,000 for the twelve months ended December 31, 2002 and 2003,
respectively. The increase in both the capitalization and amortization is a direct result
of the increase in the number of development projects.

|                                              | Twelve Months Ended
December 31,
2002                 2003
|--------------------------------------------- | ----------------------------------------------------------
|Beginning balance                             | $           --                                            
|Capitalized                                   | 397,185                                                   
|Amortized (cost of sales)                     | 116,683                                                   
|                                              |                                                           
|Ending balance                                | $280,502                                                  
|                                              |                                                           
|Research and development expense (General and
|administrative)                               | $  51,668                                                 
|                                              |                                                           

| | Sales,
General And Administrative
| | ---------------------------------

Operating expenses for 2003 include
approximately $53,000 in non-cash expenses related to common stock issued for services
compared with approximately $169,000 for 2002. Although gross revenues increased
approximately $476,000 from 2002 to 2003, sales expenses increased only approximately
$2,000 from approximately $811,000 for 2002 to approximately $813,000 for 2003. Included
in Sales expenses, Commissions to a third-party telemarketing firm increased approximately
$106,000 as our sales focus to the direct consumer increased along with the number of new
and enhanced product releases during 2003 compared with that of 2002; Fulfillment costs
from a third-party warehouse increased approximately $23,000 as we moved our retail
fulfillment to a new outside entity with a more advanced real time inventory system;
Advertising and Rebates decreased approximately $79,000 and Marketing and Customer Service
costs decreased approximately $48,000 as our sales efforts continue to be more focused
towards the consumer instead of the retail store.

Research and development costs
include salaries and benefits of personnel and third parties conducting research and
development of software products. Software development costs expensed as research and
development (see table above) amounted to approximately $128,000 for the twelve months
ended December 31, 2003 compared to approximately $52,000 incurred for the twelve months
ended December 31, 2002. The increase in 2003 reflects development of Ministry
Notebook® 2.0, QuickVerse® PDA for both Pocket
PC® and Palm OS® operating systems, and
QuickVerse® 8.0. Research and development expenses are expected to increase
in future periods as we add new products and Versions to our product mix.

12

Personnel costs decreased
approximately $67,000 from approximately $1,163,000 for the twelve months ended December
31, 2002 to approximately $1,096,000 for the twelve months ended December 31, 2003. This
decrease is primarily from the capitalization of direct and indirect labor and related
overhead charges as software development costs (see Cost of Sales above), and
from the decrease in employee benefits costs. It is anticipated that personnel costs will
increase in future periods as operating capital is available to fund full staffing of our
product development team and expansion of the technical support and direct marketing
staff.

Legal costs increased approximately
$10,000 from an increase in consultation provided regarding our disputes with TLC and
Zondervan. It is anticipated that legal costs will continue to increase at least through
the first quarter of 2004 given that the disputes with TLC and Zondervan were finalized in
March 2004. Rent expense decreased approximately $58,000 from the consolidation of our
corporate office and our direct fulfillment into a single facility. The decrease is also
attributed to the capitalization of related overhead charges as software development costs
(see Cost of Sales above). Travel costs increased approximately $15,000 as we
increased our sales staff and our sales efforts to our retail customers as new product
lines and enhancements were introduced during 2003. Bad debt expense increased
approximately $20,000 during 2003 due to the increased amount of outstanding accounts
receivable.

We did not pursue any acquisitions
during 2002 or 2003 and, thus, did not incur any acquisition costs. We do not expect to
pursue acquisitions during 2004 but do expect future acquisition costs as we pursue our
business plan for growth by acquiring companies that are synergistic with our current
product line and customer base.

| | Nonrecurring
Items
| | ------------------

The Company wrote-off obsolete
inventory with a carried cost totaling approximately $32,000 during the quarter ended
March 31, 2003 and approximately $29,000 during the quarter ended September 30, 2003.
These have been recognized as an operating expense.

During the quarter ended June 30,
2003, the Company recorded an adjustment to the balance of accrued royalties as of
December 31, 2002 in the amount of approximately $584,000. This adjustment resulted from
an internal audit of the royalty calculations as affected by the June 30, 2001 bad debt
provision totaling $2,391,000 related to net balances owed the Company by TLC. The royalty
liabilities had been accrued based on Findex sales to TLC as originally reported. This has
been recognized as an expense recovery and included in operating expenses.

During the year ended December 31,
2003, the Company reclassified as other income  nonrecurring items proceeds totaling
$650,000, and the corresponding accrued interest payable totaling $216,516, that were
previously recorded as an unsecured note payable. The determination to reclassify the
obligation was made on the basis of the combined facts that (i) the obligation exists, if
at all, solely pursuant to an oral loan agreement made over three years ago in the State
of North Carolina with a representative of the party to whom the obligation was believed
to have been owed, (ii) no party has ever made any demand for repayment thereof despite
the fact that no payments have ever been made on the obligation, (iii) the party believed
to be owed the obligation, upon inquiry, claims no record of any such obligation, and (iv)
the State of North Carolina Statute of Limitations applicable to oral agreements, believed
to govern the continued enforceability of the obligation, has expired.

13

| | Amortization
| | ------------

Amortization of the software license
decreased approximately $124,000 from approximately $169,000 for the twelve months ended
December 31, 2002 to approximately $45,000 for the twelve months ended December 31, 2003.
During the second quarter of 2002, the Company offset the remaining unpaid installment
($1,051,785) against the carrying value of the software license in accordance with the
terms of a tentative settlement agreement with The Learning Company. In addition, the
agreement called for the extension of the estimated life of the license from 10 years to
50 years. Upon final settlement, the ownership of the Licensed Media, Programs, or
Trademarks transferred from TLC to Findex. This effectively changed the substance from an
amortizable intangible asset with a finite useful life to an unamortizable intangible
asset with an indefinite useful life. Amortization expense, determined using the
straight-line method, was calculated through the settlement date of October 20, 2003.

| | Income
Tax Benefits
| | -------------------

Our effective tax rate differs from
the statutory federal rate due to differences between income and expense recognition
prescribed by the Internal Revenue Code and Generally Accepted Accounting Principles. We
utilize different methods and useful lives for depreciating property and equipment.
Amortization of the software license agreement is on a straight-line basis over the
estimated life for financial reporting while deductible when paid for income tax purposes.
Changes in estimates (reserves) are recognized as expense for financial reporting but are
not deductible for income tax purposes.

We have recognized a net deferred tax
asset whose realization depends on generating future taxable income. Because of this
uncertainty, we have recorded a valuation allowance to offset the net deferred tax asset.
The resulting deferred tax liability reflects income taxes payable in future periods on
the net deductible differences related to the software license agreement. We currently
have net operating loss carryforwards, for income tax purposes, of approximately
$8,437,000. The carryforwards are the result of income tax losses generated in 2000
($3,269,000 expiring in 2020) and 2001 ($5,168,000 expiring in 2021). We will need to
achieve a minimum annual taxable income, before deduction of operating loss carryforwards,
of approximately $469,000 to fully utilize the current loss carryforwards. We believe this
is achievable through careful expense management and continued introduction of new
products and enhanced versions of our existing products.

Although there can be no assurance,
management expects the deductible temporary differences (reserves) to reverse sometime
beyond the next fiscal year.

# LIQUIDITY AND CAPITAL
RESOURCES

To date, Findex has funded its
purchase of the Parsons Church Division primarily through operations. Since inception, we
have raised approximately $2,250,000 in net proceeds from equity financings to fund the
acquisition and working capital needs. We have focused on fulfilling the software license
obligation and have been unable to meet our royalty and trade debt obligations. In
addition, the dispute with TLC over specific performance provisions of and payments due on
the TLC Distribution Agreement has also lead to the shortage of working capital.

As of December 31, 2003, Findex had
$802,345 in current assets, $3,747,126 in current liabilities and a retained deficit of
$7,944,278. These factors continue to create an uncertainty about our ability to continue
as a going concern. We had net income before income taxes of $1,807,932 for the year ended
December 31, 2003. Operating expenses for 2003 included approximately $53,000 in non-cash
expenses for stock issued for services (see RESULTS OF OPERATIONS above).

14

Net cash provided by operating
activities was approximately $542,000 and approximately $882,000 for the twelve months
ended December 31, 2002 and 2003, respectively. The increase in cash provided was
primarily due to an increase in sales direct to the consumer. The amount of interest paid
decreased due to the Company reducing its payroll liability by continuously meeting its
scheduled payments. The 2003 interest received and income taxes refunded result from a
1999 refund claim with the State of Nebraska.

Net cash used in investing activities
was approximately $415,000 and $714,000 for the years ended December 31, 2002 and 2003,
respectively. The increase in cash used for investing activities results form capitalizing
costs associated with software development and upgrading our website to expand our
e-commerce capability.

Net cash used by financing activities
was approximately $95,000 and approximately $65,000 for the years ended December 31, 2002
and 2003, respectively. Cash used by financing activities reflects proceeds from our
accounts receivable line of credit, payments made on debt obligations, and the 2002
payment made to Ronald Ardt for reimbursement of the original 2000 investment of Thomas
Ardt and Betty Wolfe.

On March 19, 2001, we entered into an
Accounts Receivable Financing Agreement with Alliance Financial Capital, Inc.
(AFC). Pursuant to this agreement, AFC agrees to purchase selected accounts
receivable on a discounted basis, including, without limitation, full power to collect,
compromise, sue for, assign, or in any manner enforce collection thereof. The agreement
provides for advances of 60% toward the purchase of the invoices with a credit line of
$250,000. The terms call for 40% to be held in a reserve account from the collection of
each invoice. Invoices not paid by the customer within 90 days of shipment are required to
be repurchased by us out of the reserve account. The agreement carries a 12-month term
with a minimum monthly fee equal to one half of one percent (.5%). The term renews
automatically in 12-month increments unless a written request for termination is received
by AFC at least 30 days before the renewal date. During the year ended December 31, 2003,
we transferred accounts receivable totaling $320,533 to a lender for cash advances of
$192,320. As accounts are paid, the collected funds (less the amount advanced and
appropriate fees) are disbursed to the Company. The transfer agreement includes a
repurchase requirement and, accordingly, the proceeds were accounted for as a secured
borrowing. At December 31, 2003, the balance of receivables transferred and included in
trade receivables was $34,893. The remaining secured borrowing balance of $20,936 is
included in accrued expenses.

We do not currently have adequate
funds available to fund our operations over the next twelve months. In order to maintain
the current level of operations, we will need to secure additional funding sources to meet
its operating expenses. Such funding sources may include, but are not limited to, funding
pursuant to private placements of common or convertible equities, placement of debt with
banks, private or public investors, or other lending institutions.

Although there can be no assurance,
we believe that through a combination of outside sources of capital and revenues generated
from direct-to-consumer sales, we will have sufficient sources of capital to meet our
operating needs. However, any substantial delays in receipt of or failure to obtain such
capital and delays in product releases will prevent us from operating as a going concern,
given our limited revenues and capital reserves.

# RISK FACTORS

Several of the matters discussed in
this document contain forward-looking statements that involve risks and uncertainties.
Factors associated with the forward-looking statements that could cause actual results to
differ from those projected or forecast are included in the statements below. In addition
to other information contained in this report, readers should carefully consider the
following cautionary statements and risk factors.

15

THERE IS UNCERTAINTY AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our financial  statements,  which are included in Part II, Item 7 of this annual report on Form 10-KSB,  including the
footnotes  thereto,  call into question our ability to operate as a going concern.  This  conclusion is drawn from the
fact that, as of the date of those  financial  statements,  we had a negative  current ratio and total  liabilities in
excess of total assets.  Those  factors,  as well as  uncertainty  in securing  financing  for  continued  operations,
create an  uncertainty  regarding  our ability to continue as a going  concern.  Although we have  developed  what our
management  believes to be a realistic  plan to reduce our  liabilities  through sales of new releases of our flagship
software  titles,  our  ability to continue  as a going  concern is  dependent  on the  acceptance  of the plan by our
creditor's  and the  success of the plan,  for which there can be no  assurance.  [see  Footnote  17 to the  Financial
Statements].

A CLAIM HAS BEEN MADE
AGAINST US FOR A NUMBER OF OUR COMMON SHARES EXCEEDING 50% OF OUR TOTAL CURRENT
OUTSTANDING COMMON SHARES.

In 2002, Swartz Private Equity, LLC,
an investment firm (Swartz), provided notice to us that it was making a demand
for a certain termination fee that it claimed was due under an agreement which we entered
into with them in June 2001 in connection with a contemplated private equity line
financing which never materialized. In accordance with Swartzs calculations based on
the terms of such agreement, they were owed $150,000 payable in cash or common stock
within 10 days of the termination. At the time of such notice, and had such amount been
paid in common stock, such amount would have required 3.75 million shares based on our
market trading price. Shortly thereafter, such claim rose to over 9 million shares of our
common stock based on our market trading price. In addition, and as part of the same claim
Swartz further demanded a warrant for an additional 219,127 shares of our common stock
that it claimed was due pursuant to a certain warrant that Swartz had previously been
granted by Findex in connection with its original equity line commitment and a certain
warrant anti-dilution agreement that related thereto. Although certain settlement
discussions have ensued, at this point, the prospects for settlement seem highly
uncertain. There can be no assurance that this matter will be able to be settled on terms
that will not have a direct or indirect material adverse effect on our liquidity and
financial condition. Further, if litigated, there can be no assurance that (i) the
resources devoted to defending any such claim will not have a negative impact on
Findexs ability to manage other aspects of its business, and (ii) any outcome
thereof will not have a direct or indirect material adverse effect on our liquidity and
financial condition. In either case, any result which obligates Findex to make any payment
to Swartz in the form of common shares as opposed to cash (which Findex may simply be
unable to pay) would have a dilutive effect on the shareholdings of all other Findex
shareholders, which, depending on the value attributable to such stock in any such
circumstance, could be potentially very significant.

WE HAVE EXPERIENCED, AND
MAY CONTINUE TO EXPERIENCE, REDUCED REVENUES DUE TO DELAYS IN THE INTRODUCTION ANDDISTRIBUTION
OF OUR PRODUCTS.

We cannot be certain that we will be
able to meet our planned release dates for our new software releases. If we cannot release
an important new product during the scheduled quarter, our revenues would likely be
reduced in that quarter. In the past, we have experienced significant delays in our
introduction of some new products. For instance, delays in duplication, packaging and
distribution caused our QuickVerse® Version 8.0 to begin shipping in
mid-December, long after the holiday season had been underway. As a result, we experienced
fewer sales of this product than we would have if the product had been available before
the holiday selling season began, which had a materially adverse effect on our operating
results for the 2003 fourth quarter. It is likely in the future that delays will continue
to occur and that some new products will not be released in accordance with our internal
development schedule or the expectations of public market analysts and investors.

WE ARE DELINQUENT IN THE
PAYMENT OF PAYROLL TAXES.

We are currently delinquent in the
payment of approximately $183,000 of payroll taxes, interest and assessed penalties. In
August 2002, the Internal Revenue Service filed a federal tax lien in connection with this
liability. On February 28, 2003 we entered into an installment agreement with the Internal
Revenue Service for payment of this debt. In addition to the installment payments, the
Internal Revenue Service has imposed certain conditions on us in order to continue in the
agreement, one of which requires us to remain current on all future payroll tax deposits
and reporting. There can be no assurances that we will be able to continue to meet the
conditions established by the Internal Revenue Service, and any failure to do so may
result in consequences to the Company, which could have a material adverse effect on our
financial condition and results of operations.

16

IF WE ARE UNABLE TO
COMPLETE A SIGNIFICANT EQUITY FINANCING, WE MAY BE REQUIRED TO DEFER COMPLETION OF FUTURESOFTWARE
UPDATES AND REDUCE OVERHEAD SIGNIFICANTLY.

We believe we will need to obtain
equity financing in an amount no less than $2 million within fiscal year 2004 in order to
continue our product development, increase our sales, and fund our working capital
requirements. Our ability to obtain additional equity financing will be dependent on a
number of factors including our ability to identify capable and interested investors. Some
of the factors affecting our ability to obtain such financing are to some degree outside
of our control, including for example economic conditions, potential investors
completion of due diligence, entry into definitive agreements with one or more interested
investors, and/or the effectiveness of a registration statement covering shares to be
issued and sold to investors. There can be no assurance that any such financing can be
obtained or, if obtained, that it will be available on terms favorable to us.

WE HAVE A LIMITED
OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR POTENTIAL FOR FUTURE SUCCESS.

We began to introduce our products
and services during 1999. Although we have generated significant revenue from operations
to date and have experienced a marked improvement in our overall financial condition over
the past year, we have a very limited operating history on which you can evaluate our
potential for future success. Rather than relying exclusively on historical financial
information to evaluate our Company, you should evaluate us in light of the expenses,
delays, uncertainties, and complications typically encountered by early-stage businesses,
many of which will be beyond our control. Early-stage businesses commonly face risks such
as the following:

| | o | lack
of sufficient capital;
| | - | ---------------------------

| | o | unanticipated
problems, delays, and expenses relating to product development and implementation;
| | - | ------------------------------------------------------------------------------------------------

| | o | marketing
difficulties;
| | - | -----------------------

| | o | competition;
| | - | ------------

| | o | technological
changes; and
| | - | --------------------------

| | o | uncertain
market acceptance of products and services.
| | - | -----------------------------------------------------

THE LOSS OF ANY OF OUR
KEY EXECUTIVES OR OUR FAILURE TO ATTRACT, INTEGRATE, MOTIVATE AND RETAIN ADDITIONAL KEYEMPLOYEES
COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Our success depends to a large degree
upon the skills of our senior management team and key employees and upon our ability to
identify, hire, and retain additional sales, marketing, technical, and financial
personnel. The loss of any of our key executives or the failure to attract, integrate,
motivate, and retain additional key employees could have a material adverse effect on our
business. We may be unable to retain our existing key personnel or attract and retain
additional key personnel. Competition for these personnel in the software and technology
industry is intense and identifying personnel with experience in this industry is even
more difficult.

17

PRODUCT RETURNS THAT
EXCEED OUR ANTICIPATED RESERVES COULD RESULT IN WORSE THAN EXPECTED OPERATING RESULTS.

At the time we ship our products we
establish reserves, including reserves that estimate the potential for future product
returns. Product returns or price protection concessions that exceed our reserves could
increase the magnitude of quarterly fluctuations in our operating and financial results.
Furthermore, if we incorrectly assess the creditworthiness of our wholesale customers who
take delivery of our products on credit, we could be required to significantly increase
the reserves previously established. Although, historically, actual returns have been
within managements prior estimates, we cannot be certain that any future write-offs
exceeding reserves will not occur or that amounts written off will not have a material
adverse effect on our results of operations.

FLUCTUATIONS IN OPERATING
RESULTS MAY RESULT IN UNEXPECTED REDUCTIONS IN REVENUE AND STOCK PRICE VOLATILITY.

We operate in an industry that is
subject to significant fluctuations in operating results from quarter to quarter, which
may lead to unexpected reductions in revenues and stock price volatility. Factors that may
influence our quarterly operating results include:

| | o | the
introduction or enhancement of software products and technology by us and our competitors;
| | - | ----------------------------------------------------------------------------------------------

| | o | our
ability to produce and distribute  retail packaged  versions of our software in advance
of peak retail          selling seasons; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------

| | o | our
ability to create appealing content within our software products.
| | - | ---------------------------------------------------------------------

Additionally, a majority of the unit
sales for our products typically occurs in the quarter in which the product is introduced.
As a result, our revenues may increase significantly in a quarter in which a major product
introduction occurs and may decline in following quarters.

ERRORS OR DEFECTS IN OUR
SOFTWARE PRODUCTS MAY CAUSE A LOSS OF MARKET ACCEPTANCE AND RESULT IN FEWER SALES OF OUR

PRODUCTS.

Our products are complex and may
contain undetected errors or defects when first introduced or as new versions are
released. In the past, we have discovered software errors in some of our new products and
enhancements after their introduction into the market. Because our products are complex,
we anticipate that software errors and defects will be present in new products or releases
in the future. While to date these errors have not been material, future errors and
defects could result in adverse product reviews and a loss of, or delay in, market
acceptance of our products.

TO DEVELOP PRODUCTS THAT
CONSUMERS DESIRE, WE MUST MAKE SUBSTANTIAL INVESTMENTS IN PRODUCT DEVELOPMENT.

The Bible-study, inspirational
content, and organizational management software markets are subject to rapid technological
developments. To develop products that consumers and church and other faith-based
organizations desire, we must continually improve and enhance our existing products and
technologies and develop new products and technologies that incorporate these
technological developments. We cannot be certain that we will have the financial and
technical resources available to make these improvements. We must make these improvements
while remaining competitive in terms of performance and price. This will require us to
make substantial investments in research and development, often times well in advance of
the widespread release of the products in the market and any revenues these products may
generate.

18

OUR PROPRIETARY
TECHNOLOGY MAY NOT BE ADEQUATELY PROTECTED FROM UNAUTHORIZED USE BY OTHERS, WHICH COULD
INCREASEOUR LITIGATION COSTS AND ADVERSELY AFFECT OUR SALES.

Our ability to compete with other
Bible and inspirational content software companies depends in part upon our proprietary
technology. Unauthorized use by others of our proprietary technology could result in an
increase in competing products and a reduction in our sales. We rely on trademark, trade
secret and copyright laws to protect our technology. We cannot be certain, however, that
these precautions will provide meaningful protection from unauthorized use by others. If
we must pursue litigation in the future to enforce or otherwise protect our intellectual
property rights, or to determine the validity and scope of the proprietary rights of
others, we may not prevail and will likely make substantial expenditures and divert
valuable resources. In addition, many foreign countries laws may not protect us from
improper use of our proprietary technologies outside of the United States. We may not have
adequate remedies if our proprietary rights are breached or our trade secrets are
disclosed.

NEW INTERNET ACCESS
DEVICES MAY CHANGE THE WAY INFORMATION IS DISPLAYED REQUIRING US TO CHANGE OUR PRODUCTS.

Recent increases in the use of
internet devices to access inspirational content and the continued development of internet
devices as a medium for the delivery of network-based information, content, and services
may require us to change our products. Our success depends on our ability to understand
the method upon which our search engines operate and our ability to service new and
emerging devices to access the internet, such as browser phones, personal digital
assistants, and other wireless devices. To the extent these new Internet access devices
change the way that information is displayed to the end user or causes a change in the
medium that is searched, we may be required to revise the methodology of our products.
Although our recent Palm version products have performed well for us, we cannot predict
the impact that new devices will have on our services across the entire spectrum of
developing technologies, and any required product adaptations may result in loss of
revenue and goodwill, increased expenses, and reduced operating margins.

IF OUR PRODUCTS INFRINGE
ANY PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE BROUGHT AGAINST US THAT COULD REQUIREUS
TO PAY LARGE LEGAL EXPENSES AND JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING ONE OR
MORE OF OUR PRODUCTS.

We believe that our products do not
infringe any valid existing proprietary rights of third parties. Any infringement claims,
however, whether or not meritorious, could result in costly litigation or require us to
enter into royalty or licensing agreements. If we are found to have infringed the
proprietary rights of others, we could be required to pay damages, redesign the products
or discontinue their sale. Any of these outcomes, individually or collectively, could have
a material adverse effect on our financial condition and results of operations.

19

WE FACE ADDITIONAL RISKS
AS A RESULT OF OUR INTERNATIONAL SALES.

We currently sell through
distributors to many foreign countries and expect to continue to develop this aspect of
our business. Expanding into overseas operations may cost more than we expect. We also may
be unsuccessful in expanding our presence in international markets, and we might lose all
or part of our investment in those operations. Many of the distributors we sell to in
foreign countries are not United States companies and have no legal presence in the United
States, and we therefore face certain risks associated with doing business outside of the
United States. As we continue to expand our international sales, we will be increasingly
subject to various risks associated with international business. These risks include the
following:

| | o | compliance
 with  local  laws  and  regulatory  requirements,  as  well  as  changes  in  those
 laws  and          requirements;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | o | restrictions
on the repatriation of funds;
| | - | ------------------------------------------

| | o | overlap
of tax issues;
| | - | ----------------------

| | o | the
business and financial condition of any overseas business partners;
| | - | -----------------------------------------------------------------------

| | o | political
and economic conditions abroad; and
| | - | ---------------------------------------------

| | o | the
possibility of expropriation or  nationalization  of assets,  supply  disruptions,
 currency controls,          exchange rate fluctuations; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | o | changes
in tax laws, tariffs, and freight rates.
| | - | ------------------------------------------------

WE ARE HIGHLY UNLIKELY TO
BE PAYING ANY DIVIDEND ON OUR COMMON STOCK FOR THE FORSEEABLE FUTURE.

We do not anticipate paying dividends
on our common stock in the foreseeable future. Rather, we intend to retain earnings, if
any, for the operation and expansion of Company business.

20

# Item 7. Financial
Statements.

# INDEPENDENT
AUDITORS REPORT

# To the Board of
Directors and Stockholders of FindEx.com, Inc.:

We have audited the accompanying
consolidated balance sheets of FindEx.com, Inc. as of December 31, 2003 and 2002 and the
related consolidated statements of operations, stockholders equity and cash flows
for the years then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance
with auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
consolidated financial position of FindEx.com, Inc. as of December 31, 2003 and 2002 and
the results of its operations and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 17 to the financial statements, the Company has negative
working capital and total liabilities in excess of total assets. These factors raise
substantial doubt about the ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 17. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

Chisholm, Bierwolf &
Nilson, LLCBountiful, UT

February 13, 2004

F-1

# FindEx.com, Inc.CONSOLIDATED BALANCE
SHEETSDecember 31, 2003 and
2002

|                                                        | 2003 | 2002
|------------------------------------------------------- | ---- | ----
|ASSETS                                                  |      |     
|CURRENT ASSETS                                          |      |     
|Cash and cash equivalents                               |      |     
|Unrestricted cash                                       |      |     
|Restricted cash                                         |      |     
|                                                        |      |     
|Total cash and cash equivalents                         |      |     
|Accounts receivable, trade (Note 2)                     |      |     
|Inventories (Note 3)                                    |      |     
|Other current assets                                    |      |     
|                                                        |      |     
|TOTAL CURRENT ASSETS                                    |      |     
|                                                        |      |     
|PROPERTY AND EQUIPMENT, net (Note 4)                    |      |     
|                                                        |      |     
|OTHER ASSETS                                            |      |     
|Software license (Note 5)                               |      |     
|Capitalized software development costs, net (Note 1)    |      |     
|Other assets                                            |      |     
|                                                        |      |     
|TOTAL OTHER ASSETS                                      |      |     
|                                                        |      |     
|TOTAL ASSETS                                            |      |     
|                                                        |      |     
|LIABILITIES AND STOCKHOLDERS' EQUITY                    |      |     
|CURRENT LIABILITIES                                     |      |     
|Notes payable (Note 6)                                  |      |     
|Current maturities of long-term notes payable (Note 7)  |      |     
|Accrued royalties                                       |      |     
|Accounts payable                                        |      |     
|Rebates payable                                         |      |     
|Payroll taxes payable                                   |      |     
|Other current liabilities                               |      |     
|                                                        |      |     
|TOTAL CURRENT LIABILITIES                               |      |     
|                                                        |      |     
|LONG-TERM LIABILITIES                                   |      |     
|Long-term notes payable (Note 7)                        |      |     
|Non-current deferred taxes (Note 8)                     |      |     
|                                                        |      |     
|TOTAL LONG-TERM LIABILITIES                             |      |     
|                                                        |      |     
|STOCKHOLDERS' EQUITY (Note 9)                           |      |     
|Preferred stock, Series A, $.001 par value, 5,000,000   |      |     
|shares authorized, 11,400 shares issued and outstanding |      |     
|Preferred stock, Series B, $.001 par value, 5,000,000   |      |     
|shares authorized, 40,000 shares issued and outstanding |      |     
|Common stock, $.001 par value, 50,000,000 shares        |      |     
|authorized, 21,011,438 and 19,811,438 shares issued     |      |     
|and outstanding, respectively                           |      |     
|Paid-in capital                                         |      |     
|Retained (deficit)                                      |      |     
|                                                        |      |     
|TOTAL STOCKHOLDERS' EQUITY                              |      |     
|                                                        |      |     
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              |      |     
|                                                        |      |     

The
accompanying notes are an integral part of these financial statements.

F-2

# FindEx.com, Inc. CONSOLIDATED
STATEMENTS OF OPERATIONS

|                                         | For the Years Ended
    December 31,
|---------------------------------------- | ------------------------------------
|
|REVENUES, net of reserves and allowances |                                     
|COST OF SALES                            |                                     
|                                         |                                     
|GROSS PROFIT                             |                                     
|                                         |                                     
|OPERATING EXPENSES                       |                                     
|Sales                                    |                                     
|General and administrative               |                                     
|Nonrecurring items (Note 10 )            |                                     
|Bad debt expense                         |                                     
|Amortization expense                     |                                     
|Depreciation expense                     |                                     
|                                         |                                     
|TOTAL OPERATING EXPENSES                 |                                     
|                                         |                                     
|EARNINGS FROM OPERATIONS                 |                                     
|                                         |                                     
|OTHER INCOME (EXPENSES)                  |                                     
|Interest income                          |                                     
|Other income                             |                                     
|Nonrecurring items (Note 10 )            |                                     
|Gain (loss) on disposition of assets     |                                     
|Interest expense                         |                                     
|                                         |                                     
|NET OTHER INCOME (EXPENSES)              |                                     
|                                         |                                     
|NET INCOME BEFORE INCOME TAXES           |                                     
|INCOME TAXES (Note 8)                    |                                     
|                                         |                                     
|NET INCOME                               |                                     
|                                         |                                     
|NET EARNINGS PER SHARE (Note 11)         |                                     
|Basic                                    |                                     
|                                         |                                     
|Diluted                                  |                                     
|                                         |                                     
|WEIGHTED NUMBER OF SHARES OUTSTANDING    |                                     
|Basic                                    |                                     
|                                         |                                     
|Diluted                                  |                                     
|                                         |                                     

The
accompanying notes are an integral part of these financial statements.

F- 3

# FindEx.com, Inc.CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY

|                                                | Preferred Stock | Common Stock |   |    | 
|----------------------------------------------- | --------------- | ------------ | - | -- | 
|
|Balance, December 31, 2001                      |                 |              | $ | 11 | 
|Common stock settlement for prior cash received |                 |              |   | -- | 
|Common stock issued for services                |                 |              |   | -- | 
|Refund on stock subscription                    |                 |              |   | -- | 
|Net Income December 31, 2002                    |                 |              |   | -- | 
|                                                |                 |              |   |    | 
|Balance, December 31, 2002                      |                 |              |   | 11 | 
|Common stock issued for services                |                 |              |   | -- | 
|Net Income December 31, 2003                    |                 |              |   | -- | 
|                                                |                 |              |   |    | 
|Balance, December 31, 2003                      |                 |              | $ | 11 | 
|                                                |                 |              |   |    | 

The
accompanying notes are an integral part of these financial statements.

F- 4

# FindEx.com, Inc. CONSOLIDATED
STATEMENTS OF CASH FLOWS

|                                                                     | For the Years Ended
    December 31,
|-------------------------------------------------------------------- | ------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                 |                                     
|Cash received from customers                                         |                                     
|Cash paid to suppliers and employees                                 |                                     
|Other operating receipts                                             |                                     
|Interest paid                                                        |                                     
|Interest received                                                    |                                     
|Income taxes refunded                                                |                                     
|                                                                     |                                     
|NET CASH PROVIDED BY OPERATING ACTIVITIES                            |                                     
|                                                                     |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES                                 |                                     
|Acquisition of property, plant and equipment                         |                                     
|Proceeds from sale of property, plant and equipment                  |                                     
|Deposits (paid) refunded                                             |                                     
|Software development costs                                           |                                     
|Website development costs                                            |                                     
|                                                                     |                                     
|NET CASH (USED) BY INVESTING ACTIVITIES                              |                                     
|                                                                     |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES                                 |                                     
|Proceeds (payments) from (on) line of credit, net                    |                                     
|Payments made on long-term debt                                      |                                     
|Refund on stock subscriptions                                        |                                     
|                                                                     |                                     
|NET CASH (USED) BY FINANCING ACTIVITIES                              |                                     
|                                                                     |                                     
|NET INCREASE IN CASH AND CASH EQUIVALENTS                            |                                     
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       |                                     
|                                                                     |                                     
|CASH AND CASH EQUIVALENTS, END OF PERIOD                             |                                     
|                                                                     |                                     
|RECONCILIATION OF NET INCOME TO CASH FLOWS FROM OPERATING ACTIVITIES |                                     
|Net income                                                           |                                     
|Adjustments to reconcile net income to net cash                      |                                     
|provided by operating activities:                                    |                                     
|Depreciation & amortization                                          |                                     
|Provision for bad debts                                              |                                     
|Software development costs amortized                                 |                                     
|Stock issued for services                                            |                                     
|Non-cash non-recurring revenue                                       |                                     
|(Gain) loss on disposal of property, plant and                       |                                     
|equipment                                                            |                                     
|Change in assets and liabilities:                                    |                                     
|(Increase) decrease in accounts receivable                           |                                     
|(Increase) decrease in refundable income taxes                       |                                     
|Decrease in inventories                                              |                                     
|(Increase) decrease in prepaid expenses                              |                                     
|Increase (decrease) in accounts payable                              |                                     
|Increase in income taxes payable                                     |                                     
|(Decrease) in deferred taxes                                         |                                     
|Increase (decrease) in accrued royalties                             |                                     
|(Decrease)  in other liabilities                                     |                                     
|                                                                     |                                     
|NET CASH PROVIDED BY OPERATING ACTIVITIES                            |                                     
|                                                                     |                                     

The
accompanying notes are an integral part of these financial statements.

F-5

FindEx.com, Inc. Notes to Consolidated
Financial StatementsDecember 31, 2003 and 2002

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Organization

FindEx.com, Inc. (FindEx
or the Company) was incorporated under the laws of the State of Delaware on
December 26, 1995, as FinSource, Ltd. In April 1999, the Company merged with FINdex
Acquisition Corporation (FAC), a Delaware corporation, in a stock for stock transaction.
On April 30, 1999, the Company was acquired by EJH Entertainment, Inc. (EJH), a Nevada
corporation, in a stock for stock transaction and the name of the Company was changed to
FindEx.com, Inc. Both the merger with FAC and the acquisition by EJH were treated as
reorganization mergers with the surviving Company and accounting history being that of
FinSource (the accounting acquirer).

FindEx is a retail, wholesale and
Internet supplier of personal computer software products to business and religious
organizations and individuals around the world. In July 1999, the Company completed an
exclusive license agreement with Parsons Technology, Inc., a subsidiary of The Learning
Company (TLC), formerly Mattel (MAT) Corporation, for the Parsons Church Division of
Mattel. In so doing, FindEx obtained the exclusive right to market, sell and continue to
develop several Bible study software products. The Company develops and publishes church
and Bible study software products designed to simplify biblical research and streamline
church office tasks.

Accounting Method

The Company recognizes income and
expenses on the accrual basis of accounting.

Principles of
Consolidation

The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries after eliminations.

Use of Estimates

The preparation of consolidated
financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. Significant estimates used in the
consolidated financial statements include the estimates of (i) doubtful accounts, sales
returns, price protection and rebates, (ii) provision for income taxes and realizability
of the deferred tax assets, (iii) the life and realization of identifiable intangible
assets, and (iv) provisions for obsolete inventory. The amounts FindEx will ultimately
incur or recover could differ materially from current estimates.

Concentrations

Financial instruments that
potentially subject FindEx to concentrations of credit risk consist of cash and cash
equivalents and accounts receivable. FindEx places its cash and cash equivalents at
well-known, quality financial institutions. FindEx sells a majority of its products to
end-users through distributors, Christian bookstores, Internet and direct marketing
efforts. Although FindEx attempts to prudently manage and control accounts receivable and
performs ongoing credit evaluations in the normal course of business, the Company
generally requires no collateral on its product sales.

F-6

During the years ended December 31,
2003 and 2002, the Company had no major customers that individually accounted for 10% or
more of the annual sales.

During the years ended December 31,
2003 and 2002, five vendors provided purchases individually of 10% or more of the total
product and material purchases as follows: Vendor A accounted for 10% and 33%,
respectively, Vendor B accounted for 27% and 12%, respectively, Vendor C accounted for 26%
and 10%, respectively, Vendor D accounted for 2% and 14%, respectively, and Vendor E
accounted for 6% and 16%, respectively. Accounts payable relating to Vendors A, B, C, D,
and E were $-0- and $24,416, $39,431 and $22,097, $14,379 and $287, $-0- and $8,138, and
$3,917 and $-0-, as of December 31, 2003 and 2002 respectively.

Royalty Agreements

FindEx has entered into certain
agreements whereby it is obligated to pay royalties for content of software published.
FindEx generally pays royalties based on a percentage of sales on respective products or
on a fee per unit sold basis. The Company expenses software royalties as product costs
during the period in which the related revenues are recorded.

Cash and Cash Equivalents

FindEx considers all highly liquid
investments purchased with an original maturity of three months or less to be cash
equivalents.

Restricted Cash

Restricted cash represents cash that,
under the terms of our Accounts Receivable Financing Agreement, has been set aside for the
repurchase of invoices assigned to our lender and cash held in reserve by our merchant
banker to allow for a potential increase in credit card chargebacks from increased
consumer purchases of QuickVerse® 8. The cash held in reserve by our
merchant banker will be unrestricted when consumer sales and chargeback volumes stabilize.

Inventory

Inventory, including out on
consignment, consists primarily of software media, manuals and related packaging materials
and is recorded at the lower of cost or market value, determined on a first-in, first-out
basis.

Software Development Costs

In accordance with SFAS No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed,
software development costs are expensed as incurred until technological feasibility has
been established, at which time such costs are capitalized until the product is available
for general release to customers. Capitalized costs are then amortized on a straight-line
basis over the estimated product life, or on the ratio of current revenues to total
projected product revenues, whichever is greater. Total capitalized software development
costs were $1,017,025 and $357,539, less accumulated amortization of $432,319 and $77,037
at December 31, 2003 and 2002, respectively. Research and development costs incurred and
charged to expense were $128,159 and $51,668 for the years ended December 31, 2003 and
2002, respectively (see Note 3).

F-7

Property and Equipment

Property and equipment are recorded
at cost. Furniture, fixtures and computer equipment are depreciated over five years using
the straight-line method. Software is depreciated over three years using the straight-line
method. Expenditures for maintenance, repairs and other renewals of items are charged to
expense when incurred.

Accounting for Long-Lived
Assets

The Company reviews property and
equipment for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability is measured by
comparison of its carrying amount to future net cash flows the assets are expected to
generate. If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the asset exceeds its fair market
value. Property and equipment to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.

Intangible Assets

In accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, intangible assets with an indefinite useful life are
not amortized. Intangible assets with a finite useful life are amortized on the
straight-line method over the estimated useful lives.

Revenue Recognition

The Company recognizes software
revenue net of estimated returns and allowances for returns, price discounts and rebates,
upon shipment of product, which is when title passes, provided that collection of the
resulting receivable is probable and we have no significant obligations. Revenue from
inventory out on consignment is recognized when the consignee sells the product. Revenue
associated with advance payments from customers is deferred until products are shipped.
Revenue for software distributed electronically via the Internet is recognized upon
delivery.

Product returns from distributors and
Christian bookstores are allowed primarily in exchange for new products or for credit
towards purchases as part of a stock-balancing program. These returns are subject to
certain limitations that may exist in the contract. Under certain circumstances, such as
termination or when a product is defective, distributors and bookstores could receive a
cash refund if returns exceed amounts owed. Returns from sales made directly to the
consumer are accepted within 45 days of purchase and are issued a cash refund.

Software products are sold
separately, without future performance such as upgrades or maintenance, and are sold with
postcontract customer support (PCS) services, customer service and technical support
assistance. In connection with the sale of certain products, we provide a limited amount
of free technical support assistance to our customers. We do not defer the recognition of
revenue associated with sales of these products, since the cost of providing this free
technical support is insignificant. We accrue the estimated associated costs of providing
this free support upon product shipment. We also offer several plans under which customers
are charged for technical support assistance. For plans where we collect fees in advance,
we recognize revenue over the period of service, generally one year.

The Company maintains an allowance
for potential credit losses and an allowance for anticipated returns on products sold to
distributors, Christian bookstores, and direct customers. The allowance for sales returns
is estimated based on a calculation of forecast sales to the end-user in relation to
estimated current channel inventory levels.

F-8

Shipping and handling costs in
connection with our software products are expensed as incurred and included in cost of
goods sold.

Advertising

Advertising costs, including direct
response advertising costs, are charged to operations as incurred. The Company has
determined that direct response advertising costs are insignificant. Total advertising
costs for the years ended December 2003 and 2002 were approximately, $240,000 and
$278,000, respectively.

Stock-based Compensation

As permitted under SFAS No. 123,
Accounting for Stock-based Compensation, and amended under SFAS No. 148, Accounting for
Stock-based Compensation-Transition and Disclosure, the Company has elected to follow the
intrinsic value based method of accounting prescribed by Accounting Principles Board
Opinion (APB) No. 25, Accounting for Stock Issued to Employees, in accounting for
stock-based awards to employees (see Note 11) and, accordingly, does not recognize
compensation cost when employee stock-option grants are made at fair-market value.

Income Taxes

The Company utilizes SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of the asset and liability
method of accounting for income taxes. Under this method, deferred income taxes are
provided for the temporary differences between the financial reporting basis and the tax
basis of the Companys assets and liabilities. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.

Earnings Per Share

The Company follows SFAS 128,
Earnings Per Share, to calculate and report basic and diluted earnings per share (EPS).
Basic EPS is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS is computed by
giving effect to all dilutive potential common shares that were outstanding during the
period. For the Company, dilutive potential common shares consist of the incremental
common shares issuable upon the exercise of stock options and warrants for all periods,
convertible notes payable and the incremental common shares issuable upon the conversion
of convertible preferred stock.

In the case of a net loss, it is
assumed that no incremental shares would be issued because they would be anti-dilutive. In
addition, certain options and warrants are considered antidilutive because the exercise
prices were above the average market price during the period. Antidilutive shares are not
included in the computation of diluted earnings per share, in accordance with SFAS No.
128.

Comprehensive Income
(Loss)

The Company has adopted SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 establishes standards of reporting and
displaying comprehensive income and its components of net income and other
comprehensive income in a full set of general-purpose financial statements.
Other comprehensive income refers to revenues, expenses, gains and losses that
are not included in net income, but rather are recorded directly in stockholders
equity. The adoption of this Statement had no impact on the Companys net income or
loss or stockholders equity.

F-9

Transfer of Financial
Assets

The Company has adopted SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities. SFAS No. 140 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities and provides consistent
standards for distinguishing transfers of financial assets that are sales from transfers
that are secured borrowings. The adoption of this standard did not have a material effect
on the Companys results of operations or financial position.

Fair Value of Financial
Instruments

Unless otherwise indicated, the fair
values of all reported assets and liabilities that represent financial instruments (none
of which are held for trading purposes) approximate the carrying values of such
instruments because of the short maturity of those instruments.

Reclassifications

Certain accounts in the 2002
financial statements have been reclassified for comparative purposes to conform with the
presentation in the 2003 financial statements.

NOTE 2  ACCOUNTS
RECEIVABLE

At December 31, 2003 and 2002,
accounts receivable consisted of the following (see Note 1  Concentrations):

|                                       | 2003 | 2002
|-------------------------------------- | ---- | ----
|Trade receivables                      |      |     
|Less:  Allowance for doubtful accounts |      |     
|                                       |      |     
|                                       |      |     
|                                       |      |     

F-10

During the years ended December 31,
2003 and 2002, we transferred accounts receivable totaling $320,533 and $399,556 to a
lender for cash advances of $192,320 and $239,734, respectively. As accounts are paid, the
collected funds (less the amount advanced and appropriate fees) are disbursed to the
Company (see Note 1  Restricted Cash). The transfer agreement includes a repurchase
requirement and, accordingly, the proceeds were accounted for as a secured borrowing. At
December 31, 2003 and 2002, the balance of receivables transferred and included in trade
receivables was $34,893 and $9,804, respectively. The remaining secured borrowing balances
of $20,936 and $6,277 are included in accrued expenses at December 31, 2003 and 2002,
respectively.

NOTE 3  INVENTORIES

At December 31, 2003 and 2002,
inventories consisted of the following:

|               | 2003 | 2002
|-------------- | ---- | ----
|Raw materials  |      |     
|Finished goods |      |     
|               |      |     
|               |      |     
|               |      |     

During the year ended December 31,
2003, the Company wrote-off obsolete inventory with a carried cost totaling $60,792. These
have been recognized as an expense (see Note 10  Non-Recurring Items).

NOTE 4  PROPERTY
AND EQUIPMENT, net

At December 31, 2003 and 2002,
property and equipment consisted of the following:

|                                | 2003 | 2002
|------------------------------- | ---- | ----
|Office furniture and fixtures   |      |     
|Office equipment                |      |     
|Warehouse equipment             |      |     
|Computer software               |      |     
|Computer equipment              |      |     
|                                |      |     
|                                |      |     
|Less:  Accumulated depreciation |      |     
|                                |      |     
|                                |      |     
|                                |      |     

NOTE 5  SOFTWARE
LICENSE AGREEMENT

During the year ended December 31,
2002, the Company offset the remaining unpaid installment ($1,051,785) against the
carrying value of the software license in accordance with the terms of a tentative
settlement agreement with The Learning Company (TLC). In addition, the agreement called
for the extension of the estimated life of the license from 10 years to 50 years.
Amortization expense for 2002, determined using the straight-line method, was reduced by
approximately $112,000.

On October 20, 2003, the Company
reached settlement in a dispute with The Zondervan Corporation and The Learning Company
(TLC). The settlement provided, amongst other things, for the transfer of ownership of the
Licensed Media, Programs, or Trademarks from TLC to FindEx. This effectively changed the
substance from an amortizable intangible asset with a finite useful life to an
unamortizable intangible asset with an indefinite useful life. Amortization expense for
2003, determined using the straight-line method, was calculated through the settlement
date (see Note 18  Subsequent Events).

NOTE 6  NOTES
PAYABLE

At December 31, 2003 and 2002, notes
payable consisted of the following:

|                                                                           | 2003 | 2002
|-------------------------------------------------------------------------- | ---- | ----
|Unsecured demand note payable to a corporation, with interest at 9%        |      |     
|                                                                           |      |     
|Note payable to a corporation, due May 31, 2003, with interest compounded  |      |     
|monthly at 1.5%.  Unsecured.  Convertible at the option of the holder into |      |     
|660,000 restricted common shares                                           |      |     
|                                                                           |      |     
|Note payable to a corporation, due May 31, 2003, with interest compounded  |      |     
|monthly at 1.5%.  Unsecured.  Convertible at the option of the holder into |      |     
|660,000 restricted common shares                                           |      |     
|                                                                           |      |     
|Note payable to a corporation, due May 31, 2003, with interest compounded  |      |     
|monthly at 1.5%.  Unsecured.  Convertible at the option of the holder into |      |     
|660,000 restricted common shares                                           |      |     
|                                                                           |      |     
|                                                                           |      |     
|                                                                           |      |     

F-11

During the year ended December 31,
2003, the Company reclassified as other income  nonrecurring items (See Note 10)
proceeds totaling $650,000, and the corresponding accrued interest payable, received in
late 1999 and early 2000 that were previously recorded as an unsecured note payable.

NOTE 7  LONG-TERM
NOTES PAYABLE

At December 31, 2003 and 2002,
long-term notes payable consisted of the following:

|                                                                             | 2003 | 2002
|---------------------------------------------------------------------------- | ---- | ----
|Unsecured term note payable to a corporation due October 2004 in monthly     |      |     
|installments of $5,285, including interest at 8%                             |      |     
|                                                                             |      |     
|Term note payable to a corporation due December 2005 in monthly installments |      |     
|of $6,833, including interest at 8%.  Secured by inventory                   |      |     
|                                                                             |      |     
|                                                                             |      |     
|Less current maturities                                                      |      |     
|                                                                             |      |     
|                                                                             |      |     
|                                                                             |      |     

Principal maturities at December 31,
2003 are as follows:

|2004 |  |  | $ | 126,876 | 
|---- |  |  | - | ------- | 
|2005 |  |  |   | 73,764  | 
|     |  | 
|     |  |  | $ | 200,640 | 
|     |  | 

NOTE 8  INCOME TAXES

The provision (benefit) for taxes on income
for the years ended December 31, 2003 and 2002 consisted of the following:

|                              | 2003 | 2002
|----------------------------- | ---- | ----
|Current:                      |      |     
|Federal                       |      |     
|State                         |      |     
|                              |      |     
|                              |      |     
|                              |      |     
|Deferred:                     |      |     
|Federal                       |      |     
|State                         |      |     
|                              |      |     
|                              |      |     
|                              |      |     
|Total tax provision (benefit) |      |     
|                              |      |     

Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes.
The Companys total deferred tax liabilities, deferred tax assets, and deferred tax
asset valuation allowances at December 31, 2003 and 2002 are as follows:

F- 12

|Current Deferred Tax Assets:                     |  |  |   |            |   |   |            |  
|------------------------------------------------ |  |  | - | ---------- | - | - | ---------- | -
|Net operating loss carryforward                  |  | 
|Federal                                          |  |  | $ | 102,000    |   | $ | 102,000    |  
|State                                            |  |  |   | 24,000     |   |   | 24,000     |  
|Reserve for sales returns                        |  | 
|Federal                                          |  |  |   | 19,574     |   |   | 19,630     |  
|State                                            |  |  |   | 4,606      |   |   | 4,619      |  
|Reserve for technical support costs              |  | 
|Federal                                          |  |  |   | 12,580     |   |   | 15,251     |  
|State                                            |  |  |   | 2,960      |   |   | 3,588      |  
|Reserve for rebates payable                      |  | 
|Federal                                          |  |  |   | --         |   |   | 8,398      |  
|State                                            |  |  |   | --         |   |   | 1,976      |  
|Accrued compensation costs                       |  | 
|Federal                                          |  |  |   | 60,781     |   |   | 34,235     |  
|State                                            |  |  |   | 14,301     |   |   | 8,055      |  
|Reserve for bad debts                            |  | 
|Federal                                          |  |  |   | 6,460      |   |   | 2,720      |  
|State                                            |  |  |   | 1,520      |   |   | 640        |  
|                                                 |  |  |   |           
|                                                 |  |  |   | 248,782    |   |   | 225,112    |  
|Less valuation allowance for deferred tax assets |  |  |   | 248,782    |   |   | 225,112    |  
|                                                 |  |  |   |           
|Net Current Deferred Tax Assets                  |  |  |   | --         |   |   | --         |  
|                                                 |  |  |   |           
|Non-Current Deferred Tax Assets:                 |  | 
|Net operating loss carryforward                  |  | 
|Federal                                          |  |  | $ | 2,417,616  |   | $ | 3,132,422  |  
|State                                            |  |  |   | 721,673    |   |   | 742,937    |  
|Reorganization Costs                             |  | 
|Federal                                          |  |  |   | 11,900     |   |   | 22,100     |  
|State                                            |  |  |   | 2,800      |   |   | 5,200      |  
|Property and equipment, net                      |  | 
|Federal                                          |  |  |   | 614        |   |   | --         |  
|State                                            |  |  |   | 144        |   |   | --         |  
|State deferred tax liabilities                   |  | 
|Federal                                          |  |  |   | 68,086     |   |   | 69,618     |  
|                                                 |  |  |   |           
|                                                 |  |  |   | 3,222,833  |   |   | 3,972,277  |  
|Less valuation allowance for deferred tax assets |  |  |   | 3,222,833  |   |   | 3,972,277  |  
|                                                 |  |  |   |           
|Net Non-Current Deferred Tax Assets              |  |  |   | --         |   |   | --         |  
|                                                 |  |  |   |           
|Non-Current Deferred Tax Liabilities:            |  | 
|Software license fees                            |  | 
|Federal                                          |  |  |   | (851,074   | ) |   | (876,024   | )
|State                                            |  |  |   | (200,253   | ) |   | (203,792   | )
|Property and equipment, net                      |  | 
|Federal                                          |  |  |   | --         |   |   | (4,111     | )
|State                                            |  |  |   | --         |   |   | (967       | )
|                                                 |  |  |   |           
|Net Non-Current Deferred Tax Liability           |  |  |   | (1,051,327 | ) |   | (1,084,894 | )
|                                                 |  |  |   |           
|Net Deferred Tax Asset (Liability)               |  |  | $ | (1,051,327 | ) | $ | (1,084,894 | )
|                                                 |  |  |   |           

F-13

Those amounts have been presented in
the Companys financial statements as follows:

|Non-current deferred tax liability |  |  | $ | (1,051,327 | ) | $ | (1,084,894 | )
|---------------------------------- |  |  | - | ---------- | - | - | ---------- | -
|                                   |  |  |   |           

The valuation allowance for deferred tax
assets was decreased by $725,775 during the year ended December 31, 2003 and increased by
$192,587 during the year ended December 31, 2002.

At December 31, 2003, the Company has
available net operating loss carryforwards of approximately $8,437,000 for federal income
tax purposes that expire in 2021. The federal carryforwards resulted from losses generated
in 1996 through 2002. The company also has net operating loss carryforwards available for
state income tax purposes ranging from approximately $25,000 to approximately $841,000
that expire in 2021.

The reconciliation of income tax
computed at statutory rates of income tax benefits is as follows:

|Expense at Federal statutory rate - 34%        |  |  | $ | 614,697  |   | $ | 44,354  |  
|---------------------------------------------- |  |  | - | -------- | - | - | ------- | -
|State tax effects, net of Federal tax benefits |  |  |   | 178,721  |   |   | (41,373 | )
|Nondeductible expenses                         |  |  |   | 1,764    |   |   | 6,850   |  
|Taxable temporary differences                  |  |  |   | (3,213   | ) |   | (48,062 | )
|Deductible temporary differences               |  |  |   | (99,761  | ) |   | (95,966 | )
|Deferred tax asset valuation allowance         |  |  |   | (725,775 | ) |   | 47,672  |  
|                                               |  |  |   |         
|Income tax benefit                             |  |  | $ | (33,567  | ) | $ | (86,525 | )
|                                               |  |  |   |         

NOTE 9 
STOCKHOLDERS EQUITY

Common Stock

On March 7, 2002, pursuant to a
settlement agreement, the Company issued an additional six common shares for each common
share originally issued under the stock subscription agreement dated April 28, 2000. A
total of 2,175,000 common shares were issued under this settlement agreement. On March 27,
2002, the Company rescinded 60,000 common shares issued pursuant to this settlement
agreement after learning the original investors were unaccredited. On September 20, 2002,
the Company issued 9,000 common shares correcting an error in the March issuance.

On March 27, 2002, the Company
rescinded 10,000 common shares pursuant to the stock subscription agreement dated April
28, 2000 after learning the original investors were unaccredited. The Company returned
$25,000 plus interest at 10% to the original investors.

On April 1, 2002, the Company issued
5,891,760 restricted common shares to the employees and Board of Directors as additional
compensation pursuant to an incentive and retention bonus program. On August 7, 2002, the
Company rescinded 64,480 restricted common shares previously issued to part-time employees
under the incentive and retention bonus program. These shares were valued at $.025 per
share.

On July 23, 2002, pursuant to
settlement of an agreement with an individual for investor relations services, the Company
issued 205,000 common shares valued at $.05 per share.

On September 20, 2002, pursuant to a
settlement agreement, the Company issued an additional six common shares for each common
share originally issued in lieu of cash commission under the stock subscription agreement
dated April 28, 2000. A total of 137,250 common shares were issued under this settlement
agreement. These shares were valued at $.03 per share.

F-14

On November 15, 2002, pursuant to
settlement of an agreement with a company for consulting and valuation services, the
Company issued 296,308 common shares valued at $.03 per share.

On July 25, 2003, the Company issued
250,000 common shares to an employee as settlement of a 2002-signing bonus. These shares
were valued at $.04 per share, the value on the date the settlement was accepted by the
employee.

On July 25, 2003, the Company issued
a total of 600,000 common shares to the external Board of Directors as their annual
calendar 2003 compensation in lieu of cash payments. These shares were valued at $.045 per
share.

On July 25, 2003, the Company issued
a total of 150,000 common shares to three independent contractors as a bonus for their
performance on our software development projects. These shares were valued at $.045 per
share.

On
July 25, 2003, the Company issued a total of 200,000 common shares to an independent
contractor for past and future performance on preparing written corporate materials. These
shares were valued at $.045 per share.

Convertible Preferred
Stock (Series A)

The rights, preferences and
privileges of the preferred shareholders are as follows:

Dividends >Holders of Series A Preferred Stock
(the Preferred Stock) are entitled to receive common stock dividends of $.50 per share per
annum, in preference to any payment of cash dividends declared or paid on shares of common
stock. Dividends on Preferred Stock are fully cumulative and are payable as determined by
the Board of Directors. As of December 31, 2003, no dividends have been declared.

Liquidation Holders of Preferred Stock are
entitled to liquidation preferences over common shareholders to the extent of $10.00 per
share of Preferred Stock, plus all declared but unpaid dividends. If funds are sufficient
to make a complete distribution to the preferred shareholders, such shareholders will
share in the distribution of the Company assets on a pro rata basis in proportion to the
aggregate preferential amounts owed each shareholder. After payment has been made to the
preferred shareholders, any remaining assets and funds are to be distributed equally among
the holders of the Common Stock based upon the number of shares of the Common Stock held
by each.

Conversion Each share of Convertible Preferred
Stock shall be convertible at the option of the holder thereof, at any time prior to the
close of business on the date fixed by the Corporation for redemption or conversion of
such shares as herein provided, into fully paid and nonassessable shares of common stock
and such other securities and property as hereinafter provided, initially at the rate of
10 shares of common stock for each full share of convertible Preferred Stock.

Redemption At the election of the Board of
Directors, the Company may redeem all or part of the shares of the Preferred Stock (pro
rata based upon the total number of shares of the Preferred Stock held by each holder) by
paying in cash a sum per share equal to $10.00 plus accrued and unpaid dividends per
annum.

F-15

Voting RightsThe holder of each share of Preferred
Stock is not entitled to vote except as required by law.

Convertible Preferred
Stock (Series B)

The rights, preferences and
privileges of the preferred shareholders are as follows:

Dividends >The holders are entitled to receive
cash dividends at the rate of $1.60 per annum per share, and not more, which shall be
fully cumulative, shall accrue without interest from the date of first issuance and shall
be payable quarterly in arrears on March 15, June 15, September 15, and December 15 of
each year commencing September 15, 1999, to holders of record as they appear on the stock
books of the corporation on such record dates, not more than 60 nor less than 10 days
preceding the payment dates for such dividends, as are fixed by the Board of Directors. As
of December 31, 2003, no dividends have been declared.

Liquidation The holders are entitled to a
liquidation preference of an amount equal to the dividends accrued and unpaid, whether or
not declared, without interest, and a sum equal to $20.00 per share, and not more, before
any payment shall be made or any assets distributed to the holders of Common Stock or any
other class or series of the Corporations capital stock ranking junior as to
liquidation rights to the Convertible Preferred Stock.

ConversionEach share of convertible Preferred
Stock shall be convertible at the option of the holder thereof, at any time prior to the
close of business on the date fixed by the Corporation for redemption of such share as
herein provided, into fully paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided, initially at the rate of one (1) share of
Common Stock for each full share of Convertible Preferred Stock.

Redemption Subject to restrictions, shares of
the Series shall be redeemable at the option of the Corporation at any time at the
redemption price of $20.00 per share plus, in each case, an amount equal to the dividends
accrued and unpaid thereon to the redemption date. The Corporation may not redeem any
shares of Preferred Stock unless the current market value of the Corporations Common
Stock, as defined, immediately prior to the redemption date is not less than $18.00 per
share.

Voting RightsThe holder of each share of Preferred
Stock is not entitled to vote, except as required by law and as a class. Voting as a
class, the holders are entitled to elect one director to fill one directorship.

NOTE 10 
NONRECURRING ITEMS

APB Opinion No. 30 requires material
events or transactions that are either unusual or infrequent, but not both, to be
presented in the income statement as separate elements of income from continuing
operations.

During the year ended December 31,
2003, the Company wrote-off obsolete inventory with a carried cost totaling $60,792. This
has been recognized as an expense.

F-16

During the year ended December 31,
2003, the Company recorded an adjustment to the balance of accrued royalties in the amount
of $583,628. This adjustment resulted from an internal audit of the royalty calculations
as affected by the product sales provided by TLC during the second quarter of 2001. These
reduced sales numbers also resulted in the June 30, 2001 bad debt provision totaling
$2,391,000 from net balances owed the Company by TLC. The royalty liabilities had been
accrued based on FindEx sales to TLC as originally reported. This has been recognized as
an expense recovery and included in operating expenses.

During the year ended December 31,
2003, the Company reclassified as other income  nonrecurring items proceeds totaling
$650,000, and the corresponding accrued interest payable totaling $216,516, that were
previously recorded as an unsecured note payable. The determination to reclassify the
obligation was made on the basis of the combined facts that (i) the obligation exists, if
at all, solely pursuant to an oral loan agreement made over three years ago in the State
of North Carolina with a representative of the party to whom the obligation was believed
to have been owed, (ii) no party has ever made any demand for repayment thereof despite
the fact that no payments have ever been made on the obligation, (iii) the party believed
to be owed the obligation, upon inquiry, claims no record of any such obligation, and (iv)
the State of North Carolina Statute of Limitations applicable to oral agreements, believed
to govern the continued enforceability of the obligation, has expired.

NOTE 11  EARNINGS
PER COMMON SHARE

Earnings per common share are
computed by dividing net income by the weighted average number of common shares and common
stock equivalents outstanding during the year. Common stock equivalents are the net
additional number of shares that would be issuable upon the exercise of the outstanding
common stock options (see Note 12), assuming that the Company reinvested the proceeds to
purchase additional shares at market value.

The following table shows the amounts
used in computing earnings per share and the effect on income and the average number of
shares of dilutive potential common stock:

|For the Year Ended December 31              | 2003 | 2002
|------------------------------------------- | ---- | ----
|Net Income                                  |      |     
|Preferred stock dividends                   |      |     
|                                            |      |     
|Net income available to common shareholders |      |     
|                                            |      |     
|Basic weighted average shares outstanding   |      |     
|Dilutive effect of:                         |      |     
|Stock options                               |      |     
|Convertible notes payable                   |      |     
|Convertible Preferred Series A              |      |     
|Convertible Preferred Series B              |      |     
|Warrants                                    |      |     
|                                            |      |     
|Diluted weighted average shares outstanding |      |     
|                                            |      |     
|Earnings per share:                         |      |     
|Basic                                       |      |     
|                                            |      |     
|Diluted                                     |      |     
|                                            |      |     

A total of 4,650,283 and 4,203,450
dilutive potential securities for the years ended December 31, 2003 and 2002,
respectively, have been excluded from the computation of diluted earnings per share, as
their inclusion would be anti-dilutive.

F-17

NOTE 12 
STOCK-BASED COMPENSATION

The Stock Incentive Plan (the
Plan) authorizes the issuance of various forms of stock-based awards including
incentive and nonqualified stock options, stock appreciation rights attached to stock
options, and restricted stock awards to directors, officers and other key employees of the
Company. Stock options are granted at an exercise price as determined by the Board at the
time the Option is granted and shall not be less than the par value of such shares of
Common Stock. Stock options vest quarterly over three years and have a term of ten years.
At December 31, 2003, 5,709,717 shares were available for future issuance under the Plan.

The Company applies APB Opinion No.
25 and related interpretations in accounting for its stock options. Accordingly, no
compensation cost has been recognized for outstanding stock options. Had compensation cost
for the Companys outstanding stock options been determined based on the fair value
at the grant date (calculated using the Black-Scholes Option-Pricing Model) for those
options consistent with SFAS No. 123, the Companys net income and primary and
diluted earnings per share would have differed as reflected by the pro forma amounts
indicated below:

|                                             | 2003 | 2002
|-------------------------------------------- | ---- | ----
|Net income, as reported                      |      |     
|Pro Forma compensation charge under SFAS 123 |      |     
|Pro Forma net income                         |      |     
|Earnings per share:                          |      |     
|Basic - as reported                          |      |     
|Basic - pro forma                            |      |     
|Diluted - as reported                        |      |     
|Diluted - pro forma                          |      |     

The fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing model with the
following assumptions:

|Expected dividend yield         |  |  |  | 0    | %
|------------------------------- |  |  |  | ---- | -
|Expected stock price volatility |  |  |  | 280  | %
|Risk-free interest rate         |  |  |  | 6.00 | %

Activity under the Companys
stock option plan is summarized as follows:

|                                           |  | Outstanding Options
|------------------------------------------ |  | -------------------
|
|Balance at December 31, 2001               |  |                    
|Granted                                    |  |                    
|Exercised                                  |  |                    
|Forfeited (canceled unvested options only) |  |                    
|Canceled                                   |  |                    
|                                           |  |                    
|Balance at December 31, 2002               |  |                    
|Granted                                    |  |                    
|Exercised                                  |  |                    
|Forfeited (canceled unvested options only) |  |                    
|Canceled                                   |  |                    
|                                           |  |                    
|Balance at December 31, 2003               |  |                    
|                                           |  |                    

F-18

The following table summarizes
information about stock options outstanding at December 31, 2003.

|Outstanding Options | Exercisable Options
|------------------- | -------------------
|
|$0.00 to $1.10      |                    

NOTE 13  RENTAL AND
LEASE INFORMATION

The Company leases office
space/warehouse facilities under an operating lease with a third-party with terms
extending through 2007. The Company is responsible for all taxes, insurance and utility
expenses associated with this lease. There is no lease renewal option contained in the
lease. Rental expense for the years ended December 31, 2003 and 2002 amounted to
$51,039and $109,165, respectively. Rental expenses are included in capitalized software
development costs (See Note 1  Software Development Costs).

At December 31, 2003, the future
minimum rental payments required under this lease are as follows:

|2004 |  |  | $ | 64,191  | 
|---- |  |  | - | ------- | 
|2005 |  |  |   | 65,491  | 
|2006 |  |  |   | 65,491  | 
|2007 |  |  |   | 27,288  | 
|     |  | 
|     |  |  | $ | 222,461 | 
|     |  | 

NOTE 14 
SUPPLEMENTAL CASH FLOW INFORMATION

The Company incurred the following
non-cash investing and financing activities during the years ended December 31, 2003 and
2002, respectively:

|                                              | 2003 | 2002
|--------------------------------------------- | ---- | ----
|Common stock and warrants issued for services |      |     

NOTE 15 
COMMITMENTS AND CONTINGENCIES

The Company is subject to legal
proceedings and claims that arise in the ordinary course of its business. In the opinion
of management, the amount of ultimate liability with respect to these actions will not
materially affect the financial position of the Company.

On November 14, 2001, The Zondervan
Corporation elected to enforce a court order and served notice that we cease selling,
marketing and manufacturing all products containing their copyrighted material. We are
abiding by the court order and are no longer shipping products containing Zondervans
copyrighted material.

F-19

The Company previously reached
tentative settlement in a dispute with The Learning Company over various provisions of
several agreements, including the software license agreement (see Note 5). Disposition of
the tentative settlement was contingent upon settlement of negotiations with The Zondervan
Corporation.

In March 2004, the Company finalized
the settlement with The Zondervan Corporation and The Learning Company. The Settlement
Agreement was effective October 20, 2003 and calls for FindEx to pay Zondervan a total of
$500,000, plus 5% simple interest, in installments of $150,000, plus interest, due
November 15, 2003 and January 30, 2004 (which have been paid), and installments of
$100,000, plus interest, due April 30, 2004 and July 30, 2004.This agreement is secured by
all rights, title and interest in QuickVerse® together will all proceeds
produced by QuickVerse®. In addition, the Agreement provides for the
transfer of ownership of QuickVerse®, including; (i) the object and source
code, and (ii) patents, trademarks, trade names, etc., from TLC to FindEx.

On February 28, 2003, the Internal
Revenue Service approved the Companys request to pay back payroll taxes in monthly
installments of $10,000 through May 5, 2003. This was extended through January 5, 2004.
The monthly installments increase to $45,000 beginning February 5, 2004 and continuing
through July 5, 2004.

NOTE 16  RISKS AND
UNCERTAINTIES

The Companys future operating
results may be affected by a number of factors. The Company is dependent upon a number of
major inventory and intellectual property suppliers. If a critical supplier had
operational problems or ceased making material available to the Company, operations could
be adversely affected.

NOTE 17  GOING
CONCERN

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. The Company has
a negative current ratio and total liabilities in excess of total assets. Those factors,
as well as uncertainty in securing financing for continued operations, create an
uncertainty about the Companys ability to continue as a going concern. Management of
the Company has developed a plan to reduce its liabilities through sales of new releases
of the Companys flagship software titles. The ability of the Company to continue as
a going concern is dependent on the acceptance of the plan by the Companys creditors
and the plans success. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

NOTE 18  SUBSEQUENT
EVENTS

In March 2004, the Company entered
into an operating lease agreement with a third party for office facilities in Naperville,
Illinois. The agreement expires March 31, 2005 and carries an option to renew for one
year. The Company is responsible for all taxes, insurance and utility expenses associated
with this lease. Future minimum rental payments required under this lease are as follows:

|2004 |  |  | $ | 12,192 | 
|---- |  |  | - | ------ | 
|2005 |  |  |   | 3,850  | 
|     |  | 
|     |  |  | $ | 16,042 | 
|     |  | 

In March 2004, the Company finalized
settlement of the disputes with The Zondervan Corporation and The Learning Company. The
settlement agreement stipulated that execution was as of October 20, 2003 (see Note 15
 Commitments and Contingencies).

In April 2004, the Company committed
to issue a total of 1,519,349 common shares to executive management in lieu of cash as
payment of their 2003 accrued performance bonus.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.

Not
Applicable.

# Item 8A. Controls and
Procedures

# (a) Evaluation of
Disclosure Controls and Procedures.

Based on their most recent evaluation
of our disclosure controls and procedures, which was completed within 90 days of the
filing of this Form 10-KSB, the Companys Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934,
as amended) are effective.

# (b) Changes In
Internal Controls

# Formation of
Disclosure Controls and Procedures Officer Committee

The Disclosure Controls and
Procedures Officer Committee (the Disclosure Policy Committee) was formed in
September of 2002 and charged with the responsibility for considering the materiality of
information and determining disclosure obligations on a timely basis. The Disclosure
Policy Committee has implemented disclosure controls and procedures that meet the
standards established by the new rules. These controls and procedures will be reviewed and
adopted by the Audit Committee of our Board of Directors.

# Control and Procedures

The Disclosure Policy Committee meets
within one week of the last day of each quarter. Members are to provide information that
is documented within the Quarterly Control and Procedures Report. This report will contain
attestations and, where applicable, documentation, in regard to the following:

o The Fact that Internal Controls
Have Been Reviewed Within the Past 90 Days o Any Concerns Regarding Weaknesses in Internal
Control o Any Concerns Relating To Events that May Require Disclosure o Any Concerns
Relating To Internal Fraud/Defalcation o Potential Material Losses o New Off-Balance Sheet
Arrangements o Material Amounts Not Reflected on the General Ledger

The Quarterly Control and Procedures
Report is to be completed, signed and presented to the CEO and CFO prior to completing the
first draft of each quarterly 10-QSB and the annual 10-KSB. Because material issues may
occur between regularly scheduled quarterly meetings, this report is to be generated by
the Disclosure Policy appropriate Officers at anytime when warranted. The CEO and CFO will
consult with our Disclosure Policy Committee to determine any action that is necessary.

Other than as set forth above, there
were no significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation, including
any corrective actions with regard to significant deficiencies and/or material weaknesses.

21

# PART III

# Item 9. Directors and
Executive Officers of the Registrant.

Our directors and executive officers
and their ages as of March 2004 are as follows:

|Name                      | Age | Position                            
|------------------------- | --- | ------------------------------------
|Henry M. Washington, Ph.D | 60  | Director                            
|John A. Kuehne, CA        | 46  | Director                            
|Kirk R. Rowland, CPA      | 44  | Director and Chief Financial Officer
|William Terrill           | 47  | Chief Technology Officer            
|Britt Edwards             | 41  | Vice President, Sales               

# Steven Malone - Chairman of the Board of Directors, President and Chief Executive Officer

Mr.
          Malone has served as President and Chief Executive Officer since March 2001 and
          director and Chairman of the Board since February 2002, upon the resignation of
          our previous Chairman  Benjamin Marcovitch. Between July 2000 and March
          2001, Mr. Malone was Senior Vice President and between June 1999 and July 2000
          he was a Vice President. Mr. Malone possesses over sixteen years of experience
          in the computer industry, with the last ten focused on software sales. As a
          National Account Manager for Grolier Interactive, he was responsible for their
          largest retail and distribution accounts. As Director of Corporate Sales for
          Software Publishing Corporation (SPC), he was responsible for the on-going sales
          growth of premiere corporate products, such as the award winning Harvard
          Graphics, as well as the introduction of several new products to the corporate
          marketplace. As Director of Sales for InfoUSA, he was responsible for sales and
          marketing of InfoUSAs products to retail, distribution, OEM and corporate
          accounts.

# Henry M. Washington,
Ph.D.  Director

Dr.
          Washington has served as director since December 2000. He is presently
          President/CEO of Jamestown Plastic Molders Corporation, www.jpmold.com.
          Jamestown Plastic Molders provides design assistance, injection molding, plastic
          extrusion, assembly, tooling construction, metal fabricating, inspection,
          sequencing, and warehousing services. Prior to his current position, he had been
          Managing Director of Rilas & Rogers, LLC, an international consulting firm
          located in Detroit, since 1994. Dr. Washington held short-term assignments with
          the U.S. Department of Commerce, where he was Executive Director of the
          Departments Minority Business Opportunity Committee (MBOC). He serves on
          several discussion groups including the World Bank, USAID, and the International
          Monetary Fund. He also serves on the Board of Directors of People Aspiring for
          Hope (PATCH) and International Conference of Bishops.

22

# John A. Kuehne, CA
 Director

Mr.
          Kuehne has served as director since December 2000. He is presently a management
          consultant and President of SmallCap Corporate Partners Inc., www.smallcap.ca,
          where his focus is on corporate finance and investor communications. Mr. Kuehne
          is experienced in finance and accounting, including nine years with Deloitte
          & Touche, in Edmonton and Chicago. He also has industry experience,
          including over seven years with Doman Industries Limited, a large Canadian
          forest products company, culminating as Chief Financial Officer. At Doman
          Industries, Mr. Kuehne gained practical experience in corporate finance and
          mergers and acquisitions, completing a US $125 million senior note issue through
          Bear Stearns and the $140 million acquisition of Pacific Forest Products. Mr.
          Kuehne is also currently a director of Prospector Consolidated
          Resources,(TSX-V:PRR) and Beau Pre Explorations (TSX-V: BPD) Mr. Kuehne holds a
          Bachelor of Commerce degree from the University of Alberta and a Masters of
          Management from the highly rated J.L.Kellogg Graduate School of Management at
          Northwestern University. He qualified as a Canadian Chartered Accountant in 1983
          and as an American Certified Public Accountant in 1985.

# Kirk R. Rowland, CPA
 Chief Financial Officer

Mr.
          Rowland has served as Chief Financial Officer and director since March 2002. Mr.
          Rowland served as Vice President of Finance from March 2001 to March 2002 and as
          Director of Finance from December 1999 through March 2001. Mr. Rowland has over
          seventeen years of experience in public accounting working in a multitude of
          industries, including insurance, manufacturing, and agriculture. Most recently,
          he was a partner in a local Nebraska accounting firm. Mr. Rowland was formerly
          with KMG Main Hurdman (now KPMG Peat Marwick), an international accounting firm.

William Terrill 
Chief Technology Officer

Mr.
          Terrill rejoined Findex.com in July 2002 as Chief Technology Officer. He has
          over 25 years experience managing software divisions and technology efforts for
          Findex.com, The Learning Company, Mindscape, and The Software Toolworks. As Vice
          President of the Church Division for The Learning Company, Mr. Terrill managed a
          30% annual revenue increase and shared responsibilities spinning off the
          division to Findex.com. Mr. Terrill was the Senior Vice President Reference
          Products Division for Mindscape from 1989 to 1995 managing revenues exceeding
          $14 million. He has extensive experience managing international software
          development teams in China, Singapore, United Kingdom, India, and Russia. Mr.
          Terrill has experience with joint ventures, spin-offs, mergers, IPOs, and
          corporate acquisitions. In addition, Mr. Terrill has lead software product
          marketing teams and content/media acquisition efforts for over ten years. As a
          consultant, Mr. Terrill has extensive experience leading large-scale product
          development and information technology efforts for Ford Motor Company, Navistar,
          Nalco Chemical, American Express, Motorola, and IBM Global Services.

Britt Edwards  Vice
President of Sales

Mr.
          Edwards has served as Vice President of Sales since April 2002. Mr. Edwards
          served as director of Christian Booksellers Association (CBA) Sales from July
          1999 to April 2002. Mr. Edwards has been in the Christian Booksellers
          Association (CBA) marketplace for more than 15 years. He got his start in 1988
          with LifeWay Christian Resources as LifeWay Christian Stores retail manager. He
          then worked successfully for Genesis Marketing Group as a Sales Manager for
          Texas, Oklahoma, Louisiana and New Mexico. From there he served as a Product
          Manager, for the largest Christian Distributor Spring Arbor, which is now owned
          by Ingram Book Group. He left Spring Arbor as National Sales Manager to become
          the National Sales Manager for Parsons Technology, then owned by Broderbund.

23

# Board of Directors
Committees

There are currently two standing
committees comprised of members of our board of directors. These include the Audit
Committee and the Compensation Committee.

Since December 2000, Findex has had
an Audit Committee. The current members of our Audit Committee include John Kuehne, Dr.
Henry M. Washington, and Steven Malone. We currently have one member, John Kuehne, who is
a financial expert (as defined in Regulation 228.401(e)(1)(i)(A) of Regulation
S-B) serving on our Audit Committee. Mr. Kuehne would be considered as an
independent director under Item 7(d)(3)(iv) of Schedule 14A of the Securities
Exchange Act of 1934.

Since July 2003, there have been two
members on our board of directors standing Compensation Committee. The current members of
our Compensation Committee include Dr. Henry M. Washington and John Kuehne.

# Disclosure Policy
Committee

Since September 2002, Findex has had
a Disclosure Policy Committee. The current members of the Disclosure Policy Committee
include Steven Malone, John Kuehne, and Kirk Rowland. The Disclosure Policy Committee has
implemented disclosure controls and procedures that meet the standards established by the
new rules.

| | Code | of
Ethics
| | ---- | ---------

The Company has adopted the Code of
Ethics attached as Exhibit 14.1 to this Form 10-KSB for its senior financial officers and
the principal executive officer.

| | Compliance | with
Section 16(a)
| | ---------- | ------------------

Section 16(a) of the Exchange Act
requires the Companys directors and executive officers, and persons who own more
than ten percent of a registered class of the Companys equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of the
Companys Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by the SECs
regulations to furnish the Company with copies of all Section 16(a) forms they filed.

The following table sets for the
compliance reporting under Section 16(a) during the last fiscal year.

|                    | Number of Late Reports | Number of Transactions
Not Timely Reported | Failure to File
|------------------- | ---------------------- | ------------------------------------------ | ---------------
|Steven Malone       | 1                      | -                                          | 4              
|John A. Kuehne      | 4                      | 1                                          | 3              
|Henry M. Washington | -                      | 1                                          | 7              
|Kirk R. Rowland     | 1                      | -                                          | 5              
|William Terrill     | -                      | 2                                          | 5              
|Britt Edwards       | -                      | 1                                          | 4              

24

# Item 10. Executive
Compensation.

# Summary Compensation
Table

The following table sets forth the
total compensation paid to the Companys former Chief Executive Officer during the
last three completed fiscal years and each of the other executive officers of the Company
who received compensation of $100,000 or more during any such year. Joseph V. Szczepaniak
served as the Companys Chief Executive Officer from May, 1999 until February 28,
2001 and Steven Malone has served as the Companys President and Chief Executive
Officer since such date. William Terrill has served as the Companys Chief Technology
Officer since July 2002. Kirk Rowland has served as Chief Financial Officer and director
since March 2002. No other individuals employed by the Company received a salary and bonus
in excess of $100,000 during 2003.

|Name and Principal Position   | Year | Annual Compensation
Salary          Bonus | Long Term Compensation
Awards    
Restricted  Securities
Stock     Underlying
Awards      Options (#)
|----------------------------- | ---- | ----------------------------------------- | -----------------------------------------------------------------------------------------------------
|Joseph V. Szczepaniak         | 2003 | -0-                                       | -0-                                                                                                  
|Former Chairman &             | 2002 | -0-                                       | -0-                                                                                                  
|Chief Executive Officer       | 2001 | $  54,036                                 | -0-                                                                                                  
|Steven Malone,                | 2003 | $150,000                                  | $18,079                                                                                              
|President and Chief Executive | 2002 | $150,000                                  | $ 2,203                                                                                              
|Officer                       | 2001 | $150,000                                  | -0-                                                                                                  
|William Terrill               | 2003 | $150,000                                  | $18,079                                                                                              
|Chief Technology Officer      | 2002 | $  72,115                                 | $ 2,203                                                                                              
|                              | 2001 | -0-                                       | -0-                                                                                                  
|Kirk Rowland                  | 2003 | $  82,306                                 | $18,079                                                                                              
|Chief Financial Officer       | 2002 | $  80,000                                 | -0-                                                                                                  
|                              | 2001 | $  76,040                                 | -0-                                                                                                  

# Information Concerning
Stock Options

The Company did grant stock options
during the fiscal year ended December 31, 2003. However, no such executive exercised any
stock options during the fiscal year 2003.

Option Grants in Last Fiscal Year

|Name            | Number of Securities
Underlying Options
Granted (#) | Percent of Total
Options Granted to
Employees in Fiscal Year | Exercise
or Base
Price($/Sh) | Expiration
Date
|--------------- | --------------------------------------------------- | ------------------------------------------------------------ | ---------------------------- | ---------------
|Steven Malone   | -0-                                                 | -0-                                                          | -0-                          | -0-            
|William Terrill | 500,000                                             | 100                                                          | $0.04                        | June 6, 2012   
|Kirk Rowland    | -0-                                                 | -0-                                                          | -0-                          | -0-            

25

# Director Compensation

Pursuant to authority granted under
our Article III, Section 13 of our bylaws, non-officer directors are entitled to such
compensation as our board of directors shall determine. On July 25, 2003, the Company
resolved to issue each of its outside directors 300,000 common shares valued at $.045 per
share in lieu of cash and meeting fees, for the period January 2003 through December 2003.

# Employment Agreements

Mr.    
          Malone is employed pursuant to a three-year employment agreement, which
          commenced on July 25, 2003. The agreement provides for a base annual salary
          equal to $150,000 and an annual bonus equal to 1% of our net income. In the
          event Mr. Malone is terminated by the Company, other than for cause, the Company
          is required to pay him his then base salary until the later of (i) the
          expiration of the employment agreement or (ii) one year. Mr. Malone has agreed
          to refrain from competing with us for a period of one year following the
          termination of his employment.

Mr.    
          Terrill is employed pursuant to a three-year employment agreement, which
          commenced on June 7, 2002. The agreement provides for a base annual salary equal
          to $150,000, an annual bonus equal to 1% of our net income, 500,000 stock
          options upon his start date at an exercise price of $0.05 per share, and an
          additional 500,000 stock options upon the one year anniversary of his start date
          based on performance criteria outlined in a separate agreement. The agreement
          also included a signing cash bonus of $10,000, which was converted on July 25,
          2003 into 250,000 common shares at the market price of $0.04 per share, the
          value on the date the settlement was accepted. In the event Mr. Terrill is
          terminated by the Company, other than for cause, the Company is required to pay
          him his then base salary until the later of (i) the expiration of the employment
          agreement or (ii) one year. Mr. Terrill has agreed to refrain from competing
          with us for a period of one year following the termination of his employment.

Mr.    
          Rowland is employed pursuant to a two-year employment agreement, which commenced
          on July 25, 2003. The agreement provides for a base annual salary equal to
          $110,000 and an annual bonus equal to 1% of our net income. In the event Mr.
          Rowland is terminated by the Company, other than for cause, the Company is
          required to pay him his then base salary until the later of (i) the expiration
          of the employment agreement or (ii) one year. Mr. Rowland has agreed to refrain
          from competing with us for a period of one year following the termination of his
          employment.

# Item 11. Security
Ownership of Certain Beneficial Owners and Management.

| | The
table below sets forth information regarding the beneficial ownership of our common stock
as of March 30, 2004. The information in this table provides the ownership information
for:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

o each person known by us to be the
beneficial owner of more than 5% of our Common Stock; o each of our directors and
executive officers; and o all of our directors and executive officers as a group.

Beneficial ownership has been
determined in accordance with the rules and regulations of the SEC and includes voting or
investment power with respect to the Common Stock and those rights to acquire additional
shares within sixty days. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares of common stock
indicated as beneficially owned by them, except to the extent such power may be shared
with a spouse. Common stock beneficially owned and percentage ownership are based on
21,011,438 shares of common stock currently outstanding (reflects the 1-for-40 reverse
stock-split of our common stock that occurred on April 9, 1999) and 3,927,349 additional
shares potentially acquired within sixty days. The address of each person listed is in
care of Findex.com, Inc., 11204 Davenport Street, Suite 100, Omaha, Nebraska 68154.

26

|Name of Beneficial Owner   | Amount and Nature of
Beneficial Owner | Percent of
Class
|-------------------------- | ------------------------------------- | ----------------
|Steven Malone              | 2,376,111                             | 9.5%            
|Henry M. Washington        | 1,650,000                             | 6.6%            
|John A. Kuehne             | 1,650,000                             | 6.6%            
|Kirk R. Rowland            | 1,894,111                             | 7.6%            
|William Terrill            | 1,751,127                             | 7.0%            
|All officers and directors | 9,321,349                             | 37.3%           
|as a group (5 persons)    

| | (1) | Consists of stock options to acquire up to 425,000 shares of common stock,
          350,000 of which are presently exercisable and 1,809,111 common shares directly
          owned and stock options to acquire up to 58,000 shares of common stock 45,500 of
          which are presently exercisable and 84,000 common shares indirectly owned
          through spouse.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Consists of stock options to acquire up to 350,000 shares of common stock, all
          of which are presently exercisable and 1,300,000 common shares directly owned.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consists of stock options to acquire up to 225,000 shares of common stock,
          172,917 of which are presently exercisable and 1,669,111 common shares directly
          owned.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Consists of stock options to acquire up to 1,000,000 shares of common stock, all
          of which are presently exercisable, and 751,127 common shares directly owned.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 12. Certain
Relationships and Related Transactions.

There are no related party
transactions to be reported.

# Item 13. Exhibits, List
and Reports on Form 8-K.

# (a) Exhibits

No.        Description of Exhibit

| | 2.1
     Share Exchange  Agreement  between  Findex.com,  Inc. and the shareholders of Reagan
Holdings,  Inc. dated          March 07, 2000, incorporated by reference to Exhibit 2.1
on Form 8-K filed March 15, 2000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.1
     Articles of  Incorporation  of  Findex.com,  Inc.,  incorporated  by  reference to
Exhibit 3.1 on Form 8-K          filed March 15, 2000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.2
     By-Laws of Findex.com, Inc., incorporated by reference to Exhibit 3.2 on Form 8-K
filed March 15, 2000.
| | ----------------------------------------------------------------------------------------------------------------

27

| | 10.1
    Share Exchange  Agreement  between  Findex.com,  Inc. and the  shareholders of Reagan
Holdings Inc., dated          March 07, 2000, incorporated by reference to Exhibit 2.1 on
Form 8-K filed March 15, 2000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2
    License  Agreement  between  Findex.com,  Inc. and Parsons  Technology,  Inc.  dated
June 30, 1999.  FILED          HEREWITH.
| | --------------------------------------------------------------------------------------------------------------------------------------

| | 10.3
    Employment Agreement between Findex.com, Inc. and Steven Malone dated July 25, 2003.
 FILED HEREWITH.
| | --------------------------------------------------------------------------------------------------------------

| | 10.4
    Employment Agreement between Findex.com, Inc. and Kirk Rowland dated July 25, 2003.
 FILED HERWEWITH.
| | --------------------------------------------------------------------------------------------------------------

| | 10.5
    Employment Agreement between Findex.com, Inc. and William Terrill dated June 7, 2002.
 FILED HEREWITH.
| | ---------------------------------------------------------------------------------------------------------------

| | 10.6
    Restricted  Stock  Compensation  Agreement  between  Findex.com,  Inc.  and John A.
Kuehne  dated July 25,          2003.  FILED HEREWITH.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.7
    Restricted Stock Compensation  Agreement between  Findex.com,  Inc. and Henry M.
Washington dated July 25,          2003.  FILED HEREWITH.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8
    Restricted  Stock  Compensation  Agreement  between  Findex.com,  Inc. and William
 Terrill dated July 25,          2003.  FILED HEREWITH.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 14.1
    Code of Ethics, adopted by Board of Directors March 30, 2004.  FILED HEREWITH.
| | ---------------------------------------------------------------------------------------

| | 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 April 14, 2004. FILED HEREWITH.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 31.2
    Certification of Findex.com,  Inc. Chief Financial  Officer,  Kirk Rowland,  required
by Rule 13a-14(a) or          Rule 15d-14(a), and dated April 14, 2004. FILED HEREWITH.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1
    Certification of Findex.com,  Inc. Chief Executive Officer,  Steven Malone,  required
by Rule 13a-14(a) or          Rule  15d-14(a)  and Section  1350 of Chapter 63 of Title
18 of the United  States Code (18 U.S.C.  1350),          and dated April 14, 2004.
 FILED HEREWITH.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.2
    Certification of Findex.com,  Inc. Chief Financial  Officer,  Kirk Rowland,  required
by Rule 13a-14(a) or          Rule  15d-14(a)  and Section  1350 of Chapter 63 of Title
18 of the United  States Code (18 U.S.C.  1350),          and dated April 14, 2004.
 FILED HEREWITH.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          Reports on Form 8-K and Form 8-K/A filed during the three months ended
          December 31, 2003:

None.

28

# Item 14. Principal
Accountant Fees and Services

Summarized below is the aggregate
amount of various professional fees billed by our principal accountants with respect to
our last two fiscal years:

|                                           | 2003                 | 2002      
|------------------------------------------ | -------------------- | ----------
|Audit fees                                 | $       14.32$14,550 |           
|Audit-related fees                         | $       --           | $       --
|Tax fees                                   | $       --           | $       --
|All other fees                             | $       --           | $       --
|All other fees, including tax consultation | $       --           | $       --
|and preparation                           

All audit fees are approved by our audit  committee and board of directors.   Chisholm,  Bierwolf & Nilson does not
provide any non-audit services to the Company.

# Signatures

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| | FINDEX.COM, INC.
By:     /s/ Steven Malone
         Steven Malone
President and Chief Executive Officer
| | -------------------------------------------------------------------------------------------------------

Date: April 14, 2004

Pursuant to the requirements of the
Securities and Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

28

# EXHIBIT 14.1

# Code of Ethicsfor Senior
Financial Officers

# and the Principal
Executive Officer of

# Findex.com, Inc.

---

Findex.com, Inc. (the
Company) is committed to conducting its business in compliance with all
applicable laws and regulations and in accordance with high standards of business conduct.
The Company strives to maintain the highest standard of accuracy, completeness, and
disclosure in its financial dealings, records, and reports. These standards serve as the
basis for managing the Companys business, for meeting the Companys duties to
its stockholders, and for maintaining compliance with financial reporting requirements.
The Companys principal executive officer and all of the Companys senior
financial executives must agree to comply with the following principles and will promote
and support this Code of Ethics, and comply with the following principles. For the
purposes of this Code of Ethics, senior financial officers means the
Companys principal financial officer and controller or principal accounting officer,
or persons performing similar functions.

---

The principal executive officer and
each senior financial officer of the Company will adhere to and advocate the following
principals and responsibilities governing his or her professional and ethical conduct,
each to the best of his or her knowledge and ability.

---

| | 1. | Act with honesty and integrity and in an ethical manner, avoiding actual or
               apparent conflicts of interest in personal and professional relationships.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 2. | Promptly disclose to the Company, through the General Counsel, Chief Accounting
               Officer, or Audit Committee, any material transaction or relationship that
               reasonably could be expected to give rise to a conflict of interest between
               personal and professional relationships.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 3. | Provide full, fair, accurate, timely, and understandable disclosure in reports
               and documents that the Company files with, or submits to, the SEC and in other
               public communications made by the Company.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 4. | Provide constituents with information that is accurate, complete, objective,
               relevant, timely, and understandable.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------

---

| | 5. | Comply with applicable rules and regulations of federal, state, and local
               governments and other appropriate private and public regulatory agencies.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 6. | Act in good faith, responsibly, with due care, competence and diligence, without
               misrepresenting material facts or allowing my independent judgment to be
               subordinated.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

7.    
          Use good business judgment in the processing and recording of all financial
          transactions.   8. Respect the confidentiality of information acquired in
          the course of the Companys business, except when

| | authorized
or otherwise legally obligated to disclose such information, and not use confidential
information acquired in the course of work for personal advantage.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

9.    
          Share knowledge and maintain skills important and relevant to his or her
          constituents needs.   10. Promote ethical behavior among constituents
          in the work environment.

---

11.    
          Achieve responsible use of and control over all assets and resources employed or
          entrusted to him or her.   12. Comply with generally accepted accounting
          standards and practices, rules, regulations and controls.

---

| | 13. | Ensure that accounting entries are promptly and accurately recorded and properly
               documented and that no accounting entry intentionally distorts or disguises the
               true nature of any business transaction.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

14.    
          Maintain books and records that fairly and accurately reflect the Companys
          business transactions.   15. Sign only those documents that he or she
          believes to be accurate and truthful.

---

| | 16. | Devise, implement, and maintain sufficient internal controls to assure that
               financial record keeping objectives are met.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

---

| | 17. | Prohibit the establishment of any undisclosed or unrecorded funds or assets for
               any purpose and provide for the proper and prompt recording of all disbursements
               of funds and all receipts.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 18. | Not knowingly be a party to any illegal activity or engage in acts that are
               discreditable to my profession or the Company.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

---

19.    
          Respect and contribute to the legitimate and ethical objects of the Company.
            20. Engage in only those services for which he or she has the necessary
          knowledge, skill, and expertise.

---

| | 21. | Not make, or tolerate to be made, false or artificial statements or entries for
               any purpose in the books and records of the Company or in any internal or
               external correspondence, memoranda, or communication of any type, including
               telephone or wire communications.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | 22. | Report to the Company, through the General Counsel, Chief Accounting Officer, or
               Audit Committee any situation where the Code of Ethics, the Companys
               standards, or the laws are being violated.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Those required to comply with this
Code of Ethics understand that failure to comply with this Code of Ethics will not be
tolerated by the Company and that deviations there from or violations thereof will result
in serious consequences, which may include, but may not be limited to, serious reprimand,
dismissal or other legal actions.

---

The parties subject to this Code of
Ethics will acknowledge in writing that they agree to comply with these requirements.

---

# Exhibit 31.1

# CERTIFICATION

I, Steven Malone, certify that:

1.     I
have reviewed this annual report on Form 10-KSB of Findex.com, Inc.;

2.     Based
on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this annual report;

3.     Based
on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;

4.     The
registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

| | a) | designed such disclosure controls and procedures to ensure that material
               information relating to the registrant, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly during the
               period in which this annual report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures as of a date within 90 days prior to the filing date of this
               annual report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions about the effectiveness of the
               disclosure controls and procedures based on our evaluation as of the Evaluation
               Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.     The
registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent function):

| | a) | all significant deficiencies in the design or operation of internal controls
               which could adversely affect the registrants ability to record, process,
               summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.     The
registrants other certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date:   April 14, 2004 | By  /s/ Steven Malone
        Steven Malone
        President & Chief Executive Officer
|---------------------- | ---------------------------------------------------------------------------------------

# Exhibit 31.2

# CERTIFICATION

I, Kirk Rowland, certify that:

1.     I
have reviewed this annual report on Form 10-KSB of Findex.com, Inc.;

2.     Based
on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this annual report;

3.     Based
on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;

4.     The
registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:

| | a) | designed such disclosure controls and procedures to ensure that material
               information relating to the registrant, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly during the
               period in which this annual report is being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures as of a date within 90 days prior to the filing date of this
               annual report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this quarterly report our conclusions about the effectiveness of
               the disclosure controls and procedures based on our evaluation as of the
               Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.     The
registrants other certifying officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants
board of directors (or persons performing the equivalent function):

| | a) | all significant deficiencies in the design or operation of internal controls
               which could adversely affect the registrants ability to record, process,
               summarize and report financial data and have identified for the
               registrants auditors any material weaknesses in internal controls; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.     The
registrants other certifying officers and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date:   April 14, 2004 | By  /s/ Kirk Rowland
     Kirk Rowland
     Chief Financial Officer
|---------------------- | -------------------------------------------------------------------

# Exhibit 32.1

# CERTIFICATION

In connection with the annual report
of Findex.com, Inc. (the Company) on Form 10-KSB for the period ending
December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the Annual Report), I, Steven Malone, President and Chief Executive Officer
of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350, as adopted), that:

| | (1) | The Annual Report fully complies with the requirements of the Securities
          Exchange Act of 1934; and
| | --- | ------------------------------------------------------------------------------------------------------------

| | (2) | The information contained in the Annual Report fairly presents, in all material
          respects, the financial condition and results of operations of the Company at
          the end of the periods covered by the Annual Report.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In Witness Whereof, the undersigned
has set his hand hereto as of this 14th day of April, 2004.

| | By  /s/ Steven Malone
        Steven Malone
        President & Chief Executive Officer
| | ---------------------------------------------------------------------------------------

# Exhibit 32.2

# CERTIFICATION

In connection with the annual report
of Findex.com, Inc. (the Company) on Form 10-KSB for the period ending
December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof
(the Annual Report), I, Kirk Rowland, Chief Financial Officer of the Company,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350, as adopted), that:

| | (1) | The Annual Report fully complies with the requirements of the Securities
          Exchange Act of 1934; and
| | --- | ------------------------------------------------------------------------------------------------------------

| | (2) | The information contained in the Periodic Report fairly presents, in all
          material respects, the financial condition and results of operations of the
          Company at the end of the periods covered by the Annual Report.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In Witness Whereof, the undersigned
has set his hand hereto as of this 14th day of April, 2004.

| | By  /s/ Kirk Rowland
       Kirk Rowland
       Chief Financial Officer
| | -----------------------------------------------------------------------