SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, 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, 2002.

                                       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     (I.R.S. Employer
                Incorporation or Organization)    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, 2002 totaled $3,908,694.

As of March 1, 2003, 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 $436,000.

At March 31, 2003, the registrant had outstanding 19,811,439 shares of common
stock, of which there is only a single class.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


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                                TABLE OF CONTENTS





                                                                     Page Number
 PART I

      ITEM 1.  Description of Business..................................   1
      ITEM 2.  Description of Property..................................   7
      ITEM 3.  Legal Proceedings........................................   7
      ITEM 4.  Submission of Matters to a Vote of Security Holders......   9

 PART II

      ITEM 5.  Market for the Company's Common Equity
                      and Related Stockholder Matters...................   9
      ITEM 6.  Management's Discussion and Analysis
                      of Financial Condition or Plan of Operations......  10
      ITEM 7.  Financial Statements.....................................  23
      ITEM 8.  Changes in and Disagreements with Accountants
                      on Accounting and Financial Disclosure............  41

 PART III

      ITEM 9.  Directors and Executive Officers of the Registrant.......  42
      ITEM 10. Executive Compensation ..................................  43
      ITEM 11. Security Ownership of Certain Beneficial Owners
                       and Management and Related Stockholder Matters...  44
      ITEM 12. Certain Relationships and Related Transactions...........  45
      ITEM 13. Exhibits, List and Reports on Form 8-K...................  45
      ITEM 14. Controls and Procedures..................................  46



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                                     PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements that involve risks and
uncertainties, including the risks associated with our limited operating
history, our need for additional funds and our proposed expansion plans,
identified below under "Management's Discussion and Analysis or Plan of
Operation - Cautionary Statements and Risk Factors".

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, distributor and supplier of "inspirational" and Christian
faith-based, off-the-shelf software products to individuals and religious and
other spiritual organizations including schools, churches and other faith-based
ministries.

         PRODUCTS

Our business plan is focused on fulfilling our objective of becoming the premier
provider of Bible study and related software products and content to the
domestic and international markets, through both acquiring established companies
and ongoing internal development of new products and expanded content of
existing products. Our religious software titles are divided among six
categories: (i) QuickVerse/Bible Study, (ii) Financial/Office Management
Products for Churches and other Faith-Based Ministries, (iii) Print & Graphic
Products, (iv) Pastoral Products, (v) Children's Products, and (vi) Language
Tutorial Products.

Certain of the software titles that we sell are owned, and have been
independently developed or are currently being developed by us. Others are
owned and have been developed by other companies, but are exclusively licensed
for production to, and further developed by us. Some of the titles we sell are
merely distributed by us on an exclusive or partially exclusive basis.

On June 30, 1999, we completed an exclusive licensing agreement with Parsons
Technology, Inc., a subsidiary of The Learning Company ("TLC"), formerly the
Mattel Corporation, for their Parsons Church Division (the "Parsons License
Agreement"). The term of the Parsons License Agreement extends through June 29,
2049 pursuant to a tentative settlement agreement that we have with TLC whose
outcome could be effected by the Zondervan Claim (see Item 3, Legal Proceedings,
ZONDERVAN CLAIM). This agreement provides us with the exclusive worldwide right
to market, sell, and continue to develop several top-selling titles. In addition
to the Parsons License Agreement, we are also party to a distribution agreement
with TLC pursuant to which we acquired the exclusive right to sell other
TLC-owned software titles to members of the Christian Bookseller Association
("CBA"), which consists of approximately 3,500 retail stores throughout the
United States, plus additional retail stores outside of the United States (the
"TLC Distribution Agreement"). The term of the TLC Distribution Agreement
extends through June 30, 2004.

                  QuickVerse/Bible Study

QuickVerse is currently our largest-selling product with over 1,000,000 copies
sold during its existence. Pursuant to the Parsons Licensing Agreement, we
possess the exclusive worldwide right to market, sell, and continue to develop
this software package, which is highly regarded and well recognized within its
market. QuickVerse simplifies biblical research, allowing the user to view
multiple reference materials, including Bibles, dictionaries, commentaries and
encyclopedias side-by-side on the computer screen. A built-in QuickSearch


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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 7, our
latest Version, is currently available in five CD-ROM editions: the QuickVerse
Starter Edition (which includes 1 Bible and 3 reference titles), the QuickVerse
Essentials Edition (which includes 6 Bibles and 24 reference titles), the
QuickVerse Standard Edition (which includes 9 Bibles, 38 reference titles and 16
classics of the faith), the QuickVerse Expanded Edition (which includes 13
Bibles, 55 reference titles and 16 classics of the faith), and the QuickVerse
Deluxe Edition (which includes 17 Bibles, 108 reference titles and 16 classics
of the faith). 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. It provides the same
simplified access and many of the personal Bible study features found in the
desktop QuickVerse Versions. QuickVerse PDA, for Palm operating systems, is
currently available in two editions as a download and in CD-ROM: the Standard
Edition (which includes 2 Bibles and 4 reference titles) and the Deluxe Edition
(which includes 4 Bibles and 4 reference titles). Both editions contain 10
scripture reading plans and provide the user with the ability to create their
own.

Although our prices are subject to change from time to time, our QuickVerse
products range in price from approximately $10 to approximately $290 per unit.

Pursuant to the Parsons Licensing Agreement, we were granted a content license
which provides us with the right to include within our QuickVerse product
packages the Zondervan NIV Bible, a highly regarded and well recognized
translation of the Bible among churchgoers, and attendees of religious schools
and organizations. As a result of our continuing failure to meet certain royalty
payment obligations owed to the Zondervan Corporation under the Parsons
Licensing Agreement, however, we have been prohibited from including this
featured component in any QuickVerse packages that we now sell [see Item 3.
"Legal Proceedings"] As a result, we currently sell each of our QuickVerse
products without the Zondervan NIV Bible, and there can be no assurance that we
will be able to re-include such component in our QuickVerse products at any time
in the future.

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
price from approximately $20 to approximately $80 per unit.

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

Also through the Parsons Licensing Agreement, we maintain a line of
financial/office management products for churches, faith-based ministries and
non-profit organizations. Membership Plus Version 7, our latest Version, is
currently available in two CD-ROM editions: Membership Plus Standard and
Membership Plus Deluxe. Each of these products provides church database,
financial management and church productivity tools, the Deluxe Version of which
has a somewhat broader functionality and range of features. These packages are
designed to streamline church office tasks, organize church membership
databases, and more easily produce targeted mailings, attendance reports and
IRS-compliant contribution receipts. The financial management software is
designed to give users a better understanding of church finances. Additionally
included are a broad range of templates for legal agreements frequently used by
these organizations. To date, we have sold this suite of products to over 50,000
church and faith-based organizations. We regard it as one of our premier line of
products.


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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.

Although our prices are subject to change from time to time, our Membership Plus
Standard is currently priced at $100 per unit and our Membership Plus Deluxe is
currently priced at $300 per unit.

                  Print & Graphic Products

Through the TLC Distribution Agreement, we currently sell, through the CBA and
other retail outlets, a variety of inspirationally themed software packages that
enable users to produce certain creative print and graphic materials. These
include:

o        Calendar Creator Christian Edition, which allows users to create
         custom, personalized calendars for church, classroom, and personal use.
         Other benefits include the ability to view multiple calendars at once,
         a fully integrated address book and the ability to select images from
         the products inspirational photo collection and then complete the
         calendar with Bible verses to give a spiritual touch to the users
         schedule.
o        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.
o        American Greetings Spiritual Expressions 3, which is a desktop
         publishing package containing tools for producing more than 350,000
         creative project possibilities including albums and scrapbooks, frames,
         postcards, horizontal or vertical banners, Web pages, brochures,
         calendars, certificates and awards, message cards, posters, stationery,
         T-shirts, wedding invitations, and keepsake cookbooks and journals.
o        American Greetings Sunday School Crafts, which is a tool for creating a
         wide assortment of inspirational 3D crafts, including decorations,
         puzzles, bookmarks, storybooks, cut-out cards, mobiles, hats, masks,
         costumes, and ornaments.
o        American Greetings Scrapbooks and More, which provides users with an
         exclusive gallery of ready-made scrapbooks, pages, artwork, captions,
         backgrounds, and accessories to create and print keepsake albums.

Although our prices are subject to change from time to time, our print and
graphic products range in price from approximately $10 to approximately $50 per
unit.

                  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.
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.


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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 approximately $20 to approximately $70 per unit.

                  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. This line of software
is supplemented with certain additional product that we also sell through the
TLC Distribution Agreement. 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).

Although our prices are subject to change from time to time, our children's
CD-Rom products range in price from approximately $5 to $10 per unit.

                  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.

         OUR MARKET

A 1999 Gallup poll, concluded 55% of Americans identified themselves as
Protestant, while 28% identified themselves as Catholic. The number of people
who describe themselves as born-again or evangelical Christians is at an
all-time high of 47%. Religious retailing was a $3 billion business in 2000
according to the CBA. The 3,500-store segment includes several different chains,
Family Christian Stores being the largest with 340 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. According to the CBA,
the average Christian shopper is well-educated, 30 to 49 years of age, and has a
income of more than $40,000.

As religious retailing increases, secular stores are offering more religious
products. Wal-Mart, for example, is offering more shelf space to religious
products. Moreover, 70% of religious books are now generally available at large,
national book chains such as Barnes and Noble.

According to SOMA Communications, Inc. (a Christian broadcast market research
firm utilizing data supplied by Simmons) over 70% of Christians on the Internet
have an annual income in excess of $40,000 and over 30% of Christians on the
Internet have annual income of over $75,000. According to Christianity Today,
Inc., a publisher of Christian periodicals, when compared to the general U.S.
population, Christians are approximately 25% more likely to own a computer and
approximately 15% more likely to own a modem.


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         OUR ACQUISITION STRATEGY

One potential aspect of our development strategy includes the pursuit of
acquisition or other strategic growth opportunities with respect to companies
offering 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 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.

         CORPORATE FORMATION & LEGACY

We were incorporated under the laws of the State of Delaware on December 26,1995
as "FinSource, Ltd." In April 1999, we merged with FINdex Acquisition
Corporation, a Delaware corporation, in a stock-for-stock transaction.
Thereafter, on April 30, 1999, we were acquired by EJH Entertainment, Inc., a
Nevada corporation, in another stock-for-stock transaction and, in connection
therewith, we changed our name to "FindEx.com, Inc." Pursuant to a Share
Exchange Agreement dated March 7, 2000, we acquired all of the issued and
outstanding capital stock of Reagan Holdings, Inc., a public company ("Reagan")
from the shareholders of Reagan (the "Share Exchange"). As a result of the Share
Exchange, we owned 100% of the outstanding capital stock of Reagan, Reagan
became our wholly-owned subsidiary, and we became the successor issuer to Reagan
for reporting purposes under the Securities Exchange Act of 1934.

         MARKETING AND SALES

At the retail level, we sell our software products to thousands of retail stores
across the United States, many of which are members of the 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 3,500 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 addition to retail sales, we also sell our software at the wholesale level to
a number of distributors around the world. We currently sell to distributors in
Canada, New Zealand, Australia, Malaysia, South Africa, South Korea, Germany,
the United Kingdom, Singapore and the United States. These distributors, in
turn, sell our QuickVerse/Bible study packages and our Membership Plus packages
into both Christian and large, national secular retail outlets that sell
off-the-shelf consumer software packages, such as Best Buy, CompUSA, and
Staples. In the secular retail market, we continue to be a top seller of Bible
study software and are developing additional product offerings and promotions to
grow our market share.


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On the Internet level, we are currently marketing our products through our
www.quickverse.com, www.parsonschurch.com, and www.memplushome.com Websites.
These sites provide customers across the United States and around the world the
ability to purchase our software. We anticipate Internet orders will continue to
increase as we expand our software product base and enhance our marketing
efforts in this area.

We are also marketing our products directly to the consumer through catalog,
email and other direct offerings. In the past, we utilized the strength of TLC's
direct marketing and sales force. We are currently experimenting with various
direct marketing organizations and expanding our efforts internally. We
anticipate an increase during the upcoming year in our direct marketing sales
initiatives.

Our Internet, catalog, email and telephone sales are currently fulfilled out of
our office located in Omaha, Nebraska. Our sales to retail stores and
distributors are currently fulfilled out of a third-party fulfillment house also
located in Omaha, Nebraska.

         SIGNIFICANT CUSTOMERS AND SUPPLIERS

For the years ended December 31, 2002 and 2001, sales to TLC and subsidiaries,
accounted for -0-% and 7%, respectively, and sales to Navarre Corporation
accounted for 5% and 17%, respectively, of consolidated revenue. The decrease in
sales to TLC results from both a dispute we had with TLC throughout 2001 and
TLC's cancellation of their contract with us to distribute our products into the
secular retail market. Navarre and other smaller distributors have taken over
the distribution of those products into the secular market in place of TLC. The
decrease in sales to Navarre results from transitioning our sales focus from the
distributor/retail store to the direct consumer. Since we focused our sales
efforts on the consumer, our sales to any one customer as a percentage of gross
consolidated revenue has decreased. 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, 2002 and 2001, product and material
purchases from Cedar Graphics, Inc. accounted for 33% and 11%, respectively,
purchases from Ritek Global Media accounted for 16% and 2%, respectively,
purchases from Mira Printing Company, Inc. accounted for 14% and 4%,
respectively, purchases from MicroBytes, Inc. accounted for 12% and -0-%,
respectively, purchases from Midlands Packaging Corporation accounted for 10%
and -0-%, respectively, purchases from TLC accounted for -0-% and 23%,
respectively, purchases from Ivy Hill/Warner Media Services accounted for 2% and
21%, respectively, purchases from Income Dynamics, Inc. accounted for -0-% and
14%, respectively, and purchases from Kay Productions accounted for -0-% and
12%, respectively, of the total product and material purchases made by the
Company. During the year 2002, we contracted with one new vendor for product and
material purchases, which is reflected in the purchases from Midlands Packaging
Corporation. Furthermore, the decline in purchases for 2002 from TLC, Income
Dynamics, Inc., and Kay Productions resulted from terminated contracts.

         REGULATION

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


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         COMPETITION

The market for our products is rapidly evolving and highly competitive. We face
competition in chain store, secular, CBA, direct and Internet sales. We
currently or potentially compete with a variety of companies, including Logos
Research Systems, Inc., Biblesoft, Inc., Thomas Nelson, Inc. and WordSearch.
Certain 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

We currently have twenty-three full-time employees and one part-time employee.
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. We rely
heavily on our current officers and directors in operating the business,
particularly Steven Malone, our President and Chief Executive Officer. 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.

Item 3. Legal Proceedings.

         ZONDERVAN CLAIM

We are currently involved in court-ordered mediation in connection with a claim
by The Zondervan Corporation ("Zondervan") for $1,300,000 in unpaid royalties,
which amount we are disputing. Depending on the timing of, and the period over
which it would be required to be paid by us, any judgment for money damages in
excess of $50,000 in this proceeding would have a material adverse effect on our
business, operations, financial condition and ability to operate as a going
concern.

Historically, we have reproduced and distributed the Zondervan NIV Bible
pursuant to a content licensing agreement with Zondervan which provides that we
will pay a royalty fee of 10% of net sales on the stand-alone product and $8.00
per unit on total net units of QuickVerse. The products containing the Zondervan
NIV Bible, including QuickVerse, accounted for approximately 35% of our revenues
in fiscal year 2001 but none of our revenues during the twelve months ended
December 31, 2002. Due to our shortage in working capital, we are significantly
in arrears on the royalty payments due under such licensing agreement. On April
5, 2001, we received a notice from The Zondervan Corporation informing us that
they were terminating our rights to the Zondervan NIV Bible under the licensing
agreement. On October 12, 2001, Zondervan was granted a court order in the
United States District Court in the Western District of Michigan ordering FindEx
to cease selling, marketing and manufacturing any product that incorporates
Zondervan's copyrighted material. As of October 26, 2001 we reached a written
payment agreement with Zondervan whereby they would not enforce the court order
and we would continue to ship products containing Zondervan's NIV Bible. We
failed to meet our first payment obligation due to Zondervan on November 12,
2001 in accordance with the payment agreement. On November 14, 2001, Zondervan
pursued its enforcement rights under the court order by serving notice that we
cease selling, marketing and manufacturing all products containing their
copyrighted material. As of the date hereof, we are abiding by the court order.
We are also involved in related court-ordered mediation in connection with
Zondervan's claim for $1,300,000 in unpaid royalties, which amount we are
disputing. On May 7, 2002, it was agreed among Zondervan, FindEx, and TLC,
another named defendant in the proceeding, that FindEx and TLC would submit to
independent audits in an effort to resolve disputed royalty amounts owed. The


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FindEx audit has been completed but a delay in completion of the TLC audit has
pushed resolution back until later in 2003. Although we hope to be able to
resolve this pending litigation in a way that will allow us to continue to sell,
market and manufacture Zondervan's copyrighted material, and not dramatically
impair our cash flow, there can be no assurance as to our ability to achieve
either of these results. Depending on the timing of, and the period over which
it would be required to be paid by us, any judgment for money damages in excess
of $50,000 in this proceeding would have a material adverse effect on our
business, operations, financial condition and ability to operate as a going
concern.

         THREATENED LITIGATION BY SWARTZ PRIVATE EQUITY

On June 6, 2001, we entered into an Equity Line Investment Agreement (the
"Equity Line Agreement") with Swartz Private Equity, LLC ("Swartz"). In
accordance with its terms, the Equity Line Agreement entitled us to issue and
sell up ("Put") to $15 million of our common stock to Swartz, subject to a
formula based on our stock price and trading volume, from time to time over a
three year period (the "Equity Line") following the effectiveness of a shelf
registration statement that we were to have filed in connection with this
transaction (the "Equity Line Registration Statement").

Among many other terms, the Equity Line Agreement provided that if we failed to
Put at least $500,000 worth of common stock to Swartz during the first year
after the effective date of the Equity Line Registration Statement, and
$1,000,000 during each one year period following thereafter, we would be
required to pay Swartz an annual non-usage fee. Under the Equity Line Agreement,
this non-usage fee would equal the difference between $100,000 and 10% of the
value of the shares of common stock that we Put to Swartz during the one year
period, and would be due and payable each year in cash within five (5) business
days of the date it was accrued.

Although the Equity Line Agreement provided that it could be terminated by us at
any time upon notice to Swartz, it also provided that, in the event of any such
termination by us, we would be required to pay Swartz the greater of (i) the
non-usage fee described above, or (ii) the difference between $150,000 and 10%
of the value of the shares of common stock Put to Swartz during all Puts to date
as of that time. Further, any such termination would not affect any other
obligations we had under either the Equity Line Agreement or any related
agreement. Among other related agreements, this included (i) a six-year warrant
granted to Swartz by us to purchase 510,000 shares of our common stock at $0.23
per share, which warrant was issued as partial consideration for entering into
the Equity Line Agreement (the "Commitment Warrant"), and (ii) a certain
anti-dilution agreement that applied, among other things, to the Commitment
Warrant (the "Warrant Anti-Dilution Agreement").

On August 2, 2001, and in accordance with its obligation under the Equity Line
Agreement, we filed the Equity Line Registration Statement. Because our stock
price collapsed shortly thereafter to a point at which any use of the Equity
Line became prohibitively expensive in the determination of the FindEx Board
(because the price Swartz was to pay was tied to the stock price), after a long
period of waiting and hoping for a rebound or other meaningful increase in the
trading price of our common stock, on August 26, 2002, the Registration
Statement was officially withdrawn. That same day, notice of termination of the
Equity Line Agreement was provided by us to Swartz. Because the Equity Line
Registration Statement was never declared effective by the SEC, the Equity Line
never became operative, and no amount was ever drawn by us paid thereunder.

On September 6, 2002, Swartz provided notice to us that it was making a demand
under the Equity Line Agreement for the termination fee provided thereunder. In
accordance with Swartz's calculations, 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, it would have required 3.75
million shares. Shortly thereafter, such claim rose to over 9 million shares. In
addition, Swartz further demanded another warrant for an additional 219,127
shares of our common stock pursuant to the Commitment Warrant and the Warrant
Anti-Dilution Agreement. 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


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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.

         OTHER LEGAL PROCEEDINGS

With the exception of the above identified legal disputes, there are no material
threatened or pending legal proceedings of which we are currently aware.
However, there can be no assurance 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.

         JUDGMENTS, LIENS AND LABOR AWARDS

On February 28, 2003, the Company entered into an installment agreement with the
Internal Revenue Service regarding payment of past due payroll taxes, penalties
and interest totaling approximately $298,000. The Company is currently paying
$10,000 per month on this obligation. In connection with this agreement, the
Internal Revenue Service filed a federal tax lien against the Company's assets.
This lien will be removed once all payments under the agreement are made.

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, 2002

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

         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 Nasdaq Stock Market has
implemented a change in its rules requiring all companies trading securities on
the OTC Bulletin Board to become reporting companies under the Exchange Act of
1934. We were required to become a reporting company by the close of business on
April 19, 2000.

FindEx.com acquired all the outstanding shares of Reagan Holdings, Inc. to
become successor issuer to it pursuant to Rule 12g-3 in order to comply with the
reporting company requirements implemented by the Nasdaq Stock Market.


                                       9
<PAGE>


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

                                     Common Stock

         2001                         High              Low

         First Quarter               $0.656           $0.150
         Second Quarter              $0.350           $0.160
         Third Quarter               $0.450           $0.050
         Fourth Quarter              $0.190           $0.031

         2002                         High              Low

         First Quarter               $0.042           $0.025
         Second Quarter              $0.085           $0.021
         Third Quarter               $0.070           $0.020
         Fourth Quarter              $0.030           $0.015


         SHAREHOLDERS

As of March 31, 2003, 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.

         RECENT SALES OF UNREGISTERED SECURITIES

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 to Ronald Ardt 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.

On November 15, 2002, pursuant to a settlement agreement with Ardt Investment
Management, Inc. relating to certain consulting and valuation services, the
Company issued 296,308 common shares valued at $.03 per share.

Item 6. Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read together with the consolidated financial
statements of FindEx.com, Inc. and the notes to the consolidated financial
statements included elsewhere in this Form 10-KSB.


                                       10
<PAGE>


THE FOLLOWING DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS REGARDING
OUR EXPECTATIONS FOR OUR BUSINESS AND ITS CAPITAL RESOURCES. THESE EXPECTATIONS
ARE SUBJECT TO VARIOUS UNCERTAINTIES AND RISKS THAT MAY CAUSE ACTUAL RESULTS TO
DIFFER SIGNIFICANTLY FROM THESE FORWARD-LOOKING STATEMENTS. FOR A DISCUSSION OF
CERTAIN LIMITATIONS INHERENT IN SUCH STATEMENTS, SEE "FORWARD-LOOKING
STATEMENTS" BELOW.

         GENERAL

We are a developer, publisher, distributor and supplier of "inspirational" and
Christian faith-based, off-the-shelf software products to individuals and
religious and other spiritual organizations including schools, churches and
other faith-based ministries.

Our business plan is focused on fulfilling our objective of becoming the premier
provider of Bible study and related software products and content to the
domestic and international markets, through both acquiring established companies
and ongoing internal development of new products and expanded content of
existing products. Our religious software titles are divided among six
categories: (i) QuickVerse/Bible Study, (ii) Financial/Office Management
Products for Churches and other Faith-Based Ministries, (iii) Print & Graphic
Products, (iv) Pastoral Products, (v) Children's Products, and (vi) Language
Tutorial Products.

At the retail level, we sell our software products to thousands of retail stores
across the United States, many of which are members of the 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 3,500 independent stores
that are not yet our customers at least once each calendar quarter 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 addition to retail sales, we also sell our software at the wholesale level to
a number of distributors around the world. We currently sell to distributors in
Canada, New Zealand, Australia, Malaysia, South Africa, South Korea, Germany,
the United Kingdom, Singapore and the United States. These distributors, in
turn, sell our QuickVerse/Bible study packages and our Membership Plus packages
into both Christian and large, national secular retail outlets that sell
off-the-shelf consumer software packages, such as Best Buy, CompUSA, Circuit
City, OfficeMax and Staples. In the secular retail market, we continue to be a
top seller of Bible study software and are developing additional product
offerings and promotions to grow our market share.

On the Internet level, we are currently marketing our products through our
www.findex.com, www.quickverse.com, and www.parsonschurch.com Websites. These
sites provide customers across the United States and around the world the
ability to purchase our software. We anticipate Internet orders will continue to
increase as we expand our software product base and enhance our marketing
efforts in this area.

We are also marketing our products directly to the consumer through catalog,
email and other direct offerings. In the past, we utilized the strength of TLC's
direct marketing and sales force. We are currently experimenting with various
direct marketing organizations and expanding our efforts internally. We
anticipate an increase during the upcoming year in our direct marketing sales
initiatives.


                                       11
<PAGE>


Our Internet, catalog, email and telephone sales are currently fulfilled out of
our office located in Omaha, Nebraska. Our sales to retail stores and
distributors are currently fulfilled out of a third-party fulfillment house also
located in Omaha, Nebraska.

We continue to pursue our objective of becoming the premier provider of Bible
study and related products and content to the domestic and international
markets, and to explore additional technologies, products and services that are
complementary to the affinity group we already serve. We have developed two (2)
enhanced releases of our flagship product, QuickVerse, one (1) new product
targeted mainly to the secular market, QuickVerse Essentials, one (1) new
version of QuickVerse for the Palm OS hand-held market, two (2) enhanced
releases of our top financial and data management product, MembershipPlus, and
one (1) new financial product, Fund Accounting Plus.

In October 2001, we released the Complete Bible Resource Library, a software
program that contains Bible translations, Bible reference tools, multimedia
programs, Christian clip-art images and interactive children's games. 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. In
December 2002, we released QuickVerse PDA, for Palm operating system personal
digital assistants, a software program that contains Bible translations, Bible
reference tools and scripture reading plans for users in an active, fast-paced,
mobile lifestyle. In February 2003, we released an enhanced version of Ministry
Notebook, a software program that contains essential organizational tools for
ministries such as expense tracking, contact management, scheduling, sermon and
lesson tracking, library inventory and prayer requests. We also added a
distributorship for the Veggie Tales line of software programs. Veggie Tales are
children's software programs of interactive adventures with biblical themes. We
are currently researching new opportunities in technology for our existing
software titles and expanding our financial product line.

         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.

Our net income increased approximately $7,800,000 from a net loss of
approximately $7,600,000 for the twelve months ended December 31, 2001 to a net
income of approximately $200,000 for the twelve months ended December 31, 2002.
By excluding our interest, taxes, depreciation, and amortization from net
income, our EBITDA increased approximately $5,334,000 from an EBITDA loss of
approximately $4,852,000 for the twelve months ended December 31, 2001 to EBITDA
earnings of approximately $482,000 for the twelve months ended December 31,
2002. These net income and EBITDA results include several non-cash expenses. For
the year ended December 31, 2002, we recognized expenses of approximately
$146,000 relating to 5,827,280 common shares issued to employees and directors
as a bonus for past service and continued loyalty, $10,250 relating to 205,000
common shares issued to an individual for investor relations services, $4,118
relating to 137,250 common shares issued to Ronald Ardt in settlement under the
stock subscription agreement dated April 28, 2000, and $8,896 relating to
296,308 common shares issued to Ardt Investment Management, Inc. in compromise
and settlement of an agreement dated April 28, 2000 for consulting and business
valuation services. In addition, we reduced our reserve for sales returns to
approximately 9% of gross sales to reflect lower actual returns resulting from
our focus on sales directly to the consumer and reduced inventory levels in both
the secular and CBA retail marketplace.


                                       12
<PAGE>


For the year ended December 31, 2001, we recognized expenses of $65,000 relating
to 500,000 common shares issued to World Trade Partners, Inc. for consulting and
business development services, $33,441 relating to 132,500 common shares issued
to an individual for investor relations services, $43,201 relating to 125,000
warrants issued to Genesis Financial Group, LLC in compromise and settlement for
consulting services, $50,323 relating to 150,000 warrants issued to Membrado &
Montell, LLC for corporate legal service, and $181,392 relating to 510,000
warrants issued to Swartz Private Equity, LLC in conjunction with an equity line
of credit. In addition, we wrote off bad debts totaling approximately $2,878,000
and increased our reserve for sales returns to approximately 26% of gross sales
to reflect higher actual returns from the secular retail marketplace and our
lack of inventory for the CBA marketplace.

                  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 30 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 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 $844,000 from $3,468,000 for the year ended December
31, 2001 to $4,312,000 for the year ended December 31, 2002. Sales returns and
allowances decreased $231,000 from $607,000 for the year ended December 31, 2001
to $376,000 for the year ended December 31, 2002 and decreased as a percentage
of gross sales from approximately 26% for the year ended December 31, 2001 to
approximately 9% for the year ended December 31, 2002. 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.


                                       13
<PAGE>


We did not release any enhanced or new software titles during 2001. In addition,
beginning in late 2001, we refocused our sales efforts targeting the end user
through telemarketing and Internet sales. These refocused efforts resulted in
more consistent sales during 2002. Sales into the retail market (both CBA and
secular) were down significantly during 2002 with most CBA retailers reporting
double-digit declines in Christmas sales. The decrease in sales returns and
allowances is also attributable to our refocused sales efforts. Incidents of
return are lower for sales direct to the end user than sales into the retail
stores. Also, we significantly decreased our presence in secular retail during
2002 resulting in less exposure for product returns.

Historically, we have reproduced and distributed the Zondervan NIV Bible
pursuant to a content licensing agreement with The Zondervan Corporation which
provides that we will pay a royalty fee of 10% of net sales on the stand-alone
product and $8.00 per unit on total net units of QuickVerse. The products
containing the Zondervan NIV Bible, including QuickVerse, accounted for
approximately 35% of our revenues in fiscal year 2001 but none of our revenues
during the twelve months ended December 31, 2002. Due to our shortage in working
capital, we are significantly in arrears on the royalty payments due under such
licensing agreement. On April 5, 2001, we received a notice from The Zondervan
Corporation informing us that they were terminating our rights to the Zondervan
NIV Bible under the licensing agreement. On October 12, 2001, Zondervan was
granted a court order in the United States District Court in the Western
District of Michigan ordering FindEx to cease selling, marketing and
manufacturing any product that incorporates Zondervan's copyrighted material. As
of October 26, 2001 we reached a written payment agreement with Zondervan
whereby they would not enforce the court order and we would continue to ship
products containing Zondervan's NIV Bible. We failed to meet our first payment
obligation due to Zondervan on November 12, 2001 in accordance with the payment
agreement. On November 14, 2001, Zondervan pursued its enforcement rights under
the court order by serving notice that we cease selling, marketing and
manufacturing all products containing their copyrighted material. As of the date
hereof, we are abiding by the court order. We are also involved in related
court-ordered mediation in connection with Zondervan's claim for $1,300,000 in
unpaid royalties, which amount we are disputing. On May 7, 2002, it was agreed
among Zondervan, FindEx, and TLC, another named defendant in the proceeding,
that FindEx and TLC would submit to independent audits in an effort to resolve
disputed royalty amounts owed. The FindEx audit has been completed but a delay
in completion of the TLC audit has pushed resolution back until later in 2003.
Although we hope to be able to resolve this pending litigation in a way that
will allow us to continue to sell, market and manufacture Zondervan's
copyrighted material, and not dramatically impair our cash flow, there can be no
assurance as to our ability to achieve either of these results. Depending on the
timing of, and the period over which it would be required to be paid by us, any
judgment for money damages in excess of $50,000 in this proceeding would have a
material adverse effect on our business, operations, financial condition and
ability to operate as a going concern.

The provision for sales returns decreased approximately $231,000 from
approximately $607,000 for the twelve months ended December 31, 2001 to
approximately $376,000 for the twelve months ended December 31, 2002. We
experienced fewer product returns overall during 2002. This resulted primarily
from an increased focus on sales direct to the consumer where our return policy
provides a much shorter return window and incidents of product returns are much
lower than in the Christian and secular retail markets. We experienced
significantly larger product returns during the first quarter of 2001 as our
secular distributors returned the excess product after the 2000 Christmas
shopping season was complete. Product returns are typically higher in the
secular marketplace than the Christian marketplace. As the distributors place
the products into the secular retail channel, they monitor the sell-through
rates of those products and generally return quantities of those that aren't
selling as anticipated. This practice contrasts with the Christian marketplace
in that the quantities ordered are generally smaller and the retailer is willing
to hold on to the products for a longer period of time before making the
decision to return.


                                       14
<PAGE>


                  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 and package software products. The direct costs and manufacturing
overhead decreased from 23.1% of gross revenues in 2001 to 11.1% of gross
revenues in 2002. This decrease resulted directly from the sharp decrease in
sales of boxed, retail products. Sales direct to the consumer do not require the
cost of a retail box nor the additional packaging and shipping materials. The
decrease can also be attributable to an improvement in cash flow and available
working capital. Materials were purchased in larger quantities again resulting
in lower unit costs. In addition, during 2001, some of our older inventory was
sold to a software liquidator at margins much lower than normal. The direct
costs and manufacturing overhead percentage is expected to continue at the 2002
levels as working capital remains more consistent. Royalties to third party
providers of intellectual property also decreased from 14.1% of gross revenues
in 2001 to 3.7% of gross revenues in 2002. The decrease in royalties reflects
our focus on selling product upgrades and non-royalty titles. Upgrade sales,
e.g. from QuickVerse version 6 to QuickVerse version 7, 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 a new version
of QuickVerse is released. Upgrade sales will continue to be subject to
royalties only on content additions and sales to new users are expected to
increase significantly.

Software development costs, consisting primarily of direct and indirect labor
and related overhead charges, capitalized during the twelve months ended
December 31, 2002 were $357,539. Accumulated amortization of these development
costs included in cost of sales totaled $77,036 for 2002. The Company did not
incur capitalizable development costs during 2001.

                  Sales, General And Administrative

Operating expenses for 2002 include approximately $169,000 in non-cash expenses
with approximately $388,000 in non-cash expenses for stock and warrants issued
for services and approximately $2,660,000 in non-cash bad debt expense (see
"RESULTS OF OPERATIONS" above) for 2001. Sales expenses decreased approximately
$10,000 from approximately $821,000 for 2001 to approximately $811,000 for 2002.
Included in 2002 Sales expenses, Commissions to a third-party telemarketing firm
increased approximately $439,000 as we experienced twelve months of
telemarketing activity compared with a little more than one month of
telemarketing activity for 2001; Fulfillment costs from a third-party warehouse
increased approximately $20,000 as we combined our corporate office and "direct"
fulfillment into one facility tasking our "retail" fulfillment to an outside
entity; Advertising and Rebates decreased approximately $343,000 and Marketing
and Customer Service costs decreased approximately $151,000 as our sales efforts
refocused 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. Research
and development expenses increased in 2002 reflecting development of Membership
Plus 7.0, Fund Accounting Plus, and QuickVerse PDA with no significant
development in 2001. Research and development expenses are expected to increase
in future periods as we add new products and Versions to our product mix.

Personnel costs decreased approximately $340,000 from 2001 to 2002 primarily
from the capitalization of direct and indirect labor and related overhead
charges as software development costs (see `Cost of Sales' above). As previously
indicated (see `Results of Operations' above), personnel costs include
approximately $146,000 in non-cash expenses related to 5,827,280 restricted
common shares issued to employees and directors as an incentive and retention
bonus program. It is anticipated that personnel costs will increase in future
periods as operating capital is available to fund full staffing of our product


                                       15
<PAGE>


development team and expansion of the technical support and direct marketing
staff. Corporate services decreased approximately $69,000 from a reduction in
business consulting and valuation services contracts. Investor Services
decreased approximately $269,000 as we did not renew our investor services
contracts. Legal costs decreased approximately $238,000 from a decrease in
consultation provided regarding our disputes with TLC and Zondervan. It is
anticipated that legal costs will be higher when the disputes with TLC and
Zondervan are finally resolved. Rent expense decreased approximately $35,000
from the relocation of our corporate office and the consolidation of our
corporate office with our fulfillment center. Travel costs decreased
approximately $42,000 as we reduced our sales staff and refocused our sales
efforts towards the direct consumer.

We did not pursue any acquisitions during 2001 or 2002 and, thus, did not incur
any acquisition costs. We do not expect to pursue acquisitions during 2003 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.

Bad debt expense decreased approximately $2,656,000 during 2002 as we wrote off
a note receivable in the amount of $240,000 with 711.net and net accounts
receivable from TLC of approximately $2,400,000 during 2001

                  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 $9,750,000. The carryforwards are the result of income tax losses
generated in 1996 ($33,000 expiring in 2011), 1997 ($77,000 expiring in 2012),
1998 ($54,000 expiring in 2018), 2000 ($4,418,000 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
$540,000 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.

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.


                                       16
<PAGE>


As of December 31, 2002, FindEx had $1,050,792 in current assets, $5,332,690 in
current liabilities and a retained deficit of $9,785,777. We had net income
before income taxes of $130,453 for the year ended December 31, 2002. Operating
expenses for 2002 included approximately $169,000 in non-cash expenses for stock
issued for services (see "RESULTS OF OPERATIONS" above). Positive cash flow from
operations for 2002 was approximately $184,000 compared to negative cash flow
from operations of approximately $65,500 for 2001.

Net cash provided by operating activities was $183,978 and used by operating
activities was $65,500, for the years ended December 31, 2002 and 2001,
respectively. The increase in cash provided was primarily due to an increase in
sales directly to the consumer.

Net cash used in investing activities was $57,109 and $17,415 for the years
ended December 31, 2002 and 2001, respectively. The increase in cash used
relates primarily to acquisition of equipment and website development costs.

Net cash used by financing activities was $95,358 and provided by financing
activities was $68,287 for the years ended December 31, 2002 and 2001,
respectively. For the year 2002, cash used by financing activities represented
the net decrease in the amount owed under an accounts receivable factoring
arrangement, payments made to Ronald Ardt for reimbursement of the original
investment of Thomas Ardt and Betty Wolfe, and payments made on the note payable
to Cedar Graphics, Inc.

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, 2002, we transferred
accounts receivable totaling $399,556 to AFC under this agreement receiving cash
advances of $239,734. Collected funds (less the amount advanced and appropriate
fees) were disbursed to the Company throughout the year. At December 31, 2002,
the balance of accounts transferred remaining open was $9,804 securing debt of
$6,277.

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.

         CAUTIONARY STATEMENTS AND 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.


                                       17
<PAGE>


WE ARE CURRENTLY INVOLVED IN A LAWSUIT THE OUTCOME OF WHICH COULD SERIOUSLY
IMPAIR OUR ABILITY TO OPERATE AS A GOING CONCERN. We are currently involved in
court-ordered mediation in connection with a claim by The Zondervan Corporation
for $1,300,000 in unpaid royalties, which amount we are disputing. Depending on
the timing of, and the period over which it would be required to be paid by us,
any judgment for money damages in excess of $50,000 in this proceeding would
have a material adverse effect on our business, operations, financial condition
and ability to operate as a going concern. [See Item 3. Legal Proceedings -
Zondervan Claim]

A LEGAL CLAIM HAS BEEN MADE AGAINST US CLAIMING A NUMBER OF OUR COMMON SHARES
EXCEEDING 50% OF OUR TOTAL CURRENT OUTSTANDING COMMON SHARES. On September 6,
2002, Swartz Private Equity, LLC provided notice to us that it was making a
demand under the Equity Line Agreement for the termination fee provided
thereunder. In accordance with Swartz's calculations, 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, it would have
required 3.75 million shares. Shortly thereafter, such claim rose to over 9
million shares. In addition, Swartz further demanded another warrant for an
additional 219,127 shares of our common stock pursuant to the Commitment Warrant
and the Warrant Anti-Dilution Agreement. 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. [See Item 3. Legal Proceedings - Swartz Private
Equity].

WE HAVE EXPERIENCED, AND MAY CONTINUE TO EXPERIENCE, REDUCED REVENUES DUE TO
DELAYS IN THE INTRODUCTION AND DISTRIBUTION 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 7.0 to begin arriving at retailers over the 2000
Thanksgiving holiday. As a result, we experienced fewer sales of these products
than we would have if the products were in stores before the holiday selling
season began, which had a materially adverse effect on our operating results for
the 2000 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 $298,000 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


                                       18
<PAGE>


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.

IF WE ARE UNABLE TO COMPLETE A SIGNIFICANT EQUITY FINANCING, WE MAY BE REQUIRED
TO DEFER COMPLETION OF FUTURE SOFTWARE UPDATES AND REDUCE OVERHEAD
SIGNIFICANTLY. We believe we will need to obtain equity financing in an amount
of $2-5 million within fiscal year 2003 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, certain of which are to some degree outside of our control, including
for example economic conditions, any 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/or the resold 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 revenue from operations, we have a very limited
operating history on which you can evaluate our potential for future success.
Rather than relying on historical financial information to evaluate our Company,
you should evaluate our Company 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        lack of intellectual property,
o        licensing and 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 KEY EMPLOYEES 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. We are in a
relatively new market, and there are a limited number of people with the
appropriate combination of skills needed to provide the services that our
customers require. We depend particularly upon the services of Steven Malone,
our Chief Executive Officer and President.

PRODUCT RETURNS THAT EXCEED OUR ANTICIPATED RESERVES COULD RESULT IN WORSE THAN
EXPECTED OPERATING RESULTS. At the time we ship our products to retailers 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 customers who receive our products on credit, we could be


                                       19
<PAGE>


required to significantly increase the reserves previously established. We
cannot be certain that any future write-offs will not occur or that amounts
written off will not have a material adverse effect on our business and depress
the market price of our common stock. Actual returns to date have been within
management's estimates.

IF WE CANNOT OBTAIN CD-ROM MANUFACTURING AND PACKAGING SERVICES ON A TIMELY
BASIS, WE MAY NOT BE ABLE TO TIMELY DELIVER OUR CD-ROM PRODUCTS TO DISTRIBUTORS
AND RETAILERS AND OUR SALES WILL BE ADVERSELY AFFECTED. We use third party
vendors to press CD-ROM disks, assemble purchased product components, and print
product packaging and user manuals in connection with the retail distribution of
our software. We do not have contractual agreements with any of our third party
vendors, which may result in our inability to secure adequate services in a
timely manner. If we cannot obtain adequate manufacturing services, we will not
be able to timely produce and deliver our CD-ROM products to distributors and
retail stores for ultimate sale to consumers, which will adversely affect our
sales and operating results.

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 RESEARCH AND DEVELOPMENT TO KEEP UP WITH THE RAPID TECHNOLOGICAL DEVELOPMENTS
THAT ARE TYPICAL IN OUR INDUSTRY. The Bible-study, inspirational content, and
entertainment 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.


                                       20
<PAGE>


OUR PROPRIETARY TECHNOLOGY MAY NOT BE ADEQUATELY PROTECTED FROM UNAUTHORIZED USE
BY OTHERS, WHICH COULD INCREASE OUR 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 our intellectual property rights, to protect our trade secrets, 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. We cannot predict the
impact that these new devices will have on our services, and any such required
revisions 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 REQUIRE US TO PAY LARGE LEGAL EXPENSES AND
JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING OUR PRODUCT. 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 business and financial condition.

WE FACE ADDITIONAL RISKS AS A RESULT OF OUR INTERNATIONAL SALES. We currently
sell through distributors to many foreign countries. Many of these distributors
are not United States companies, and we therefore face certain risks associated
with doing business outside of the United States. We also plan to further expand
our services to international markets. 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. As we expand into international operations, we will be
increasingly subject to various risks associated with international operations
in addition to the other business risks described in this memorandum. These
risks include the following:


                                       21
<PAGE>


o        management of a multi-national organization,
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        employment and severance issues,
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.

Our inability to manage these and other risks effectively could increase our
expenses or decrease our opportunities to generate revenue.

                           FORWARD-LOOKING STATEMENTS

This report on Form 10-KSB includes "forward-looking statements" within the
meaning of SECTION 27A of the Securities Act of 1933 and SECTION 21E of the
Securities Exchange Act of 1934. These forward-looking statements may relate to
such matters as anticipated financial performance, future revenues or earnings,
business prospects, projected ventures, new products and services, anticipated
market performance and similar matters. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for forward-looking statements. To comply
with the terms of the safe harbor, we caution readers that a variety of factors
could cause our actual results to differ materially from the anticipated results
or other expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include (i) the sufficiency
of our existing capital resources and our ability to raise additional capital to
fund cash requirements for future operations, (ii) uncertainties involved in the
rate of growth and acceptance of the Internet, (iii) adoption by the Christian
community of electronic technology for gathering information, facilitating
e-commerce transactions, and providing new products, websites, and services,
(iv) volatility of the stock market, particularly within the technology sector,
and the ability to use our capital stock as a currency for acquisitions, and (v)
general economic conditions. Although we believe that the expectations reflected
in these forward-looking statements are reasonable, we cannot give any assurance
that such expectations reflected in these forward-looking statements will prove
to have been correct.

We cannot guarantee any future results, levels of activity, performance or
achievements. 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.


                                       22
<PAGE>

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, 2002 and 2001 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 audit 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, 2002 and 2001 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 16 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 16. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                            /s/ Chisholm & Associates
                              North Salt Lake, Utah
                                February 14, 2003



                                       23
<PAGE>
                        FindEx.com, Inc.
                   CONSOLIDATED BALANCE SHEETS
                        December 31, 2002


  ASSETS
CURRENT ASSETS
       Cash and cash equivalents
           Unrestricted cash                                            $9,235
           Restricted cash                                              29,416
                                                                   -----------
                Total cash and cash equivalents                         38,651
       Accounts receivable, trade (Note 2)                             228,241
       Inventories (Note 3)                                            697,202
       Other current assets                                             86,698
                                                                   -----------

           TOTAL CURRENT ASSETS                                      1,050,792
                                                                   -----------

PROPERTY AND EQUIPMENT, net (Note 4)                                    93,053
                                                                   -----------

OTHER ASSETS
       Software license, net (Note 5)                                2,557,395
       Other assets                                                     28,553
                                                                   -----------
           TOTAL OTHER ASSETS                                        2,585,948
                                                                   -----------

           TOTAL ASSETS                                             $3,729,793
                                                                   ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
       Notes payable (Note 6)                                         $749,999
       Current maturities of long-term note payable (Note 7)            56,999
       Accrued royalties                                             2,130,613
       Accounts payable                                              1,170,510
       Rebates payable                                                 413,687
       Payroll taxes payable                                           340,571
       Other current liabilities                                       470,311
                                                                   -----------

           TOTAL CURRENT LIABILITIES                                 5,332,690
                                                                   -----------

LONG-TERM LIABILITIES
       Long-term note payable (Note 7)                                  49,045
       Non-current deferred taxes (Note 8)                           1,084,894
                                                                   -----------
           TOTAL LONG-TERM LIABILITIES                               1,133,939
                                                                   -----------

STOCKHOLDERS' EQUITY (Note 9)
       Preferred stock, Series A, $.001 par value, 5,000,000
           shares authorized, 11,400 shares issued and outstanding          11
       Preferred stock, Series B, $.001 par value, 5,000,000
           shares authorized, 40,000 shares issued and outstanding          40
       Common stock, $.001 par value, 50,000,000 shares
           authorized, 19,811,438 shares issued and outstanding         19,811
       Paid-in capital                                               7,029,079
       Retained (deficit)                                           (9,785,777)
                                                                   -----------
           TOTAL STOCKHOLDERS' EQUITY                               (2,736,836)
                                                                   -----------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $3,729,793
                                                                   ===========


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


                                       24
<PAGE>

                                FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     For the Years Ended
                                                December 31,
                                                     2002               2001
                                              --------------  -----------------

REVENUES, net of reserves and allowances      $   3,908,694    $     2,755,658

COST OF SALES                                       814,225          1,374,759
                                              --------------  -----------------

GROSS PROFIT                                      3,094,469          1,380,899
                                              --------------  -----------------

OPERATING EXPENSES
      Sales                                         811,275           821,525
      General and administrative                  1,798,015         2,751,483
      Amortization expense                          168,658           505,593
      Depreciation expense                           38,850            29,156
      Bad debt expense                                3,284         2,659,994
                                              --------------  -----------------
           TOTAL OPERATING EXPENSES               2,820,082          6,767,751
                                              --------------  -----------------

EARNINGS (LOSS) FROM OPERATIONS                     274,387         (5,386,852)
                                              --------------  -----------------

OTHER INCOME (EXPENSES)
      Interest income                                    55             12,601
      Other income                                   15,981              2,389
      Interest expense                             (160,107)           (88,368)
      Gain on sale of assets                            137                 -
                                              --------------  -----------------
           NET OTHER INCOME (EXPENSES)             (143,934)           (73,378)
                                              --------------  -----------------

NET INCOME (LOSS) BEFORE INCOME TAXES               130,453         (5,460,230)

      INCOME TAXES                                   86,525         (2,140,123)
                                              --------------  -----------------

NET INCOME (LOSS)                             $     216,978   $     (7,600,353)
                                              ==============  =================

NET EARNINGS (LOSS) PER SHARE
      Basic                                   $        0.01   $          (0.71)
                                              ==============  =================
      Diluted                                 $        0.01   $          (0.71)
                                              ==============  =================

WEIGHTED NUMBER OF SHARES OUTSTANDING
      Basic                                      17,607,104         10,744,519
                                              ==============  =================
      Diluted                                    19,741,104         10,744,519
                                              ==============  =================


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

                                       25
<PAGE>


                      FindEx.com, Inc.
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                          Retained
                                                  Preferred Stock       Common Stock        Paid-In       Earnings
                                                Series A Series B    Shares      Amount     Capital       (Deficit)        Total
                                                 -------  ------  ------------  --------- ------------  -------------  -------------
<S>                                               <C>     <C>     <C>            <C>      <C>           <C>            <C>
 Balance, December 31, 2000                       $  15    $ 40    10,509,609    $10,509   $6,486,881    $(2,398,202)   $ 4,099,243

      Conversion of preferred stock                  (4)      -        36,000         36            -              -             32
      Preferred Series A common stock dividend        -       -         5,104          5        4,163         (4,200)           (32)
      Common stock issued for cash                    -       -        48,387         48       14,952              -         15,000
      Common stock issued for services                -       -       632,500        633      112,808              -        113,441
      Common stock warrants issued for services       -       -             -          -      274,916              -        274,916
      Net Loss December 31, 2001                      -        -            -          -            -     (7,600,353)    (7,600,353)
                                                 -------  ------  ------------  --------- ------------  -------------  -------------

 Balance, December 31, 2001                          11      40    11,231,600     11,231    6,893,720     10,002,755)    (3,097,753)

      Common stock settlement for prior cash received               2,184,000      2,184       (2,184)                            -
      Common stock issued for services                              6,465,838      6,466      162,473              -        168,939
      Refund on stock subscription                                    (70,000)       (70)     (24,930)                      (25,000)
      Net Income December 31, 2002                                                                           216,978        216,978
                                                 -------  ------  ------------  --------- ------------  -------------  -------------

 Balance, December 31, 2002                       $  11    $ 40    19,811,438    $19,811   $7,029,079    $(9,785,777)   $(2,736,836)
                                                 =======  ======  ============  ========= ============  =============  =============
</TABLE>





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

                                       26
<PAGE>

                                FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        For the Years Ended
                                                                            December 31,
                                                                     --------------------------
                                                                        2002          2001
                                                                     ------------  ------------
<S>                                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Cash received from customers                                   $ 3,969,806   $ 3,274,383
      Cash paid to suppliers and employees                            (3,677,576)   (3,301,061)
      Interest paid                                                     (108,355)      (21,142)
      Interest received                                                       55        17,945
      Income taxes paid (refunded)                                            48       (35,625)
                                                                     ------------  ------------

                  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES       183,978       (65,500)
                  ---------------------------------------------------------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition of property, plant and equipment                       (43,581)      (14,215)
      Proceeds from sale of property, plant and equipment                  4,000             -
      Deposits (paid) refunded                                             1,450        (3,200)
      Website development costs                                          (18,978)            -
                                                                     ------------  ------------

                  NET CASH USED BY INVESTING ACTIVITIES                  (57,109)      (17,415)
                                                                     ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds (payments) from (to) line of credit, net                  (21,934)       28,214
      Refund on stock subscription                                       (25,000)            -
      Proceeds from issuance of stock                                          -        15,000
      Payments made on long term debt                                    (48,424)            -
      Addition to license agreements                                           -        25,073
                                                                     ------------  ------------

                  NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES       (95,358)       68,287
                  ---------------------------------------------------------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      31,511       (14,628)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             7,140        21,768
                                                                     ------------  ------------

                  CASH AND CASH EQUIVALENTS, END OF PERIOD           $    38,651   $     7,140
                                                                     ============  ============

RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOWS FROM OPERATING ACTIVITIES
      Net income (loss)                                              $   216,978   $ (7,600,353)
      Adjustments to reconcile net income (loss) to net cash
          provided (used) by operating activities:
              Depreciation & amortization                                207,508       534,749
              Bad debt expense                                             3,284     2,659,994
              Stock issued for services                                  168,939       388,357
              (Gain) on sale property, plant and equipment                  (137)            -
          Change in assets and liabilities:
              Decrease in accounts receivable                            228,645       335,819
              (Increase) in refundable income taxes                      (46,577)       (1,548)
              (Increase) in inventories                                  (50,956)      (28,344)
              (Increase) decrease in prepaid expenses                    (21,925)       18,199
              Decrease in note receivable                                      -       240,000
              Increase (decrease) in accounts payable                   (267,864)      404,554
              Increase (decrease) in income taxes payable                  3,272       (42,556)
              Increase (decrease) in deferred taxes                      (62,149)    2,148,602
              Increase in accrued royalties                               47,919       483,221
              Increase (decrease) in other liabilities                  (242,959)      393,806
                                                                     ------------  ------------

                  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES   $   183,978   $   (65,500)
                                                                     ============  ============
</TABLE>



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



                                       27
<PAGE>
                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 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 book stores, 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.

During the years ended December 31, 2002 and 2001, the Company had one major
customer that individually accounted for 10% or more of the annual sales. Sales
to Customer A accounted for 5% and 17%, respectively, of consolidated revenue
for the years ended December 31, 2002 and 2001. Accounts receivable relating to
Customer A were $507 as of December 31, 2002.

During the years ended December 31, 2002 and 2001, nine vendors provided
purchases individually of 10% or more of the total product and material
purchases as follows: Vendor A accounted for 33% and 11%, respectively, Vendor B
accounted for 16% and 2%, respectively, Vendor C accounted for 14% and 4%,
respectively, Vendor D accounted for 12% and -0-%, respectively, Vendor E
accounted for 10% and -0-%, respectively, Vendor F accounted for -0-% and 23%,
respectively, Vendor G accounted for 2% and 21%, respectively, Vendor H
accounted for -0-% and 14%, respectively, and Vendor I accounted for -0-% and
12%, respectively. Accounts payable relating to Vendors A, B, C, D, E, F, G, H,
and I were $24,416, $-0-, $8,138, $22,097, $287, $-0-, $163,102, $-0-, and $-0-,
respectively, as of December 31, 2002.


                                       28
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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.

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 at December 31, 2002 were $357,539, less accumulated
amortization of $77,036. Research and development costs incurred and charged to
expense were $51,668 and $-0- for the years ended December 31, 2002 and 2001,
respectively (see Note 3).

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

Amortization of intangible assets is provided on the straight-line method over
the useful lives.




                                       29
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 30 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.

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 2002 and 2001 were approximately, $278,000 and $615,000, 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.

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.



                                       30
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Earnings (Loss) 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 anti-dilutive because the exercise prices were above the
average market price during the period. Anti-dilutive 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.

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 which 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.

NOTE 2 - ACCOUNTS RECEIVABLE

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

         Trade receivables                                     $236,241
         Less:  Allowance for doubtful accounts                   8,000
                                                         ---------------
                                                               $228,241
                                                         ===============

During the year ended December 31, 2002, we transferred accounts receivable
totaling $399,556 to a lender for cash advances of $239,734. 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, 2002, the balance of receivables
transferred and included in trade receivables was $9,804. The remaining secured
borrowing balance of $6,277 is included in accrued expenses.



                                       31
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 3 - INVENTORIES

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

         Raw materials                                           $121,000
         Capitalized software development costs, net              280,502
         Finished goods                                           295,700
                                                           ---------------
                                                                 $697,202
                                                           ===============

NOTE 4 - PROPERTY AND EQUIPMENT, net

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

         Office furniture and fixtures                            $49,845
         Office equipment                                          24,099
         Warehouse equipment                                       23,150
         Computer software                                         34,628
         Computer equipment                                        60,770
                                                           ---------------
                                                                  192,492
         Less:  Accumulated depreciation                           99,439
                                                           ---------------
                                                                 $ 93,053
                                                           ===============

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 the year, determined using the straight-line method, was reduced by
approximately $112,000 (see Note 14).

NOTE 6 - NOTES PAYABLE

At December 31, 2002, notes payable consisted of the following:
<TABLE>
<S>                                                                                   <C>
  Demand note payable to a corporation, with interest at 9%.  Unsecured.                  $650,000

  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.                                                                            33,333

  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.                                                                            33,333

  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.                                                                            33,333
                                                                                       ------------
                                                                                          $749,999
                                                                                       ============
</TABLE>

NOTE 7 - LONG-TERM NOTE PAYABLE

On January 31, 2002, the Company refinanced $154,468 of trade accounts payable
by issuing a long-term note payable to a corporation. The term note is unsecured
and due October 2004 in monthly installments of $5,285, including interest at
8%.



                                       32
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 7 - LONG-TERM NOTE PAYABLE, continued

Principal maturities at December 31, 2002 are as follows:

           2003                  $56,999
           2004                   49,045
                          ---------------
                                $106,044
                          ===============

NOTE 8 - INCOME TAXES

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

                                            2002                2001
                                       --------------     ---------------
         Current:
              Federal                      $ ---              $ ---
              State                         (27,648)               ---
                                       --------------     ---------------
                                            (27,648)               ---
                                       --------------     ---------------
         Deferred:
              Federal                       (45,152)           1,744,841
              State                         (13,725)             395,282
                                       --------------     ---------------
                                            (58,877)           2,140,123
                                       --------------     ---------------
         Total tax provision (benefit)     $(86,525)          $2,140,123
                                       ==============     ===============

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, 2002 are as follows:

         Current Deferred Tax Assets:
              Net operating loss carryforward
                   Federal                                         $102,000
                   State                                             24,000
              Reserve for sales returns
                   Federal                                           19,630
                   State                                              4,619
              Reserve for technical support costs
                   Federal                                           15,251
                   State                                              3,588
              Reserve for rebates payable
                   Federal                                            8,398
                   State                                              1,976
              Accrued compensation costs
                   Federal                                           34,235
                   State                                              8,055
              Reserve for bad debts
                   Federal                                            2,720
                   State                                                640
                                                              --------------
                                                                    225,112
              Less valuation allowance for deferred tax assets      225,112
                                                              --------------
         Net Current Deferred Tax Assets                          ---
                                                              --------------



                                       33
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 8 - INCOME TAXES, continued

         Non-Current Deferred Tax Assets:
              Net operating loss carryforward
                   Federal                                           $3,132,422
                   State                                                742,937
              Reorganization Costs
                   Federal                                               22,100
                   State                                                  5,200
              State deferred tax liabilities
                   Federal                                               69,618
                                                                  --------------
                                                                      3,972,277
              Less valuation allowance for deferred tax assets        3,972,277
                                                                  --------------
         Net Non-Current Deferred Tax Assets                          ---
                                                                  --------------

         Non-Current Deferred Tax Liabilities:
              Software license fees
                   Federal                                            (876,024)
                   State                                              (203,792)
              Property and equipment, net
                   Federal                                              (4,111)
                   State                                                  (967)
                                                                  --------------
         Net Non-Current Deferred Tax Liability                     (1,084,894)
                                                                  --------------

         Net Deferred Tax Asset (Liability)                        $(1,084,894)
                                                                  ==============

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

         Non-current deferred tax liability                        $(1,084,894)
                                                                  ==============

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

At December 31, 2002, the Company has available net operating loss carryforwards
of approximately $9,750,000 for federal income tax purposes that expire in 2021.
The federal carryforwards resulted from losses generated in 1996 through 2001.
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%                     $44,354
         State tax effects                                          (41,373)
         Nondeductible expenses                                        6,850
         Taxable temporary differences                              (48,062)
         Deductible temporary differences                           (95,966)
         Deferred tax asset valuation allowance                       47,672
                                                              ---------------
              Income tax benefit                                   $(86,525)
                                                              ===============

NOTE 9 - STOCKHOLDERS' EQUITY

Common Stock

On January 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 12,500 common shares valued
at $.45 per share.

On February 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 12,500 common shares valued
at $.42 per share.



                                       34
<PAGE>


                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 9 - STOCKHOLDERS' EQUITY, continued

On March 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.68 per share.

On April 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.30 per share.

On May 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.27 per share.

On June 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.23 per share.

On July 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.13 per share.

On July 15, 2001, FindEx converted 3,600 shares of Preferred Series A into
36,000 common shares. In addition, FindEx converted $4,200 unpaid accumulated
Preferred Series A dividends into 5,103 common shares.

On August 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.089 per share.

On September 5, 2001, pursuant to a stock subscription agreement with a company,
FindEx issued 48,387 common shares in exchange for cash of $15,000.

On September 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.17 per share.

On October 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.13 per share.

On October 25, 2001, pursuant to a consulting agreement with a company for
strategic planning and development and enhancement of sales opportunities,
FindEx issued 500,000 common shares valued at $.13 per share.

On November 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.06 per share.

On December 15, 2001, pursuant to a consulting agreement with an individual to
provide investor relations services, FindEx issued 10,750 common shares valued
at $.04 per share.

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.


                                       35
<PAGE>


                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 9 - STOCKHOLDERS' EQUITY, continued

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.

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.

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, 2002, 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.

Voting Rights
The 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, 2002, 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.


                                       36
<PAGE>


                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 9 - STOCKHOLDERS' EQUITY, continued

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 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 Rights
The holder of each share of Preferred Stock is not entitled to vote, except as
required by law.

Warrants

On February 19, 2001, in compromise and settlement of a consulting agreement,
FindEx issued warrants to purchase 100,000 common shares exercisable at $.50 per
share. The warrants are currently exercisable and expire in February 2008. The
fair value of the warrants is estimated on the date of grant using the
Black-Scholes option-pricing model. In association with the warrants, the
Company recognized $39,501 of consulting expense. These warrants were repriced
on October 5, 2001.

On March 7, 2001, pursuant to an agreement with a law firm to provide corporate
legal services, FindEx issued warrants to purchase 100,000 common shares
exercisable at $.01 per share. The warrants are currently exercisable and expire
in March 2006. The fair value of the warrants is estimated on the date of grant
using the Black-Scholes option-pricing model. In association with the warrants,
the Company recognized $36,859 of legal expense.

On March 26, 2001, pursuant to an investment agreement with an institutional
private equity investor, FindEx issued a warrant to purchase 510,000 common
shares exercisable at $.23 per share. The warrant is currently exercisable for
300,000 shares with the balance vesting upon satisfaction of certain conditions
and will expire in March 2007. The fair value of the warrant is estimated on the
date of grant using the Black-Scholes option-pricing model. In association with
the warrant, the Company recognized $181,392 of professional fees.

On May 11, 2001, pursuant to an agreement with a law firm to provide corporate
legal services, FindEx issued warrants to purchase 50,000 common shares
exercisable at $.01 per share. The warrants are currently exercisable and expire
in May 2006. The fair value of the warrants is estimated on the date of grant
using the Black-Scholes option-pricing model. In association with the warrants,
the Company recognized $13,464 of legal expense.

On October 5, 2001, in compromise and settlement of a consulting agreement, we
cancelled warrants issued on February 19, 2001 to purchase 100,000 common shares
exercisable at $.50 per share and issued warrants to purchase 125,000 common
shares at $.148 per share. The warrants are currently exercisable and expire in
February 2008. The fair value of the warrants is estimated on the date of grant
using the Black-Scholes option-pricing model. This has been treated as a
re-pricing of the original warrants and an additional warrant for 25,000 common
shares. In connection with the issuance of the additional warrants, we
recognized consulting fees of $3,700. The net effects of the re-pricing are
negligible.

NOTE 10 - EARNINGS PER COMMON SHARE

Earnings per common share are computed by dividing net income (loss) 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 11), assuming that the Company reinvested the
proceeds to purchase additional shares at market value.



                                       37
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 10 - EARNINGS PER COMMON SHARE, continued

The following table shows the amounts used in computing earnings per share and
the effect on income (loss) and the average number of shares of dilutive
potential common stock:
<TABLE>
<S>                                                  <C>              <C>                <C>
         For the Year Ended December 31, 2001         Income (Loss)        Shares            Per-share
                                                       (Numerator)      (Denominator)         Amount
         -----------------------------------------------------------   ----------------    ------------
         Net Loss                                      $(7,600,353)
         Less preferred stock dividends                     (4,200)
                                                     ---------------
         Loss available to common
            stockholders-basic earnings per share       (7,604,553)         10,744,519         $(0.71)
                                                                                           ============
         Effect of Dilutive Securities
            Options                                       --                --
            Convertible notes payable                     --                --
            Convertible Preferred Series A                --                --
            Convertible Preferred Series B                --                --
            Warrants                                      --                --
                                                     ---------------   ----------------
         Loss available to common
            stockholders-diluted earnings per share    $(7,604,553)         10,744,519         $(0.71)
                                                     ===============   ================    ============

         For the Year Ended December 31, 2002         Income (Loss)         Shares          Per-share
                                                       (Numerator)       (Denominator)        Amount
         -----------------------------------------------------------   ----------------    ------------
         Net Income                                        $216,978
         Less preferred stock dividends                   --
                                                     ---------------
         Income available to common
            stockholders-basic earnings per share           216,978         17,607,104          $0.01
                                                                                           ============
         Effect of Dilutive Securities
            Options                                       --                --
            Convertible notes payable                        24,912          1,980,000
            Convertible Preferred Series A                --                   114,000
            Convertible Preferred Series B                --                    40,000
            Warrants                                      --                --
                                                     ---------------   ----------------
         Income available to common
            stockholders-diluted earnings per share        $241,890         19,741,104           $0.01
                                                     ===============   ================    ============
</TABLE>

A total of 4,483,200 and 1,353,016 dilutive potential securities for the years
ended December 31, 2002 and 2001, respectively, have been excluded from the
computation of diluted earnings per share, as their inclusion would be
anti-dilutive.

NOTE 11 - 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, 2002, 6,306,550 shares were available for future issuance
under the Plan.


                                       38
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 11 - STOCK-BASED COMPENSATION, continued

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 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:

                                      As reported         Proforma
                                     --------------    ----------------
 Net income                               $216,978            $122,556
 Basic income per share                      $0.01               $0.01
 Diluted income per share                    $0.01               $0.01

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

                                                          Outstanding Options
                                                      --------------------------
                                          Shares        Number of  Weighted-Avg.
                                         Available                   Exercise
                                         for Grant       Shares        Price
                                       -----------    ------------ ----------
Balance at December 31, 2001             6,181,148       2,818,852      $ .42
  Granted                                    --             --           --
  Exercised                                  --             --           --
  Forfeited (canceled unvested options only) --           (63,750)      $ .16
  Canceled                                 125,402       (125,402)      $ .39
                                       -----------    ------------
 Balance at December 31, 2002            6,306,550       2,693,450      $ .42
                                       ===========    ============

The following table summarizes information about stock options outstanding at
December 31, 2002.
<TABLE>
<CAPTION>
<S>                                                                                  <C>

                                   Outstanding Options                                      Exercisable Options
         -------------------------------------------------------------------------    --------------------------------
             Range of            Outstanding     Weighted-Average  Weighted-Average  Exercisable at      Weighted-Average
                                  Remaining
                                 at December       Contractual        Exercise         December 31,        Exercise
          Exercise Prices         31, 2002         Life (Years)         Price              2002              Price
         ------------------    ----------------    -------------    --------------    ----------------    ------------
         $0.00 to $1.10            2,693,450           8.3             $.4183            2,043,533          $.5013
</TABLE>

NOTE 12 - 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 leases. There
is no lease renewal option contained in the lease. Rental expense for the years
ended December 31, 2002 and 2001 amounted to $118,621 and $144,240,
respectively.

At December 31, 2002, the future minimum rental payments required under this
lease are as follows:

         2003         $62,370
         2004          64,191
         2005          65,491
         2006          65,491
         2007          27,288
                  ------------
                     $284,831
                  ============





                                       39
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2002


NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

The Company incurred the following non-cash investing and financing activities
during the years ended December 31, 2002 and 2001, respectively:

                                                        2002            2001
                                                   -------------    ------------
  Common stock  and warrants issued for services      $168,939        $388,357
  Common stock dividend                               ---                4,200
  Conversion of preferred stock to common stock       ---                   32

NOTE 14 - 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. We are continuing negotiations with Zondervan to reach a settlement
that will allow us to resume shipment of those products. Company management
believes the amount of any potential loss cannot be reasonably estimated.

The Company has reached tentative settlement in a dispute with The Learning
Company over various provisions of several agreements, including the software
license agreement (see Note 5). Ultimate disposition of this tentative
settlement is contingent upon settlement of negotiations with The Zondervan
Corporation. Company management believes the amount of any potential loss cannot
be reasonably estimated.

NOTE 15 - 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. The Company is also dependent upon a few major customers. If any of
these customers experienced operational problems or ceased placing orders with
the Company, operations could also be adversely affected.

NOTE 16 - 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 17 - SUBSEQUENT EVENTS

On February 6, 2003, the Company was notified by our credit card merchant
services provider of their need to maintain a $50,000 reserve for disputed
credit card charges and sales returns. The reserve requirement was based on the
Company's financial and credit history and will be established through April
2003.

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. The monthly installments increase to $45,000 beginning June 5, 2003 and
continuing through November 5, 2003.



                                       40
<PAGE>



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

None.





                                       41
<PAGE>

                                    PART III

Item 9. Directors and Executive Officers of the Registrant.

Our directors and executive officers and their ages as of March 2003 are as
follows:


Name                            Age                  Position

Steven Malone                   36        Director, Chairman of the Board and
                                          President

Henry M. Washington, Ph.D.      59        Director

John A. Kuehne                  45        Director

Kirk R. Rowland, CPA            43        Director and Chief Financial Officer

Steven Malone - Mr. Malone served as President 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 fifteen years of experience in the computer
industry, with the last nine focused on sales, marketing and management. 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. - Dr. Washington has been Managing Director of Rilas
& Rogers, LLC, an international consulting firm located in Detroit, since 1994.
Rilas & Rogers has 23 consultants specializing in labor relations, human
resources, community and government relations services for major manufacturing
and utility firms. 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.

John A. Kuehne - Mr. Kuehne is presently a management consultant and co-owner
with Alliance Corporate Services; www.alliancecorp.ws, 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



                                       42
<PAGE>

acquisition of Pacific Forest Products. Mr. Kuehne is also currently a director
of Prospector Consolidated Resources, and the acting Chief Financial Officer of
a Marketing Service Provider, www.marketlinc.com. 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 - 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 nineteen 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.

         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 Commission 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 Commission'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 Transactions
               Number of Late Reports    Not Timely Reported     Failure to File
 Steven Malone            1                        1                    ---
 John A. Kuehne           1                        1                    ---
 Henry M. Washington     ---                       1                     1
 Kirk R. Rowland          1                        1                    ---


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. No other individuals employed by the Company received a salary
and bonus in excess of $100,000 during 2002.

         Long-Term Annual Compensation


<TABLE>
<CAPTION>
Securities
                                                                                                               Other
                                                                                              Annual         Underlying
    Name and Principal Position              Year           Salary           Bonus         Compensation       Options (#)
----------------------------------           ----           ------           ------       ---------------    --------------
<S>                                        <C>            <C>             <C>           <C>                <C>
Steven Malone,                                2002          $150,000         $2,203             -0-             300,000
President and Chief Executive                 2001          $150,000           -0-              -0-             300,000
Officer                                       2000          $125,000         $12,500            -0-             100,000

Joseph V. Szczepaniak                         2002           -0-                -0-              -0-                -0-
Former Chairman &                             2001           $54,036            -0-              -0-                -0-
Chief Executive Officer                       2000           $200,000           -0-              -0-                -0-
</TABLE>


                                       43
<PAGE>


Employment Arrangement

Mr. Malone is employed pursuant to a three-year employment agreement which
commenced on June 19, 2000. The agreement provides for a base annual salary
equal to $150,000 and an annual bonus at the discretion of the Board. 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.

Director Compensation

Non-officer directors are entitled to a fee of $1,000 for attendance at meetings
of the Board of Directors, plus reimbursement for reasonable travel expenses. In
addition, on April 1, 2002, the Company granted each of its directors 1,000,000
common shares valued at $.025 per share.

Information Concerning Stock Options

The Company did not grant options during the fiscal year ended December 31,
2002.

The following table sets forth the number of stock options held by the executive
officers named in the Summary Compensation Table as of December 31, 2002 and the
value of unexercised "in-the-money" options held which represents the positive
difference between the exercise price and the market price at fiscal year end.
No such executive exercised any options during the fiscal year 2002.

2002 Fiscal Year End Option Values



                 Number of Unexercised               Value of Unexercised
Name           Options at Fiscal Year End    in-the-money Option Fiscal Year End
------         --------------------------    -----------------------------------

Joseph V. Szczepaniak      -0-                             -0-

Steven Malone           425,000                            -0-


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

The following table sets forth, as of March 7, 2003, the beneficial ownership of
the Company's Common Stock by (i) the only persons who own of record or are
known to own, beneficially, more than 5% of the Company's Common Stock; (ii)
each director and executive officer of the Company; and (iii) all directors and
officers as a group. Unless otherwise indicated, each such person has the sole
voting and investment power with respect to the shares owned. The address of
each person listed is in care of FindEx.com, Inc., 11204 Davenport Street, Suite
100, Omaha, Nebraska 68154.


                                       44
<PAGE>
Percent of
Name
Stock                         Number of Shares         Outstanding Common
------                      ---------------------      ------------------
Steven Malone                   1,867,000 (1)                 9.4%
Henry M. Washington             1,350,000 (2)                 6.8%
John A. Kuehne                  1,350,000 (2)                 6.8%
Kirk R. Rowland, CPA            1,385,000 (3)                 7.0%
Officer and Directors
as a group of (4 persons)       5,952,000                    30.0%
Ronald Ardt                     1,005,375 (4)                 5.1%

(1) Consists of stock options to acquire up to 483,000 shares of common stock,
262,166 of which are presently exercisable and 1,384,000 common shares.

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

(3) Consists of stock options to acquire up to 225,000 shares of common stock,
97,916 of which are presently exercisable and 1,160,000 common shares.

(4) Based on Schedule 13D filed with the Securities and Exchange Commission on
September 30, 2002.

Item 12. Certain Relationships and Related Transactions.

There are no Related Transactions or Certain Relationships 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.

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.

99.1 Certification of Findex.com,  Inc. Chief Executive Officer,  Steven Malone,
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification of Findex.com,  Inc. Chief Financial  Officer,  Kirk Rowland,
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K and Form 8-K/A filed during the three months
ended December 31, 2002:

None.

                                       45
<PAGE>



Item 14. 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.



                                       46
<PAGE>


                                   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
                          -----------------
                        Name: Steven Malone
                       Title: President and Chief Executive Officer



                                       47
<PAGE>

Date: March 31, 2003

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.

<TABLE>
<S>                           <C>                                                 <C>
  Signature                         Title                                              Date

  /s/ Steven Malone             Chairman of the Board, President and Chief          March 31, 2003
  ------------------------
  Steven Malone                 Executive Officer (principal executive officer)

  /s/ John Kuehne               Chairman of the Audit Committee                     March 31, 2003
  ------------------------
  John A. Kuehne

  /s/ Henry M. Washington       Director                                            March 31, 2003
  ------------------------
  Henry M. Washington

  /s/ Kirk R. Rowland           Chief Financial Officer                             March 31, 2003
  --------------------
  Kirk R. Rowland              (principal financial and accounting officer)
</TABLE>




                                       48
<PAGE>




                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         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


                                       49
<PAGE>


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:   March 31, 2003              By /s/ Steven Malone
                                       -------------------
                                           Steven Malone
                                           President & Chief Executive Officer


                                       50
<PAGE>



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         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


                                       51
<PAGE>


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:   March 31, 2003                        By /s/ Kirk Rowland
                                                 ------------------
                                                     Kirk Rowland
                                                     Chief Financial Officer


                                       52
<PAGE>

Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the annual report of FindEx.com, Inc. (the "Company") on Form
10-KSB for the period ending December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Periodic Report"), I, Steven
Malone, President and Chief Executive Officer of the Company, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Periodic 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.




Date:   March 31, 2003               By /s/ Steven Malone
                                        -------------------
                                            Steven Malone
                                            President & Chief Executive Officer



                                       53
<PAGE>



Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of FindEx.com, Inc. (the "Company") on Form
10-KSB for the period ending December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Periodic Report"), I, Kirk Rowland,
Chief Financial Officer of the Company, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

(1)      The Periodic 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.



Date:   March  31, 2003                      By /s/ Kirk Rowland
                                                ------------------
                                                     Kirk Rowland
                                                     Chief Financial Officer




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