SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 Of 1934 for the fiscal year ended December 31, 2000

                                       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                   (I.R.S. Employer
              of Incorporation)                        Identification No.)

        11640 Arbor Street, Suite 201                         68144
               Omaha, Nebraska                             (Zip Code)
   (Address of Principal Executive Offices)

                                 (402) 333-1900
                (Issuer's telephone number, including area code)


           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not 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, 1999 totaled  $6,513,408 and for
the fiscal year ended December 31, 2000 totaled $7,154,964.

As of December 31, 2000, the aggregate  market value of the voting stock held by
non-affiliates  of the registrant (based upon the average of the closing bid and
asked prices on such date) was approximately $4,592,485.

As of March 15, 2001, the registrant had outstanding:  10,509,609


<PAGE>




                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                 <C>
                                                                                    Page Number

                                     PART I
ITEM 1.  Description of Business                                                        1
ITEM 2.  Description of Property                                                        5
ITEM 3.  Legal Proceedings                                                              5
ITEM 4.  Submission of Matters to a Vote of Security Holders                            5

                                     PART II
ITEM 5.  Market for the Company's Common Equity and Related Stockholder
                  Matters                                                               6
ITEM 6.  Management's Discussion and Analysis of Financial Condition or
                  Plan of Operations                                                    7
ITEM 7.  Financial Statements                                                          15
ITEM 8.  Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure                                                 32

                                    PART III
ITEM 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
                  with Section 16(a) of the Exchange Act                               32
ITEM 10. Executive Compensation                                                        33
ITEM 11. Security Ownership of Certain Beneficial Owners and Management                34
ITEM 12. Certain Relationships and Related Transactions                                34
ITEM 13. Exhibits and Reports on Form 8-K                                              35
</TABLE>

<PAGE>


                                     PART I

                   SPECIAL NOTE ON 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

Overview

FindEx.com,  Inc.  ("FindEx" or the  "Company" and  collectively  referred to as
"we","us"  or "our" as required  by the  context)  is a retail,  wholesale,  and
Internet  (www.Quickverse.com)  supplier  of software  products to business  and
religious  organizations  and  individuals.  As the premier Bible study software
provider,  we develop  and  publish  church and Bible  study  software  products
designed to simplify Biblical research,  streamline church office tasks, provide
easy access to Bible-related stories and enhance the user's understanding of the
Bible.  FindEx.com  also  offers  financial  information  and  decision  support
services online through its Website, www.findex.com. As discussed in more detail
below,  we have adopted a two-part  business plan related to the development and
sale of religious  software  products  and  Financial  Information  Products and
Services.

         Religious Software Business

The first step is to be the premier provider of Bible study and related products
and content to the domestic and  international  markets,  through both acquiring
established   companies  and  ongoing  internal   development  of  products  and
Bible-related  content.  On June 30 1999,  we completed  an exclusive  licensing
agreement (the "Mattel License  Agreement") with Mattel  Corporation  ("Mattel")
for their  Parsons  Church  Division.  In so doing,  we obtained  the  exclusive
world-wide  right to market,  sell, and continue to develop several  top-selling
Bible study software  products  including the Zondervan NIV Bible and QuickVerse
to  churches  or other  places  of  worship,  religious  schools  and  religious
organizations.  The Mattel License Agreement is valid for a period of ten years.
QuickVerse  is  currently  our  largest-selling   product  with  over  1,000,000
certified copies sold.

As part of our strategy, we intend to extend our current Bible software category
into  one  that is  more  of a  broad-based  "inspirational"  category,  thereby
allowing us to broaden our existing  product  lines.  Such an  initiative  might
include,  for  example,   children's  educational  titles,   Christian  graphics
programs,  Sunday school  teaching aides,  and  inspirational  commentaries  and
devotionals.

In addition to the Mattel License Agreement, we also entered into a distribution
agreement  with Mattel  whereby we acquired  the  exclusive  right to sell other
Mattel software titles into the Christian Bookseller Association ("CBA") market.
We also now employ the  strength of The  Learning  Company's  (formerly  Mattel)
direct marketing group to market and sell our products directly to consumers.

         Financial Information Products & Services

The second  step is to build upon our  existing  base of  financial  information
products and services. We currently market Membership Plus and Membership Plus -
Church  Office.  Each of these  products  provides  church  database,  financial
management and church productivity tools. We have sold this suite of products to
over 25,000  church and  para-church  ministries.  As we continue to develop the
financial information and financial decision-making tools through our Findex.com
website,  it has the natural base of existing  users to provide a broad range of
products  and  services.  We believe  that we can rely upon a brand and affinity
group marketing strategy to extend our product lines beyond our existing core of
Bible,  reference and inspirational  productivity  tools and into broader market
segments  including  fundraising,  debt  management  and building  fund decision
tools. The first step in extending in our plan to

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<PAGE>


accomplish  this is making these  products and services  available to the church
and  para-church  ministries.  The second step will be to provide  similar tools
customized to the members and other attendees of these churches.

         Our Key Products

Our two most  significant  products are QuickVerse,  a Bible study search engine
tool,  and the  Membership  Plus  product,  a  Windows-based  financial and data
management product for churches currently used in over 25,000 churches.

                  QuickVerse Software

QuickVerse  software  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
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  in any  language  across  multiple  books.
QuickVerse  Version 7 is  available  in three CD-ROM  editions,  the  QuickVerse
Standard  Edition  which  includes  8  Bibles,  and  38  reference  titles,  the
QuickVerse Expanded Edition which includes 11 Bibles and 54 reference titles and
the QuickVerse  Deluxe Edition which includes 16 Bibles and 76 reference titles.
Each  QuickVerse  purchase  includes  access  to  various  online  books via the
QuickVerse(TM)  Online Library, with complete access to all library titles for a
monthly fee.

In February 2000, the Company released QuickVerse Essentials,  a new addition to
the QuickVerse Bible software family.  Positioned as an affordable,  entry-level
version of the original  flagship  QuickVerse  software,  Essentials  includes 6
Bibles and 22 reference titles.  Essentials  provides the same simplified access
and personal Bible study features found in the higher-end  versions,  as well as
advanced  search  options and the ability to transfer  text for word  processing
applications.

                  Membership Plus Software

The Membership Plus church management  software is designed to streamline church
office tasks and organize church membership databases.  Membership Plus makes it
easier to  produce  targeted  mailings,  attendance  reports  and  IRS-compliant
contribution  receipts.  It also includes financial management software designed
to give users a better understanding of church finances.

Information  services are also available  through our financial  information Web
site  www.findex.com.  We deliver financial  information and decision support in
the areas of accounting and taxes, banking information and services,  insurance,
investments,  and legal,  regulatory and mortgage information.  Each category on
our web site supplies  users with  information  to support an informed  decision
through conducting a search and/or providing access to professionals within each
category by linking to other Web sites.

                  Other Software Products

Our other software products  include:  Bible  Illustrator,  which provides quick
access to thousands of Bible-related stories, quotes and anecdotes,  and various
biblical  language  tutorials,  sermons and stories.  Calendar Creator Christian
Edition  software allows the user 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 user's schedule.
Clickart  Christian  Graphics  Deluxe is a  graphic  program  with  over  13,000
high-quality illustrative and photographic images, fonts and alphabets. Included
is PrintMaster Classic 7.0, which aids in the creation of custom logos, graphics
and easy Web page publishing in addition to providing  thousands of professional
templates and images free via the Online Art Gallery.

Our Market

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<PAGE>


A 1999  Gallup  poll found 55  percent of  Americans  identified  themselves  as
Protestant,  while 28 percent 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  percent.  Religious  retailing  is a $3  billion  business
according to the CBA. The 3,500-store segment has a few 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,  aged 30 to 49 and has a net 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 percent of religious books are now generally available at
chains such as Barnes and Noble.  Finally,  Amazon.com  is credited as presently
being the largest seller of Christian books and music on the Internet.

Jupiter  Communications,  an Internet  commerce  research  Company  predicts the
online retail market for religious commerce will be $7 billion by 2003.

According to SOMA  Communications,  Inc. (a Christian  broadcast market research
firm  utilizing  data  supplied by Simmons) over 70 percent of Christians on the
Internet  have an annual  income in excess of  $40,000  and over 30  percent  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 percent more likely
to own a computer and approximately 15 percent more likely to own a modem.

Acquisition Strategy

A major aspect of our development  strategy  includes the pursuit of acquisition
or other strategic growth  opportunities  with respect to companies in the Bible
Study, e-commerce and/or financial information marketplace.  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, or (ii) which are development-stage enterprises in need of
additional funds to expand into new products or markets, or (iii) an established
business that may be experiencing  financial or operating difficulties and needs
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.

Formation

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.  Then on April 30,
1999, we were acquired by EJH Entertainment,  Inc., a Nevada  corporation,  in a
stock for stock transaction and, in connection therewith, we changed our name to
FindEx.com, Inc. Pursuant to a Share Exchange Agreement dated March 07, 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.

Recent Development


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On  March  26,  2001,  we  entered  into a  binding  letter  of  intent  with an
institutional  private  equity  investor,  (the "Letter of Intent")  pursuant to
which we have the ability to require such investor to purchase up to $15 million
of our  common  stock  from time to time  over a period of up to 36 months  (the
"Term").  The  shares  will be sold to a  private  institutional  investor  at a
discount to the market price of our common stock at the time of sale. During any
twenty (20) day period during the Term, we will have the ability to require such
investor to purchase  up to $2 million of our common  stock,  subject to certain
limitations based upon our trading volume and share price.

The  consummation  of the  financing  contemplated  by the  Letter  of Intent is
subject to  numerous  conditions,  certain  of which are  outside  our  control,
including  the  investor's  completion  of its due  diligence,  our  entry  into
definitive   agreements  with  the  investor  and  the  effectiveness  with  the
Securities  and Exchange  Commission of a  registration  statement  covering the
resale  of the  shares  to be  issued  to such  investor,  and  there  can be no
assurance that the financing  will be consummated on the term described  herein,
or at all.  See  "Management's  Discussion  of Financial  Condition  and Plan of
Operation - Liquidity and Capital Resources."

Marketing and Sales

We face the challenge of reaching the mostly  independent  3,500 CBA stores on a
consistent basis to keep them informed of new releases, promotional offers, etc.
In  addition  to  advertising  in trade  publications  and  maintaining  a large
presence at CBA Trade shows and  events,  we believe  that it is critical to see
each customer routinely in order to stay ahead of the competition.  Towards that
end, we employ an in house sales force consisting of five sales representatives.
Our sales representatives  contact each of the 3,500 independent stores 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 more on advertising to reach
the CBA customers.

At secular retail,  we continue to be the top seller of Bible study software and
are developing  additional  product  offerings and promotions to grow our market
share.

In the direct sales market,  we use the strength of The Learning  Company's (TLC
and  formerly  Mattel)  direct  marketing  and sales force to sell our  products
directly to the consumer.  TLC sends out several  million  catalogs,  emails and
direct  offerings  for the  Company's  products  annually and has a direct sales
infrastructure of telephone sales reps to handle both inbound and outbound sales
campaigns.  Additionally, in 2000, over 12% of our direct sales come through our
Internet site www.quickverse.com, which is driven by TLC's www.learningco.com.

Significant Customers and Suppliers

For the years ended December 31, 2000 and 1999,  sales to TLC (formerly  Mattel)
and subsidiaries,  accounted for 41% and 69%, respectively, and sales to Navarre
Corporation accounted for 14% and 0%, respectively,  of consolidated revenue. We
expect that sales of our  products to TLC and Navarre  will  continue to account
for a high percentage of our revenue in the foreseeable future.

Also for the years  ended  December  31,  2000 and 1999,  product  and  material
purchases  from TLC  accounted  for 17% and 47%,  respectively,  purchases  from
SonoPress,  Inc.  accounted for 3% and 14%,  respectively,  purchases from Cedar
Graphics,  Inc.  accounted for 28% and 12%,  respectively,  purchases from Zomax
Optical Media, Inc. accounted for 13% and 6%,  respectively,  and purchases from
N-Lightning Software  Development,  Inc. accounted for 12% and 0%, respectively,
of the total product and material purchases made by the Company.

Regulatory Environment

The Company is not  currently  subject to direct  regulation  by any  government
agency, other than regulations applicable to businesses generally.  However, due
to the increasing media attention focused on the Internet, it is possible that a
number of laws and  regulations  may be adopted  with  respect to the  Internet,
covering issues such as user privacy, pricing and characteristics and quality of
products and services. The adoption of any such laws or regulations may decrease
the growth of the  Internet,  which  could in turn  decrease  the demand for the
Company's  services  and  products  and  increase  the  Company's  cost of doing
business or cause the Company to modify its

                                       4
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operations,  or  otherwise  have an adverse  effect on the  Company's  business,
operating results or financial condition.

Competition

The market for our products is rapidly evolving, particularly as a result of the
Internet and mobile computing, and is highly competitive. We face competition in
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 iExalt.  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.

We compete in the religious software market primarily based upon the breadth and
quality of our  products and service  offerings.  With the  Company's  exclusive
agreement to market TLC products into CBA, the Company  already offers many more
titles to CBA than any other software provider. The Company has the advantage of
offering  titles  with such brand  names as American  Greetings  (i.e.  American
Greetings  Spiritual  Expressions,  American  Greetings Sunday School Crafts and
American Greetings Scrapbooks and More).  Additionally,  we offer the CBA Market
educational  and family titles from TLC that we believe are  synergistic  to its
current  offering and consistent  with the desires of the CBA shopper.  With our
partnership  with TLC,  we can offer  more than 500  software  titles to the CBA
Market.

Employees

The Company  currently has  seventeen  full-time  employees  and four  part-time
employees operating the software publishing business.  In addition,  the Company
has engaged the  services of several  consulting  firms who are working  full or
part time for the company.  The Company relies  heavily on its current  officers
and directors in operating  its  businesses  including  the Company's  executive
officer  resident  in Omaha,  Nebraska.  We are not  subject  to any  collective
bargaining  agreements and believe that our relationships with our employees are
good.

Item 2. Description of Property.

The Company's  principal  executive offices are located at 11640 Arbor St, Suite
201, Omaha,  Nebraska.  The Company  subleases  these corporate  offices under a
lease agreement with Ervin & Smith Inc. The Company also leases  warehouse space
in LaVista, Nebraska as the Company's distribution and fulfillment facility. The
Company leases office space in Cedar Rapids, Iowa for sales offices.

Item 3.  Legal Proceedings

We may in the future,  be party to litigation,  arising from the ordinary course
of our  business.  Our  insurance  coverage  may not be  adequate  to cover  all
liabilities  arising out of any claims that may be  initiated  in the future.  A
lack of insurance coverage may have an adverse effect on our business, financial
condition, and operating results.

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

At the annual  meeting of  stockholders  held  December 12, 2000,  the following
directors were elected for terms expiring at the next annual meeting.

Name                      Votes For           Votes Withheld

Benjamin Marcovitch       6,043,955                24,195
Henry Washington          5,788,680               279,470
Jacques de Groote         5,788,680               279,470
John Kuehne               6,043,955                24,195


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<PAGE>


Sheldon Becher            6,043,955                24,195

In addition, the appointment of Chisholm & Associates,  P.C. was ratified by the
shareholders as independent auditors for the Company for the year ended December
31, 2000 by a percentage of 99%.

                                     PART II

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

The  Company's  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. The Company was required to become a reporting company
by the close of business on April 19, 2000.

FindEx.com  acquired all the  outstanding  shares of Reagan 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.

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 have been  adjusted to
reflect the 20-to-1 reverse split of the Company's common stock effected in July
1999. 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
                             ------------

         1999                        High              Low
         ----------------------------------------------------
         First Quarter                --               --
         Second Quarter             $19.00            $4.75
         Third Quarter              $12.44            $5.75
         Fourth Quarter             $12.88            $4.38

         2000                        High              Low
         ----------------------------------------------------
         First Quarter             $10.625           $5.8125
         Second Quarter             $7.750           $3.0000
         Third Quarter              $3.500           $0.9063
         Fourth Quarter             $1.500           $0.3750


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

Recent Sales of Unregistered Securities

In April,  2000, we entered into a stock  subscription  agreement  with Business
Investor  Services,  Inc.  and  issued  362,500  common  shares  to  twenty-nine
accredited investors under Section 506 of Regulation D. The issuance and sale of
these  shares  was  exempt  from  the  registration   and  prospectus   delivery
requirements  of the  Securities Act

                                       6
<PAGE>


pursuant  to Section 4 (2) of the  Securities  Act of 1933,  or  Section  506 of
Regulation D promulgated  thereunder,  as a transaction not involving any public
offering.



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.

THE FOLLOWING DISCUSSION CONTAINS CERTAIN  FORWARD-LOOKING  STATEMENTS REGARDING
FINDEX'S  EXPECTATIONS  FOR  ITS  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

For a discussion of the history and  development  of  FindEx.com,  Inc., see the
"General" discussion above. Since our acquisition of the Parsons Church Division
from  Mattel  Corporation,  we  have  expanded  our  presence  in the  Christian
Booksellers  Association  (CBA)  marketplace,  lost our  presence in the secular
retail  marketplace,  re-established  our  presence  in the  secular  market and
expanded that presence to the point that we have a larger  presence than before.
We have been  aggressively  pursing our business plan to be the premier provider
of  Bible  study  and  related   products   and  content  to  the  domestic  and
international  markets  through both  acquisition of  established  companies and
ongoing internal  development of products and  Bible-related  content,  to build
upon the Company's existing financial information products and services,  and to
offer additional  technology,  products and services that are synergistic to the
affinity  group  FindEx  already  serves.  We have  developed  two (2)  enhanced
releases of our  flagship  product,  QuickVerse,  one (1) new  product  targeted
mainly  to the  secular  market,  QuickVerse  Essentials,  and one (1)  enhanced
release  of our  top  financial  product,  Membership  Plus.  We  are  currently
researching new opportunities in technology for our existing software titles and
expanding our financial product line.

RESULTS OF OPERATIONS

FindEx.com was an inactive  company until the  acquisition of the Parsons Church
Division from Mattel  Corporation  in June 1999,  and had no revenue and limited
expenses from January 1, 1999 through approximately  mid-July,  1999. Therefore,
the results of operations for fiscal year 2000 are not comparable to the results
for the  same  period  in  1999.  Much of the  discussion  of  results  analyzes
operations solely for the twelve months ended December 31, 2000.

Our software  products have a significant  seasonality to their  revenues.  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 expected
to be the weakest generating only about 33% of our annual sales.

Our Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) for
the  twelve  months  ended  December  31,  2000  was  a  loss  of  approximately
$3,258,000.  This loss,  however,  includes several non-cash  expenses  recorded
during the year. We recognized  expenses of $555,363  relating to 120,000 common
shares  issued to IC Capital,  LLC for  investor  relations  services,  $181,250
relating to 50,000  common  shares issued to Genesis  Financial  Group,  LLC for
consulting services, $2,171,875 relating to 250,000 common shares issued to MHE,
Inc. for consulting services,  and $328,571 to Business Investor Services,  Inc.
relating to 100,000  shares and 100,000  warrants for  consulting  services.  In
addition, we increased our reserve for sales returns by $150,720 and our reserve
for rebates by $92,300 to reflect higher expected future  occurrences due to our
expanded presence in the secular retail marketplace.

Revenues

                                       7
<PAGE>


Revenues from the sale of software are  recognized  when the product is shipped.
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."

Gross revenues increased from $6,802,000 for the year ended December 31, 1999 to
$7,947,000  for the year ended  December 31, 2000.  Sales returns and allowances
increased from $289,000 for the year ended December 31, 1999 to $792,000 for the
year ended December 31, 2000. On March 8, 2000, The Learning Company, a division
of Mattel  Corporation,  canceled  the  distribution  agreement.  Realizing  the
importance  of that  marketplace  to our business  plan, we began the process of
establishing  those  relationships  on our own behalf.  Key  distributors in the
secular  market  began  placing  orders  with us on a test basis in early  third
quarter and by late third  quarter,  they began  placing  significant  orders in
preparation for the Christmas  retail season.  The full benefit of these efforts
was not realized  until fourth  quarter of 2000 and is continuing to expand.  In
addition,  Mattel Interactive,  the direct sales division of Mattel Corporation,
made  significant  reductions in workforce and product  lines.  This decision on
their part resulted in  significantly  fewer and smaller  orders during the last
three quarters of 2000. Finally,  1999 gross revenues reflect the release of our
top two  titles;  QuickVerse  version  6.0  (QV6) in  early  October  1999,  and
Membership  Plus  version 6.0 in mid  November  1999.  Gross  revenues  for 2000
reflect the introduction of one new title,  QuickVerse Essentials,  in the first
quarter,  immediately  before The Learning  Company  cancelled the  distribution
agreement, and the release of QuickVerse version 7.0 (QV7) in mid November 2000.
The  earlier  release of QV6 in 1999  allowed our  customers  to sell down their
initial orders and place reorders in time for the Christmas  season.  The timing
of the release of QV7 did not provide adequate time for the initial orders to be
sold through.

The Company experienced larger product returns during the fourth quarter of 2000
than during the same period of 1999. 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.  The  release of QV7 in November  2000 also  increased  the
quantity  of returns of prior  versions  as stores  made shelf  space.  With our
expanded  presence in the secular  retail  market,  we increased our reserve for
anticipated returns of channel inventory at December 31, 2000.

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  remained steady  increasing only slightly from 15.3% of gross revenues
in 1999 to 15.5% of gross revenues in 2000.  Royalties to third party  providers
of intellectual property also increased slightly from 11.2% of gross revenues in
1999 to 13.1% of gross  revenues  in 2000.  The  primary  reason for the royalty
increase in 2000 stems from content  additions  to QV7.  Several new titles were
added and the entire  content of the  QuickVerse  Greek  Edition was included as
basic  content  of the Deluxe  version  while  continuing  to be  marketed  as a
separate product.

SALES, GENERAL AND ADMINISTRATIVE

Operating  expenses for 2000 reflect a full twelve months of operations  whereas
1999 reflects only six months of activity.  In addition,  operating expenses for
2000  include  approximately  $3,237,000  in  non-cash  expenses  for  stock and
warrants issued for services and approximately $243,000 in non-cash increases in
reserve accounts (see "RESULTS OF OPERATIONS" above).

Sales  expenses  reflect an increase in  marketing  efforts and travel  directly
related to the establishment and


                                       8
<PAGE>


expansion  of our  secular  retail  presence.  Sales  expenses  are  expected to
increase in future periods due to the continued expansion of our sales force and
marketing efforts and development of new and enhanced products.

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 2000 reflecting a full development period
for QV7. The research and development period for QV6 and Membership Plus version
6 was  split  between  FindEx  and  Mattel  Corporation  in 1999.  Research  and
development  expenses are  expected to increase in future  periods as we add new
products and versions to our product mix.

Costs associated with acquiring Reagan Holdings,  Inc.  amounted to $150,000 for
the year 2000 compared with costs of $86,362 in 1999 associated with the mergers
with FindEx  Acquisition  Corporation and EJH  Entertainment,  Inc.  Acquisition
costs are  expected  to continue  as we pursue our  business  plan for growth by
acquiring  companies  that are  synergistic  with our current  product  line and
customer base.

INCOME TAX BENEFITS

The Company's  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.  The Company utilizes
different  methods and useful lives for  depreciating  property  and  equipment.
Amortization of the software license agreement is on a straight-line  basis over
the ten-year term 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.

The Company has recognized a net deferred tax asset whose realization depends on
generating   future  taxable  income.  We  currently  have  net  operating  loss
carryforwards,  for  income  tax  purposes,  of  approximately  $5,261,000.  The
carryforwards  are the result of income tax losses  generated  in 1996  ($50,000
expiring in 2011),  1997 ($77,000  expiring in 2012),  1998 ($54,000 expiring in
2018), and 2000 ($5,080,000  expiring in 2020). The Company will need to achieve
a  minimum  annual   taxable   income,   before   deduction  of  operating  loss
carryforwards,  of  approximately  $264,000 to fully  utilize  the current  loss
carryforwards.  We believe this is  achievable,  with our current  sales levels,
through  careful expense  management and continued  introduction of new products
and enhanced  versions of our existing  products.  In addition,  the  deductions
currently taken for license agreement  payments will expire within the next year
and taxable income will be greater than income for financial reporting purposes.

Management expects the deductible temporary differences (reserves) to reverse
sometime beyond the next fiscal year, with the exception of accrued bonuses. The
future tax benefit associated with those bonuses is not expected to be realized
when paid due to the expected utilization of operating loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2000, FindEx had $5,304,373 in current assets,  $5,697,153 in
current  liabilities and a retained deficit of $2,163,281.  We had a net loss of
$2,354,139  for the year ended  December 31, 2000.  Operating  expenses for 2000
included  approximately  $3,237,000  in non-cash  expenses  for stock issued for
services and  approximately  $243,000 in non-cash  increases in reserve accounts
(see "RESULTS OF OPERATIONS" above).  Positive cash flow from operations for the
period was $978,895.

To date, because of a lack of equity capital,  FindEx has funded the purchase of
the Parsons Church Division primarily through operations. In addition, a dispute
with The Learning  Company  (TLC) over  specific  performance  provisions of the
Finished  Goods  Distribution  Agreement  has  also  lead to  tight  cash  flow.
Discussions  and  negotiations  are ongoing  with TLC and we believe  that rapid
resolution of the dispute will provide cash flow  sufficient  to fund  operation
needs allowing  equity capital to fund product  development and expansion of our
business plan.

Because of tight cash flow  conditions,  we have  concentrated  on improving our
accounts  receivable  turnover and have been  successful in reducing the average
collection  period from over 100 days to less than 60. In addition,  by

                                       9
<PAGE>


taking a pro-active  approach to  collections  by  contacting  the customer soon
after  shipment and before the due date, we have been able to keep our bad debts
to a minimal level.

Our  inventory   turnover   decreased  from   approximately   2.8  for  1999  to
approximately  2.0 for  2000.  Tight  cash flow  conditions  did not allow us to
manage our inventory as efficiently  and  effectively  as desired.  Turnover for
1999 is somewhat  affected by the short period of actual  operations.  We expect
that  settlement  of the dispute with TLC and the funding  provided  through the
offering with a private  institutional  investor will provide sufficient working
capital to effectively manage and plan our inventory turnover.

Pursuant to a note originally  issued to a management  company in December 1999,
the Company  received  additional funds in January of 2000, in order to fund the
continued  development and sales of its software  products and services.  FindEx
received $450,000 of additional financing under the note agreement, which is due
in the form of a note payable in December of 2001.  This note is  unsecured  and
bears an annual interest rate of 9%.

The  Company  received  $703,819,   after  fees  and  expenses,   from  a  stock
subscription  agreement  dated April 28,  2000,  offered  under a  Regulation  D
Section 506  exemption.  This  agreement  was for 362,500  restricted  shares of
FindEx.com,  Inc. Common Stock issued to twenty-nine  accredited  investors at a
price of $2.00 per share. These shares carry piggyback registration rights.

On November 7, 2000, a shareholder loaned a total of $99,000 to FindEx to fund a
short-term  production need. These notes are secured by accounts  receivable and
bear an annual interest rate of 15%.

On March 26, 2001,  the Company  entered into a binding letter of intent with an
institutional  private  equity  investor,  (the "Letter of Intent")  pursuant to
which the Company has the ability to require such investor to purchase up to $15
million of the  Company's  common stock from time to time over a period of up to
36 months  (the  "Term").  The  shares  will be sold to a private  institutional
investor  at a discount to the market  price of the common  stock at the time of
sale.  During any twenty (20) day period during the Term,  the Company will have
the ability to require such  investor to purchase up to $2 million of its common
stock,  subject to certain  limitations  based upon our trading volume and share
price.  FindEx  plans to use funds  received  from this  offering  to  liquidate
accounts payable, accrued royalties to content providers, and the aforementioned
note agreements.  In addition, part of the proceeds will be retained for working
capital  purposes  and  part  will be used to fund  future  product  development
efforts.

The  consummation  of the  financing  contemplated  by the  Letter  of Intent is
subject to  numerous  conditions,  certain  of which are  outside  our  control,
including  the  investor's  completion  of its due  diligence,  our  entry  into
definitive   agreements  with  the  investor  and  the  effectiveness  with  the
Securities  and Exchange  Commission of a  registration  statement  covering the
resale  of the  shares  to be  issued  to such  investor,  and  there  can be no
assurance that the financing  will be consummated on the term described  herein,
or at all.  If FindEx is unable to obtain  such  additional  financing  or raise
adequate working capital in the amounts desired and on acceptable terms,  FindEx
may be required to reduce the scope of its presently anticipated activities.

In order to maintain  current  level of  operations,  the  Company  will need to
secure additional funding sources to meet its operating  expenses.  Such funding
sources may include,  but are not limited to,  private  placements  of common or
convertible equities, placement of debt with banks, private or public investors,
or other lending institutions.

The Company  believes that through a combination  of outside  sources of capital
and revenues  generated from sales it will have sufficient sources of capital to
meet its  operating  needs.  However,  any  substantial  delays in receipt of or
failure to obtain such capital may prevent the Company from operating as a going
concern, given its limited revenues and capital reserves.

CAUTIONARY STATEMENTS AND RISK FACTORS


                                       10
<PAGE>

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.

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 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.

IF WE ARE  UNABLE  TO  RAISE  ADDITIONAL  FUNDS,  WE MAY BE  REQUIRED  TO  DEFER
COMPLETION OF FUTURE  SOFTWARE  UPDATES AND REDUCE  OVERHEAD  SIGNIFICANTLY.  We
entered into binding letter of intent with a private  institutional  investor on
March 26,  2001  pursuant  to which such  investor  agreed to purchase up to $15
million of our common stock upon certain terms and  conditions  over a period of
thirty-six months. We believe we will need to receive this additional funding in
order to  continue  our  product  development,  increase  our sales and fund our
working  capital  requirements.  The  ability to  consummate  and draw upon this
additional funding is dependent on a number of factors, including the investor's
completion of its due diligence,  our entry into definitive  agreements with the
investor and the effectiveness of a registration  statement  covering the resale
of the shares to be issued to such  investor,  which are outside of our control.
If we are unable to draw on the additional  funding,  then we will need to raise
additional  funds  through the sale of equity or debt  securities  in private or
public financings or through  strategic  partnerships in order to meet our needs
and achieve  profitability.  There can be no assurance that such alternate funds
can be obtained or, if obtained,  that they will be available on terms equal to,
or more favorable than, the anticipated terms.

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

                                       11
<PAGE>


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 Internet 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.

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 AND DVD  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.

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
will  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
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.

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 a product 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

                                       12
<PAGE>


TECHNOLOGICAL  DEVELOPMENTS THAT ARE TYPICAL IN OUR INDUSTRY.  The entertainment
software  market  and  the  PC  industry  are  subject  to  rapid  technological
developments.  To develop  products that consumers  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.

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  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  overseas.  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 WILL FACE ADDITIONAL RISKS AS WE EXPAND INTO INTERNATIONAL  MARKETS.  We 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:

     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,

                                       13
<PAGE>

     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
                - 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.

                                       14


<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, 2000 and 1999 and the related  consolidated  statements  of
operations,  stockholders' equity and cash flows for the years then ended. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based upon our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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 financial position of FindEx.com,  Inc. as
of December 31, 2000 and 1999 and the results of its  operations  and cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 16, the
Company has a current  year  operating  loss,  a negative  current  ratio and is
dependent  upon  financing to continue  operations.  These  circumstances  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to those  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
     Chisholm & Associates

Salt Lake City, Utah
March 9, 2001


                                       15
<PAGE>








<PAGE>


                                FindEx.com, Inc.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000

                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                $      21,768
     Accounts receivable, less estimated doubtful accounts        3,884,858
     (Note 3)
     Inventories (Note 4)                                           617,902
     Deferred tax assets (Note 8)                                   504,998
     Other current assets                                           274,847
                                                              ---------------

             TOTAL CURRENT ASSETS                                 5,304,373
                                                              ---------------

PROPERTY AND EQUIPMENT, net (Note 5)                                107,126
                                                              ---------------

OTHER ASSETS
     Software licenses, net (Note 6)                              4,279,813
     Other assets, net                                               11,444
     Non-current deferred tax assets (Note 8)                       328,561
                                                              ---------------
             TOTAL OTHER ASSETS                                   4,619,818
                                                              ---------------

             TOTAL ASSETS                                     $ 10,031,317
                                                              ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                         $  1,188,289
     Notes payable (Note 7)                                        749,000
     Accrued royalties                                           1,625,427
     Income taxes payable (Note 8)                                  39,284
     Rebates payable                                               215,460
     Reserve for technical support charges                         224,500
     Reserve for future rebates                                    165,000
     Reserve for sales returns                                     284,752
     Accrued expenses                                              178,729
     License fee payable (Note 6)                                1,026,712
                                                             ---------------

             TOTAL CURRENT LIABILITIES                          5,697,153
                                                             ---------------

STOCKHOLDERS' EQUITY (Note 9)
     Preferred stock, Series A, $.001 par value, 5,000,000
     shares authorized, 15,000 shares issued and outstanding             15

     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,
     10,509,609 shares issued and outstanding                        10,509

     Paid-in capital                                              6,486,881
     Retained deficit                                            (2,163,281)
                                                               ----------------
             TOTAL STOCKHOLDERS' EQUITY                           4,334,164
                                                               ----------------

             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  10,031,317
                                                               ================

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



                                       16
<PAGE>




                                FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       For the Years Ended
                                                           December 31,
                                                    ---------------------------
                                                       2000             1999
                                                   -----------      -----------

REVENUES, net of reserves and allowances .....     $ 7,154,964      $ 6,513,408

COST OF SALES ................................       2,270,144        1,800,021
                                                   -----------      -----------

GROSS PROFIT .................................       4,884,820        4,713,387
                                                   -----------      -----------

OPERATING EXPENSES
     Sales ...................................       1,653,232        1,039,581
     General and administrative ..............       6,489,310        1,561,529
                                                   -----------      -----------
          TOTAL OPERATING EXPENSES ...........       8,142,542        2,601,110
                                                   -----------      -----------

EARNINGS (LOSS) BEFORE INTEREST, TAXES,
     DEPRECIATION AND AMORTIZATION ...........      (3,257,722)       2,112,277
                                                   -----------      -----------

OTHER INCOME (EXPENSES)
     Interest income .........................          10,171            4,405
     Other income ............................           2,873             --
     Depreciation and amortization ...........        (611,525)        (285,306)
     Interest expense ........................         (58,939)          (4,024)
                                                   -----------      -----------

          NET OTHER INCOME (EXPENSES) ........        (657,420)        (284,925)
                                                   -----------      -----------

NET INCOME (LOSS) BEFORE INCOME TAXES ........      (3,915,142)       1,827,352

     INCOME TAXES (Note 8) ...................       1,561,003         (770,000)
                                                   -----------      -----------

NET INCOME (LOSS) ............................     $(2,354,139)     $ 1,057,352
                                                   ===========      ===========

NET EARNINGS (LOSS) PER SHARE (Note 10)
     Basic ...................................     $     (0.24)     $      0.14
                                                   ===========      ===========
     Diluted .................................     $     (0.24)     $      0.13
                                                   ===========      ===========

WEIGHTED NUMBER OF SHARES OUTSTANDING
     Basic ...................................       9,790,868        7,785,220
                                                   ===========      ===========
     Diluted .................................       9,790,868        8,052,720
                                                   ===========      ===========





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



                                       17
<PAGE>




                                FindEx.com, Inc.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
                                                                                                          Retained
                                                 Preferred Stock         Common Stock                     Earnings
                                                 ---------------     -----------------      Paid-In
                                                 Series   Series     Shares     Amount      Capital       (Deficit)       Total
                                                    A        B

<S>                                             <C>       <C>      <C>        <C>        <C>           <C>           <C>
                                                 ------   ------     ------    --------     ---------------------------------------

Balance, December 31, 1998                       $  -      $ -      5,157,625  $ 5,157    $ 722,620      $ (811,620)   $ (83,843)

   April 30 Reverse merger & reorganization
   adjustment for minority stockholders of EJH      -        -      3,914,687    3,915       (3,915)              -

   Preferred series A shares issued for cash       20        -            -          -       199,980              -       200,000

   Preferred series B shares issued for cash        -       68            -          -     1,349,932              -     1,350,000

   Offering cost                                    -        -            -          -       (20,000)             -       (20,000)

   Net Income December 31, 1999                     -        -            -          -             -      1,057,352     1,057,352
                                                 -----------------------------------------------------------------------------------

Balance, December 31, 1999                         20       68      9,072,312    9,072     2,248,617        245,732     2,503,509
  Issuance of Common Stock
     for Acquisition of Reagan Holdings, Inc.       -        -        150,000      150           551              -           701

  Conversion of preferred stock                    (5)     (28)       233,333      233             -              -           200

  Preferred Series A common stock dividend          -        -            695        1         3,496         (3,541)          (44)

  Preferred Series B common stock dividend          -        -         17,109       17        51,160        (51,333)         (156)

  Common stock issued for cash                      -        -        362,500      363       724,637              -       725,000

  Offering cost                                     -        -         24,375       24       (21,204)             -       (21,180)

  Common stock issued for services                  -        -        649,285      649     3,314,925              -     3,315,574

  Common stock warrants issued for services         -        -              -        -       106,696              -       106,696

  Pre-EJH debt reclassification                     -        -            -          -        58,003              -        58,003

  Net Loss December 31, 2000                        -        -            -          -             -     (2,354,139)   (2,354,139)
                                                ------------------------------------------------------------------------------------

Balance, December 31, 2000                       $ 15     $ 40     10,509,609 $ 10,509 $  $ 6,486,881   $(2,163,281)$   4,334,164
                                                 ===================================================================================
</TABLE>







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



                                       18
<PAGE>



                                FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            For the Years Ended
                                                                December 31,
                                                           ---------------------
                                                            2000           1999
                                                           ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers ..................... $ 6,704,383    $ 3,339,109
  Cash paid to suppliers and employees .............  (5,725,619)    (2,780,097)
  Interest .........................................      (1,424)        (4,024)
  paid
  Interest received ................................       4,827          4,405
  Income taxes paid ................................      (3,272)          --
                                                                    -----------

        NET CASH PROVIDED BY OPERATING ACTIVITIES ..     978,895        559,393
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash received in merger with Reagan Holdings, Inc.         701           --
  Cash paid for notes receivable ...................    (240,000)          --
  Acquisition of property and equipment ............     (35,538)      (106,400)
  Deposits made ....................................        (250)          (859)
  Cash paid for software license agreement .........  (2,073,788)    (2,035,074)
  Website development costs ........................      (8,343)          --
                                                                    -----------

        NET CASH USED BY INVESTING ACTIVITIES ......  (2,357,218)    (2,142,333)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of notes payable ..........     549,000        200,000
  Proceeds from issuance of stock ..................     703,819      1,530,000
                                                                    -----------

        NET CASH PROVIDED BY FINANCING ACTIVITIES ..   1,252,819      1,730,000
                                                                    -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS    (125,504)       147,060
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .....     147,272            212
                                                                    -----------

       CASH AND CASH EQUIVALENTS, END OF PERIOD ....  $   21,768    $   147,272
                                                                    ===========


RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOWS FROM OPERATING ACTIVITIES
<TABLE>
<S>                                                      <C>            <C>

Net income (loss) .....................................   $(2,354,139)   $ 1,057,352
 Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
         Depreciation & amortization ..................       611,525        285,306
         Bad debt expense .............................        18,024         11,000
         Stock issued for services ....................     3,422,270           --
     Change in assets and liabilities:
         (Increase) in accounts receivable ............      (604,174)    (3,308,332)
         (Increase) in inventories ....................       (72,554)      (545,348)
         (Increase) in prepaid expenses ...............       (21,244)       (13,603)
         Increase in accounts payable .................        92,729      1,063,417
         Increase (decrease) in income taxes payable ..      (730,716)       770,000
         Increase (decrease) in deferred taxes ........      (833,559)          --
         Increase in accrued royalties ................       870,602        754,825
         Increase in other liabilities ................       580,131        484,776
                                                                         -----------

             NET CASH PROVIDED BY OPERATING ACTIVITIES    $   978,895    $   559,393
                                                                         ===========
</TABLE>


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


                                       19
<PAGE>

                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2000


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 software  products to
business and religious organizations and individuals.  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.  At times,  cash balances held at financial  institutions  were in
excess of federally  insured limits.  FindEx sells a majority of its products to
end-users  through  distributors,   Christian  book  stores,  and  telemarketing
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,  2000 and 1999,  the Company had two major
customers that individually accounted for 10% or more of the annual sales. Sales
to Customer A accounted for 41% and 69%,  respectively,  and sales to Customer B
accounted for 14% and 0%,  respectively,  of consolidated  revenue for the years
ended December 31, 2000 and 1999. Accounts receivable,  net of offsets, relating
to Customer A and  Customer B, were  $2,867,293  and $426,432 as of December 31,
2000, respectively.

During  the years  ended  December  31,  2000 and 1999,  five  vendors  provided
purchases individually of 10% or more of the total


                                       20
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

product and material  purchases as follows:  Vendor A accounted for 17% and 47%,
respectively,  Vendor  B  accounted  for  3% and  14%,  respectively,  Vendor  C
accounted  for 28% and 12%,  respectively,  Vendor D  accounted  for 13% and 6%,
respectively,  and Vendor E  accounted  for 12% and 0%,  respectively.  Accounts
payable  relating  to Vendor A, Vendor B, Vendor C, Vendor D, and Vendor E, were
$0, $101,090, $113,860, $27,646, and $162,081,  respectively, as of December 31,
2000.

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.

Inventory

Inventory  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

SFAS No. 86, Accounting for the Costs of Computer  Software to Be Sold,  Leased,
or Otherwise  Marketed,  provides  for the  capitalization  of certain  software
development  costs once  technological  feasibility is established.  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.  Through  December  31,  2000,  the Company  believes its
process for developing  software was essentially  completed  concurrent with the
establishment  of  technological  feasibility,   and  accordingly,  no  software
development  costs  have  been  capitalized  to date.  For  2000,  research  and
development costs incurred and charged to expense were $118,600.

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.

Revenue Recognition

The Company  recognizes  revenue from product  sales at shipment  provided  that
collection of the resulting receivable is probable, in accordance with SOP 97-2,
Software Revenue  Recognition.  Software  products are sold separately,  without
future  performance  such  as  upgrades  or  maintenance,   and  are  sold  with
postcontract customer support (PCS) services. PCS


                                       21
<PAGE>




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

revenue is recognized on delivery of the software and all  associated  costs are
accrued.  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.

Cooperative Advertising

Advertising costs are charged to operations as incurred.  The Company reimburses
certain  qualified  customers for a portion of the advertising  costs related to
their promotion of the Company's  products.  The liability for  reimbursement is
accrued at the time the  advertisement  occurs.  For 2000 and 1999,  cooperative
advertising expense totaled approximately, $206,000, and $63,000, respectively.

Stock-based Compensation

As permitted under SFAS No. 123,  Accounting for Stock-based  Compensation,  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.

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.
Diluted  EPS for the  year  ended  December  31,  1999,  has  been  restated  in
conformity 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.




                                       22
<PAGE>



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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.

Reclassification

Certain amounts in the accompanying 1999 consolidated  financial statements have
been  reclassified  in  order  to  conform  to  the  presentation  of  the  2000
consolidated  financial  statements.  Net cash provided by operating  activities
decreased from $2,915,533 to $559,393 and net cash used by investing  activities
decreased  from  $4,498,473 to  $2,142,333  as a result of separating  operating
transactions previously offset against cash paid for software license agreement.

NOTE 2 - MERGERS AND ACQUISITIONS

EJH Entertainment, Inc.

On April 30, 1999, EJH Entertainment, Inc. (EJH) (a public company) entered into
an agreement  and Plan of  Reorganization  with  FindEx.com,  Inc.,  (FindEx) (a
private company). The agreement provided for the merger of EJH into FindEx to be
treated  as a reverse  merger,  thus  making  FindEx  the  accounting  survivor.
Pursuant to the agreement,  EJH issued  5,157,625  shares of common stock to the
shareholders  of FindEx for all shares of their company.  Because the historical
financial  information in these financial statements prior to the reverse merger
(April 30, 1999) is that of the accounting  acquirer (FindEx),  a reorganization
adjustment  has been shown on the books at April 30, 1999,  recording the shares
held by the minority  shareholders  of EJH. The  5,157,625  shares issued to the
shareholders of FindEx have been shown  retroactively  to the beginning of 1998,
as though a stock split had  occurred.  The  management  of EJH resigned and the
management and Board of FindEx filled the vacancy. This business combination was
accounted for using the purchase  method.  EJH had no assets or liabilities  and
was an inactive public company.

Reagan Holdings, Inc.

On March 7, 2000,  the Company  acquired  Reagan  Holdings,  Inc.,  ("Reagan") a
Delaware corporation.  The Company issued 150,000 shares of common stock for all
the outstanding  stock of Reagan.  The purchase was recorded at a value of $701.
Reagan had assets of $701 and no  liabilities  at  December  31, 1999 and was an
inactive  public  company.  The  operating  history of Reagan is included in the
consolidated  numbers of the Company  effective January 1, 2000. The acquisition
was recorded using the purchase method of a business combination.


NOTE 3 - ACCOUNTS RECEIVABLE

At December 31, 2000, accounts receivable consisted of the following (see Note 1
- Concentrations):

         Trade receivables                                       $3,906,858
         Less:  Allowance for doubtful accounts                      22,000
                                                             ---------------
                                                                 $3,884,858
                                                             ===============

NOTE 4 - INVENTORIES

At December 31, 2000, inventories consisted of the following:

         Finished goods                                            $435,180
         Raw materials                                              182,722
                                                             ---------------
                                                                   $617,902
                                                             ===============

                                       23
<PAGE>



NOTE 5 - PROPERTY AND EQUIPMENT, net

At December 31, 2000, property and equipment consisted of the following:

         Office furniture and fixtures                      $33,287
         Office equipment                                    14,501
         Warehouse equipment                                 28,923
         Computer software                                   16,731
         Computer equipment                                  48,496
                                                     ---------------
                                                            141,938

         Less:  Accumulated depreciation                     34,812
                                                     ---------------
                                                           $107,126
                                                     ===============


NOTE 6 - SOFTWARE LICENSE AGREEMENT

As indicated in Note 1, in July 1999, the Company completed an exclusive license
agreement with Parsons  Technology,  Inc., a subsidiary of The Learning Company,
for the Parsons  Church  Division.  In so doing,  FindEx  obtained the exclusive
right to market,  sell, and continue to develop several  top-selling Bible study
software  products  including  the  Zondervan  NIV  Bible  and  QuickVerse.  The
agreement  calls for a  non-refundable  license fee in the amount of $5,000,000,
payable in installments of: (1) $1,000,000 upon execution of the agreement,  (2)
$500,000 on August 1, 1999, (3) $500,000 on September 7, 1999, (4) $1,500,000 on
December 7, 1999,  (5)  $1,000,000 on March 7, 2000, and (6) $500,000 on June 7,
2000. The agreement  carries a ten-year term from the date of execution and also
includes a five-year  non-compete  provision  (see Note 1 -  Concentrations  and
Notes 15 and 16). The license is amortized over the term using the straight-line
method.


NOTE 7 - NOTES PAYABLE
<TABLE>
<S>                                                                                                <C>

At December 31, 2000, notes payable consisted of the following:

         Note payable to a corporation, due December 14, 2001, with interest at 9%.  Unsecured.              $650,000

         Note payable to a corporation,  due November 6, 2001,  with interest at 15%.  Secured by
         accounts  receivable and  convertible,  at the option of the holder,  into 50,000 common
         shares.                                                                                               33,000

         Note payable to a corporation,  due November 6, 2001,  with interest at 15%.  Secured by
         accounts  receivable and  convertible,  at the option of the holder,  into 50,000 common
         shares.                                                                                               33,000

         Note payable to a corporation,  due November 6, 2001,  with interest at 15%.  Secured by
         accounts  receivable and  convertible,  at the option of the holder,  into 50,000 common
         shares.                                                                                               33,000
                                                                                                       ---------------
                                                                                                             $749,000
                                                                                                       ===============
</TABLE>







                                       24
<PAGE>




NOTE 8 - INCOME TAXES

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

                                            2000                1999
                                        --------------     ---------------
         Current:
              Federal                        $(3,272)              $3,272
              State                             (341)              42,897
                                        --------------     ---------------
                                              (3,613)              46,169
                                        --------------     ---------------
         Deferred:
              Federal                     (1,244,013)             564,731
              State                         (313,377)             159,100
                                        --------------     ---------------
                                          (1,557,390)             723,831
                                        --------------     ---------------
         Total tax provision (benefit)   $(1,561,003)            $770,000
                                        ==============     ===============

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. Significant components of
the Company's  deferred tax assets and  liabilities as of December 31, 2000, are
as follows:

     Current Deferred Tax Assets:
          Net operating loss carryforward                     $210,000
          Reserve for sales returns                            119,596
          Reserve for technical support costs                   94,290
          Reserve for rebates payable                           69,300
          Other, net                                            15,714
                                                        ---------------
                                                               508,900
          Valuation allowance for deferred tax assets           (3,902)
                                                        ---------------
     Net Current Deferred Tax Assets                           504,998
                                                        ---------------

     Non-Current Deferred Tax Assets:
          Software license fees                            (1,356,382)
          Net operating loss carryforward                    1,716,391
          Other, net                                          (18,490)
                                                        ---------------
                                                               341,519
          Valuation allowance for deferred tax assets         (12,958)
                                                        ---------------
     Net Non-Current Deferred Tax Assets                       328,561
                                                        ---------------
     Net Deferred Tax Assets                                  $833,559
                                                        ===============

The valuation allowance for deferred tax assets was increased by $16,860 during
the year ended December 31, 2000.

At December 31, 2000, the Company has available net operating loss carryforwards
of approximately $5,263,000 for federal income tax purposes that expire in 2020.
The federal  carryforwards  resulted from losses generated in 1996 through 2000.
The tax benefit of net operating loss  carryforwards  available for state income
tax purposes was approximately $5,081,000 as of December 31, 2000.

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

         Benefit at Federal statutory rate - 34%         $(1,295,000)
         Nondeductible expenses                                 2,300
         Change in valuation reserves                          83,000
         License fees                                       (311,000)
         Other                                               (40,303)
                                                       ---------------
              Income tax provision                       $(1,561,003)
                                                       ===============


                                       25
<PAGE>


NOTE 9 - STOCKHOLDERS' EQUITY

Common Stock

On  February  1, 2000,  pursuant  to a  consulting  agreement  with a company to
provide investor  relations  services,  FindEx issued 120,000 common shares with
36,000  shares  vesting  immediately  and the remaining  84,000  shares  vesting
ratably over the twelve-month term of the agreement.  The cumulative value based
on the closing price of the common stock on the date of vesting was $555,363. On
November  30, 2000,  FindEx  entered  into a fee  agreement  with the company to
satisfy a $75,055  debt owed  under the terms on the  consulting  agreement.  In
settlement  of this debt,  FindEx issued 89,285 common shares valued at $.84 per
share.

On  February  1, 2000,  pursuant  to a  consulting  agreement  with a company to
provide  business  development and finance,  FindEx issued 250,000 common shares
valued at $8.69 per share.

On March 21, 2000,  FindEx issued 150,000  common shares  pursuant to the merger
with Reagan Holdings, Inc. (see Note 2).

On April 20, 2000, pursuant to a consulting  agreement with a company to provide
corporate  development and growth,  FindEx issued 50,000 common shares valued at
$3.13 per share.

On May 16, 2000, FindEx entered into a fee agreement with a company to satisfy a
$100,000 debt owed under a business development agreement. In settlement of this
debt, FindEx issued 23,500 common shares valued at $4.26 per share.

On June 16, 2000, in compromise and settlement of a consulting  agreement with a
company,  FindEx issued  50,000  common  shares  valued at $3.63 per share.  The
company has subsequently claimed that additional shares are due.

In July 2000,  FindEx  converted 5,000 shares of Preferred  Series A into 50,000
common  shares and  27,500  shares of  Preferred  Series B into  183,333  common
shares. In addition, FindEx converted $3,541 unpaid accumulated Preferred Series
A dividends  into 695 common  shares and $51,133  unpaid  accumulated  Preferred
Series B dividends into 17,109 common shares.

On August 18, 2000, pursuant to a consulting agreement with a company to provide
business valuation services,  FindEx issued 50,000 common shares valued at $1.31
per share.

On December 15, 2000, pursuant to a consulting  agreement with an individual for
investor relations  services,  FindEx issued 12,500 common shares valued at $.81
per share.  Terms of the agreement call for monthly  compensation of $2,500 plus
12,500 common  shares  through  February 15, 2001,  and $5,000 plus 7,000 common
shares thereafter until expiration on December 14, 2001, or earlier  termination
as provided in the agreement.

During 2000,  FindEx  issued  362,500  common  shares to  investors  for cash of
$725,000  pursuant to a stock  subscription  agreement  dated April 28, 2000. As
compensation for this  subscription  agreement,  FindEx issued a total of 24,375
common shares to two individuals at a value of $2.00 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, 2000,  no  dividends  have been
declared.



                                       26
<PAGE>



NOTE 9 - STOCKHOLDERS' EQUITY, continued

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, 2000, 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.

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


                                       27
<PAGE>



NOTE 9 - STOCKHOLDERS' EQUITY, continued

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 April 20, 2000, pursuant to a consulting  agreement with a company to provide
corporate  development and growth, as mentioned above, FindEx issued warrants to
purchase 100,000 common shares  exercisable at $3.00 per share. The warrants are
currently  exercisable  and expire in April 2001. The fair value of the warrants
is estimated on the date of grant using the Black-Scholes  option-pricing  model
with the same  assumptions  indicated in Note 11 below. In association  with the
warrants, the Company recognized $106,696 of consulting expense.

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.

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, 1999                    Income (Loss)           Shares            Per-share
                                                                  (Numerator)         (Denominator)         Amount
         -----------------------------------------------        ----------------    ------------------    ------------
         Net Income                                                  $1,057,352
         Less preferred stock dividends                               --
                                                                ----------------
         Income available to common
            stockholders-basic earnings per share                     1,057,352             7,785,220            $.14
                                                                                                          ============

         Effect of Dilutive Securities
            Options                                                   --                   --
            Convertible Preferred Series A                            --                      200,000
            Convertible Preferred Series B                            --                       67,500
                                                                ----------------    ------------------
         Income available to common
            stockholders-diluted earnings per share                  $1,057,352             8,052,720            $.13
                                                                ================    ==================    ============

                                                                 Income (Loss)           Shares            Per-share
         For the Year Ended December 31, 2000                     (Numerator)         (Denominator)         Amount
         -----------------------------------------------        ----------------    ------------------    ------------
         Net Loss                                                  $(2,354,139)
         Less preferred stock dividends                                (54,874)
                                                                ----------------
         Loss available to common
            stockholders-basic earnings per share                   (2,409,013)             9,790,868          $(.24)
                                                                                                          ============
         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                $(2,409,013)             9,790,868          $(.24)
                                                                ================    ==================    ============
</TABLE>



                                       28
<PAGE>



NOTE 10 - EARNINGS PER COMMON SHARE, continued

A total of 1,887,450 and 588,000  potentially  dilutive securities for the years
ended  December 31, 2000 and 1999,  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, 2000, 7,638,800 shares were available for future issuance
under the Plan.

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

         Net loss:
         ----------------------------------
         ----------------------------------
            As reported                       $(2,354,139)
            Proforma                          $(2,607,878)

         Basic loss per share:
         ----------------------------------
         ----------------------------------
            As reported                            $(0.24)
            Proforma                               $(0.27)


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

         Expected dividend yield                   0%
         Expected stock price volatility          78%
         Risk-free interest rate                7.00%


The  weighted  average  fair value of options  granted  during  2000 is $.54 per
share.

The following table summarizes  information  about stock options  outstanding at
December 31, 2000.

                                 Number         Weighted-Average     Weighted
                             Outstanding at        Remaining         Average
                              December 31,     Contractual Life     Exercise
 Range of Exercise Prices         2000              (Years)           Price
 --------------------------  ----------------  ------------------  ------------
 $1.00 to $2.00                      975,000         9.8                $1.13
 $6.00 to $8.00                       60,000         8.6                $6.39
 $8.01 to $10.00                      16,200         8.8                $9.21
 $10.01 to $12.00                    310,000         8.7               $11.00



                                       29
<PAGE>


NOTE 11 - STOCK-BASED COMPENSATION, continued

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

                                                      Outstanding Options
                                               --------------------------------
                                  Shares       Number of Shares     Weighted
                                                                     Average
                               Available for                        Exercise
                                   Grant                              Price
                              ---------------  ------------------  ------------
                              ---------------  ------------------
 Balance at December 31, 1999       8,412,000            588,000        $10.47
     Granted                        (975,000)            975,000         $1.13
     Canceled                         201,800          (201,800)        $10.98
     Exercised                      --                --               --
                              ---------------  ------------------
                              ---------------  ------------------
 Balance at December 31, 2000       7,638,800          1,361,200         $3.71
                              ===============  ==================


NOTE 12 - RENTAL AND LEASE INFORMATION

The Company leases office space and warehouse facilities under operating leases
with third-parties with terms extending through 2002. The Company is responsible
for all taxes, insurance and utility expenses associated with these leases.
Lease renewal options are present for a period of one year. Rental expense for
the years ended December 31, 2000 and 1999 amounted to $170,597 and $60,550,
respectively.

At December 31, 2000, the future minimum rental payments required under these
leases are as follows:

         2001             $119,958
         2002               73,311
                       ------------
                          $193,269
                       ============


NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

The Company incurred the following non-cash investing and financing activities
during the years ended December 31, 2000 and 1999, respectively:

                                                       2000              1999
                                                     -------------    ----------
     Common stock  and warrants issued for services    $3,422,270         --
     Common stock dividend                                 54,874         --
     Conversion of preferred stock to common stock            201         --
     Common stock issued to acquire Reagan Holdings,
          Inc., a Delaware corporation                        150         --



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.

The Company  maintains a self-insurance  program for its employees'  health care
costs. The Company is potentially liable for


                                       30
<PAGE>


NOTE 14 - COMMITMENTS AND CONTINGENCIES, continued

losses on claims up to $10,000 per claim and $518,500 in total for the year. The
Company  has  third-party  insurance  coverage  for any losses in excess of such
amounts.  Self-insurance  costs are accrued  based on claims  reported as of the
balance sheet date as well as an estimated liability for claims incurred but not
reported.  All accrued costs had been paid to the third-party  administrator  of
the program at both December 31, 2000 and 1999.


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.

The Company is  currently  in dispute  with The  Learning  Company  over various
provisions of several agreements,  including the software license agreement (see
Note 6). Company management  believes the amount of the potential loss cannot be
reasonably estimated.


NOTE 16 - GOING CONCERN

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has a current year operating loss,
a negative current ratio and is dependent upon financing to continue operations.
As  indicated  in Note 15, the Company is currently in dispute with The Learning
Company (TLC). Sales to TLC, and subsidiaries, accounted for 41% of consolidated
revenue  for 2000.  Accounts  receivable,  net of  offsets,  relating to TLC was
$2,867,293 as of December 31, 2000. Due to the uncertainty  regarding the timing
and amount of ultimate  collection,  the Company is dependent  upon financing to
continue  operations.  The financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.  It is management's plan
to utilize external  funding  sources,  as discussed in Note 17, to provide cash
necessary to fund ongoing operations and the Company's  business plan.  However,
the anticipated  offering may not provide proceeds sufficient to fund operations
and  meet  the  needs  of the  Company's  business  plans.  Management  believes
collection  of the TLC  balance and  realization  of ongoing  revenues  would be
sufficient to fund  operations and allow the external  funding to meet the needs
of the Company's business plans.


NOTE 17 - SUBSEQUENT EVENTS

On March 20,  2001,  the  Company  entered  into a Letter of  Agreement  with an
institutional  private  equity  investor (the  "Investor")  whereby the Investor
shall  execute an  irrevocable  Investment  Agreement for the purchase of Common
Stock from FindEx up to an aggregate amount equal to $15 million over a 36-month
period.  As  compensation,  the Investor  shall  receive,  upon execution of the
Agreement,  a  warrant  to  purchase  510,000  shares  of  FindEx  Common  Stock
exercisable in three  increments.  In addition,  the Investor may be entitled to
additional  warrants on each six-month  anniversary of the closing  depending on
the number of fully diluted shares of the Company then  outstanding or issuable.
The  consummation  of the financing  contemplated  by the Letter of Agreement is
subject to numerous  conditions,  including  completion  of due diligence by the
Investor,  the Company's entry into definitive agreements with the Investor, and
the effectiveness with the Securities and Exchange  Commission of a registration
statement  covering the resale of the shares to be issued to the  Investor,  and
there can be no assurance  that the financing  will be  consummated  on the term
described herein, or at all.




                                       31
<PAGE>



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

None

                                    PART III

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

Our  directors and  executive  officers and their ages as of April,  2001 are as
follows:

Name                             Age          Position

Benjamin Marcovitch              65           Director and Chairman of the Board

Jacques de Groote, Ph.D.         73           Director

Henry M. Washington, Ph.D.       53           Director

Sheldon H. Becher, CPA           66           Director

John A. Kuehne                   42           Director

Steven Malone                    34           President



Benjamin  Marcovitch  - Mr.  Marcovitch  began his  career  in the  development,
marketing  and  distribution  of  fuel  oils  in  Montreal.  He  has  had a wide
experience in developing and financing  companies in many different  industries.
Mr.  Marcovitch is President of Gatenet  Communications  Inc., a private Florida
corporation.  From  1994 to 1996,  he was  Chairman  and  President  of  Triumph
Investments,  which managed  investment  portfolios  and invested in specialized
securities.  From 1996 to 1998, he was a private financial advisor and investor.
Currently,  he is Chairman and  President of Gemini  Capital  Partners,  Ltd., a
British company that develops  financial  transactions  and provides funding and
business expertise to its clients and their projects.

Jacques de Groote,  Ph.D.  - Dr. de Groote is Chairman of the Appian  Group,  an
internationally  known financial group. From 1973 to 1994, Dr. de Groote was the
Executive Director of the International Monetary Fund. From 1973 to 1991, he was
the Executive Director of the World Bank, the International  Finance Corporation
(IFC), and the International Development Corporation (IDC).

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.

Sheldon H. Becher,  CPA - Mr.  Becher has been a partner in the  accounting  and
business-consulting  firm of Becher, Yeager, Nall, Sherburne,  Bernard & Company
in Miami for over 20 years.  Mr. Becher also serves on the Board of Directors of
Noven Pharmaceuticals, Inc.

John A. Kuehne - Mr. Kuehne is a management  consultant with Alliance  Corporate
Services,  Inc. Prior to that, he was a management consultant with Hayes Stewart
Little & Company.  From 1997 to 1999, Mr. Kuehne was Chief Financial Officer for
Doman Industries  Limited ($800 million sales and $1.5 billion in assets).  From
1991 to  1997,  he was an  international  auditor  with  all  treasury  and cash
management  responsibilities  for Doman Industries Limited. Mr. Kuehne is both a
CPA and Chartered Accountant.

Steven  Malone has served as President  since March 2001.  Between July 2000 and
March 2001,  Mr. Malone was Senior Vice  President and between June 1999 to July
2000 he was a Vice President. Steven Malone possesses over twelve years of



                                       32
<PAGE>


experience  in the computer  industry,  with the last seven  focused on software
sales. As a National Account Manager for Grolier Interactive, he was responsible
for their largest  retail and  distribution  accounts.  As Director of Corporate
Sales for Software  Publishing  Corporation  (SPC),  he was  responsible for the
on-going sales growth of premiere corporate products,  such as the award winning
Harvard  Graphics,  as well as the  introduction  of several new products to the
corporate marketplace.  As Director of Sales for InfoUSA, he was responsible for
all sales and marketing of InfoUSA's products to retail,  distribution,  OEM and
corporate accounts.

Compliance with Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires that
our executive officers and directors, and persons who beneficially own more than
ten percent of a registered  class of our equity  securities  to file reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
and Nasdaq  SmallCap  Market.  To date,  no such  reports have been filed by our
officers,  directors or ten percent  holders.  Our officers and  directors  have
informed us that they are currently  working  towards  completing and filing the
necessary reports.

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 2000.

<TABLE>
<S>                                       <C>       <C>                    <C>            <C>               <C>
                                                                                                               Long-Term
                                                     Annual Compensation                                     Compensation
                                                                                                               Securities
                                                                                            Other Annual       Underlying
    Name and Principal Position            Year           Salary            Bonus           Compensation      Options (#)

Steven Malone,                             2000          $125,000            $12,500             -0-            100,000
President and Chief Executive              1999          $ 90,000            $20,000             -0-              25,000
Officer                                    1998            $-0-              -0-                 -0-              -0-

Joseph V. Szczepaniak                      2000          $200,000            -0-                 -0-              -0-
Former Chairman                            1999          $200,000            -0-                 -0-            300,000
Chief Executive Officer                    1998            $-0-              -0-                 -0-              -0-
</TABLE>



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 $125,000 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 and (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 December 12, 2000, the Company granted each of its director stock
options to purchase up to 175,000 shares of common stock at a price per share of
$1.03. These options are fully vested and have a term of ten years.


Information Concerning Stock Options



                                       33
<PAGE>


The following table provides  information about the stock options granted to the
named  executive  officer  during the fiscal year ended  December 31,  2000.  We
granted a total of 100,000  options  during the fiscal year ended  December  31,
2000.


<PAGE>



                                           Options Granted in Fiscal Year 2000
<TABLE>
<S>                         <C>                 <C>           <C>               <C>             <C>

                                                               % of Total
                                                               Options
                            Number of Shares       Date of     Granted to
                            Underlying Options     Option      Employees in        Exercise
Name                        Granted                Grant       Fiscal Year         Price          Expiration Date

Steven Malone               100,000                6-30-00          100%           $ 2.00         June 22, 2009
</TABLE>


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, 2000 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 2000.


                                          2000 Fiscal Year End Option Values

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

Joseph V. Szczepaniak           300,000                             -0-

Steven Malone                   125,000                             -0-


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

The following table sets forth,  as of April 12, 2001, 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.,  11640 Arbor Street,  Suite
201, Omaha, Nebraska

                                                              Percent of
Name                                 Number of Shares   Outstanding Common Stock

Steven Malone                          125,000 (1)               1.2%
Ben Marcovitch                         175,000 (2)               1.6%
Jacques de Groote                      175,000 (2)               1.6%
Henry M. Washington                    175,000 (2)               1.6%
Sheldon H. Becher                      175,000 (2)               1.6%
John A. Kuehne                         175,000 (2)               1.6%
Officers  and  Directors  as a group
(6 persons)                             1,000,000                8.7%
-----------

(1)  Consists of stock  options to acquire up to 125,000  shares of common stock
which are presently exercisable.

(2)  Consists of stock  options to acquire up to 175,000  shares of common stock
which are presently exercisable.

Item 12.  Certain Relationships and Related Transactions.

There are no Related Transactions or Certain Relationships to be reported.



                                       34
<PAGE>


Item 13.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      Exhibits:

Exhibit
No.      Description of Exhibit

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

16.1 Letter regarding change in certifying accountant, incorporated by reference
to Exhibit 2.1 on Form 8-K filed March 15, 2000.

21.1 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.


(b)      Reports on Form 8-K

The Company filed a Current Report on Form 8-K on March 5, 2001 pursuant to Item
5 disclosing that the Board of Directors of the Company  appointed Steven Malone
as President and Chief Executive Officer.

                                       35
<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

                                    Date: April 12, 2001


         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.

Signature                          Title                             Date

 /s/ Benjamin Marcovitch   Chairman of the Board                  April 12, 2001
------------------------
Benjamin Marcovitch

 /s/ John Kuehne           Chairman of the Audit Committee        April 12, 2001
----------------
John A. Kuehne

 /s/ Henry M. Washington   Director                               April 12, 2001
------------------------
Henry M. Washington

 /s/ Sheldon H. Becher     Director                               April 12, 2001
------------------------
Sheldon H. Becher

 /s/ Steven P. Malone      President and Chief Executive          April 12, 2001
---------------------
Steven P. Malone           Officer (principal executive officer)

 /s/ Kirk R. Rowland       Vice President of Finance              April 12, 2001
--------------------       (principal financial and
Kirk R. Rowland            accounting  officer)



                                       36
<PAGE>