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, 2001
                                       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, 2000 totaled $7,154,964 and for
the fiscal year ended December 31, 2001 totaled $2,755,658.

As of December 31, 2001, 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 $359,000.

As of April 1, 2002, the registrant had 19,298,360 shares of common stock
outstanding.


<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........................................................7
ITEM 3.  Legal Proceedings..............................................................7
ITEM 4.  Submission of Matters to a Vote of Security Holders............................8

                                     PART II
ITEM 5.  Market for the Company's Common Equity and Related Stockholder
                  Matters...............................................................8
ITEM 6.  Management's Discussion and Analysis of Financial Condition or
                  Plan of Operations....................................................9
ITEM 7.  Financial Statements..........................................................21
ITEM 8.  Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure.................................................42

                                    PART III
ITEM 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
                  with Section 16(a) of the Exchange Act ..............................42
ITEM 10. Executive Compensation .......................................................43
ITEM 11. Security Ownership of Certain Beneficial Owners and Management ...............44
ITEM 12. Certain Relationships and Related Transactions................................45
ITEM 13. Exhibits and Reports on Form 8-K..............................................45
</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

FindEx.com, Inc. ("FindEx" or the "Company", and collectively referred to as
"we", "us" or "our", in each case as required by the context) is a developer,
publisher, distributor and supplier of "inspirational" and Christian
faith-based, off-the-shelf software products to individuals and religious and
other spiritual organizations including schools, churches and other faith-based
ministries.

         PRODUCTS

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

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

On June 30, 1999, we completed an exclusive licensing agreement with Parsons
Technology, Inc., a subsidiary of The Learning Company ("TLC"), formerly the
Mattel Corporation, for their Parsons Church Division (the "Parsons License
Agreement"). The term of the Parsons License Agreement extends through June 29,
2009. This agreement provides us with the exclusive worldwide right to market,
sell, and continue to develop several top-selling titles. In addition to the
Parsons License Agreement, we are also party to a distribution agreement with
TLC pursuant to which we acquired the exclusive right to sell other TLC-owned
software titles to members of the Christian Bookseller Association ("CBA"),
which consists of approximately 3,500 retail stores throughout the United
States, plus additional retail stores outside of the United States (the "TLC
Distribution Agreement"). The term of the TLC Distribution Agreement extends
through June 30, 2004.

                  QuickVerse/Bible Study

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


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phrase or verse in any language across multiple books. QuickVerse Version 7,
our latest Version, is currently available in five CD-ROM editions: the
QuickVerse Starter Edition (which includes 1 Bible and 3 reference titles),
the QuickVerse Standard Edition (which includes 8 Bibles and 38 reference
titles), the QuickVerse Expanded Edition (which includes 13 Bibles and 54
reference titles), and the QuickVerse Deluxe Edition (which includes 17
Bibles and 76 reference titles). Each QuickVerse purchase includes access
to additional books and content, which can be unlocked and made accessible
for an additional fee.

In February 2002, we released QuickVerse Essentials Version 7, a new addition to
the QuickVerse Bible software family. Positioned as an affordable, entry-level
Version of the original flagship QuickVerse software, this product includes 6
Bibles and 24 reference titles. It provides the same simplified access and
personal Bible study features found in the higher-end QuickVerse Versions, as
well as advanced search options and the ability to transfer text for word
processing applications.

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

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

In addition to QuickVerse, we also develop and market certain other Bible study
software packages. These include the Complete Bible Resource Library, the Book,
The Life Application Bible, A Walk in the Footsteps of Jesus, Adam Clark's
Commentary on the Bible, and Dictionaries of the New Testament. Although our
prices are subject to change from time to time, these titles currently range in
price from approximately $20 to approximately $80 per unit.

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

Also through the Parsons Licensing Agreement, we maintain a line of
financial/office management products for churches, faith-based ministries and
non-profit organizations. We currently market two software titles in this
category: Membership Plus Deluxe and Membership Plus - Church Office. Each of
these products provides church database, financial management and church
productivity tools, the Church Office Version of which has a somewhat broader
functionality and range of features. These packages are designed to streamline
church office tasks, organize church membership databases, and more easily
produce targeted mailings, attendance reports and IRS-compliant contribution
receipts. The financial management software is designed to give users a better
understanding of church finances. Additionally included are a broad range of
templates for legal agreements frequently used by these organizations. To date,
we have sold this suite of products to over 25,000 church and faith-based
organizations. We regard it as one of our premier line of products.

Although our prices are subject to change from time to time, our Membership Plus
Deluxe is currently priced at $200 per unit and our Membership Plus - Church
Office is currently priced at $270 per unit.

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<PAGE>

                  Print & Graphic Products

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

o         Calendar Creator Christian Edition, which allows users to create
          custom, personalized calendars for church, classroom, and personal
          use. Other benefits include the ability to view multiple calendars at
          once, a fully integrated address book and the ability to select images
          from the products inspirational photo collection and then complete the
          calendar with Bible verses to give a spiritual touch to the users
          schedule.
o         ClickArt Christian Graphics Deluxe, which is a graphic program with
          over 13,000 high-quality illustrative and photographic images, fonts
          and alphabets. Included in this package 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.
o         ClickArt Christian Publishing Suite III, which is a full desktop
          publishing package containing over 13,000 Christian images, icons,
          maps, Catholic and Jewish imagery and ethnically diverse,
          family-oriented illustrations to be used in the creation of a wide
          range of printed materials including newsletters, bulletins, posters,
          fliers, mailings, calendars, and reports.
o         American Greetings Spiritual Expressions 3, which is a desktop
          publishing package containing tools for producing more than 350,000
          creative project possibilities including albums and scrapbooks,
          frames, postcards, horizontal or vertical banners, Web pages,
          brochures, calendars, certificates and awards, message cards, posters,
          stationery, T-shirts, wedding invitations, and keepsake cookbooks and
          journals.
o         American Greetings Sunday School Crafts, which is a tool for creating
          a wide assortment of inspirational 3D crafts, including decorations,
          puzzles, bookmarks, storybooks, cut-out cards, mobiles, hats, masks,
          costumes, and ornaments.
o         American Greetings Scrapbooks and More, which provides users with an
          exclusive gallery of ready-made scrapbooks, pages, artwork, captions,
          backgrounds, and accessories to create and print keepsake albums.


Although our prices are subject to change from time to time, our print and
graphic products range in price from approximately $20 to approximately $60 per
unit.

                  Pastoral Products

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

o          Bible Illustrator 3.0 Deluxe, which is a database compilation of
           illustrations, anecdotes, quotations, proverbs and bits of humor from
           general topics like children and angels to specific Bible passages,
           which users can use to bring messages to a congregation or classroom.
o          Ministry Notebook, which is an organizational tool for users to keep
           better track of ministry-related paperwork including sermons, prayer
           requests, personal libraries, telephone contacts, and expense
           reports.
o          Daily Journal, which is a tool for entry and recordation of personal
           thoughts, important family and business events.

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Although our prices are subject to change from time to time, our pastoral
products range in price from approximately $20 to approximately $70 per unit.

                  Children's Products

We currently produce and distribute/sell a line of children's CD-Rom products
designed to appeal to faith-conscious families interested in spiritually
enriched entertainment and play-along educational content. This line of software
is supplemented with certain additional product that we also sell through the
TLC Distribution Agreement. Collectively, these titles include Jonah and the
Whale, Noah and the Ark, Daniel in the Lion's Den, The Story of Creation, Amazon
Trail (3rd Edition), Oregon Trail (4th Edition).

Although our prices are subject to change from time to time, our children's
CD-Rom products range in price from approximately $10 to $40 per unit.

                  Language Tutorial Products

We currently produce tutorial software programs for learning Greek and Hebrew,
languages frequently studied in conjunction with a Bible-study curriculum or by
Biblical scholars. Each of these two programs covers all of the essential
language development skills, including letters, vocabulary and grammar. Although
our prices are subject to change from time to time, our language tutorial
products range in price from approximately $10 to approximately $40 per unit.

         FINANCIAL & RELATED SERVICES

Although we currently operate an online discount securities brokerage operation
through an NASD licensed affiliate, Empire Financial, to date, we have not
generated any revenues from this operation. The site through which we conduct
this operation is located at www.findexfinancial.com. Through our primary
Website, www.findex.com, and as a result of our corporate legacy, we also make
available certain very limited 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 of these
categories on our Website offers users information intended to support a more
informed decision through online searching and/or providing access to
professionals through links to other Websites.

While maintenance of these other services does not result in any incremental
direct costs to us, and although there can be no assurance, we are currently
considering abandoning these operations as inconsistent with our focus and core
competencies.

         OUR MARKET

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

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


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

         OUR ACQUISITION STRATEGY

One potential aspect of our development strategy includes the pursuit of
acquisition or other strategic growth opportunities with respect to companies
offering Christian-related merchandise and services. Although we have no current
intentions or plans to do so, we have not ruled out the pursuit of transactional
opportunities in areas outside of these as well.

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

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

         CORPORATE FORMATION & LEGACY

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

         MARKETING AND SALES

At the retail level, we sell our software products to thousands of retail stores
across the United States, many of which are members of the CBA. These stores
vary from small, family-owned Christian bookstores to large chain bookstores
such as LifeWay Christian Stores, Family Christian Stores and Berean Christian
Stores. We face the continuing challenge of reaching these stores on a
consistent basis to keep them informed of new releases, promotional offers, etc.
In addition to advertising in trade publications and maintaining visibility at
CBA trade shows and events, we believe that it is critical to be in direct
personal contact with each customer routinely in order to maintain or increase
our market position. Towards that end, our sales representatives are expected to
contact each of our customers as well as each of the 3,500 independent stores
that are not yet our customers at least once each calendar quarter and present
them with the latest in our products and promotions. We believe our personalized


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approach to marketing provides us with an edge over our competition, which we
believe rely predominantly on advertising to maintain and develop their
relations with CBA customers.

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

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

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

All of our sales are currently fulfilled out of our warehouse located in
LaVista, Nebraska.

         SIGNIFICANT CUSTOMERS AND SUPPLIERS

For the years ended December 31, 2001 and 2000, sales to TLC and subsidiaries,
accounted for 7% and 41%, respectively, and sales to Navarre Corporation
accounted for 17% and 14%, respectively, of consolidated revenue. The decrease
in sales to TLC results from both a dispute we had with TLC throughout 2001 and
TLC's cancellation of their contract with us to distribute our products into the
secular retail market. Navarre and other smaller distributors have taken over
the distribution of those products into the secular market in place of TLC.
Since we transitioned our secular sales distribution from TLC to Navarre and
other smaller distributors, we expect that sales of our products to Navarre will
continue to account for a high percentage our revenue in the foreseeable future
and our sales to TLC will continue to decrease as a percentage of consolidated
revenue.

Also for the years ended December 31, 2001 and 2000, product and material
purchases from TLC accounted for 23% and 17%, respectively, purchases from Cedar
Graphics, Inc. accounted for 11% and 28%, respectively, purchases from Ivy
Hill/Warner Media Services accounted for 21% and -0-%, respectively, purchases
from Income Dynamics, Inc. accounted for 14% and -0-%, respectively, purchases
from Kay Productions accounted for 12% and -0-%, respectively, purchases from
Zomax Optical Media, Inc. accounted for -0-% and 13%, respectively, and
purchases from N-Lightning Software Development, Inc. accounted for -0-% and
13%, respectively, of the total product and material purchases made by the
Company. During the year 2001, we contracted with three new vendors for product
and material purchases, which is reflected in the purchases from Ivy Hill/Warner
Media Services, Income Dynamics, and Kay Productions. Furthermore, the decline
in purchases for 2001 from Zomax Optical Media and N-Lightning Software
Development resulted from terminated contracts.


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         REGULATION

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

         COMPETITION

The market for our products is rapidly evolving and highly competitive. We face
competition in chain-store, secular, CBA, direct and Internet sales. We
currently or potentially compete with a variety of companies, including Logos
Research Systems, Inc., Biblesoft, Inc., Thomas Nelson, Inc. and iExalt, Inc.
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 TLC Licensing Agreement,
we already make available many more titles through the CBA than any other
software provider. We have the advantage of offering titles with such brand
names as American Greetings (e.g. 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 complimentary to its current offering and consistent
with the desires of CBA shoppers. Through our partnership with TLC, we can offer
more than 500 software titles to the CBA market.

         EMPLOYEES

We currently have nineteen full-time employees and three part-time employees. In
addition, we have engaged the services of several consulting firms who are
working full or part time for us in the area of product development. We rely
heavily on our current officers and directors in operating the business,
particularly Steven Malone, our President and Chief Executive Officer. We are
not subject to any collective bargaining agreements and believe that our
relationships with our employees are good.

Item 2.  Description of Property

Our principal executive offices are located at 11640 Arbor St, Suite 201, Omaha,
Nebraska. We sublease these offices under a lease agreement with Ervin & Smith
Inc. We also lease warehouse space in LaVista, Nebraska that we use as a
distribution and fulfillment facility.

Item 3.  Legal Proceedings

We are currently involved in a dispute with The Zondervan Corporation based on
royalty payments owed to them by the Company (see "Management's Discussion and
Analysis or Plan of Operation - Revenues").

With the exception of the above listed legal dispute, there are no material
threatened or pending legal proceedings of which we are currently aware.
However, there can be no assurance that we will not be made a party to
litigation in the future. Moreover, there can be no assurance that our insurance
coverage will prove adequate to cover all liabilities arising out of any claims
that may be initiated against us in the future. Any finding of liability imposed
against us coupled with a lack of corresponding insurance coverage is likely to
have an adverse effect on our business, financial condition, and operating
results.


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

No matters were submitted to a Vote of Security Holders during the annual period
ending December 31, 2001

                                     PART II

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

Our Common Stock is traded on the OTC Bulletin Board, a service provided by the
Nasdaq Stock Market Inc., under the symbol, "FIND". The Nasdaq Stock Market has
implemented a change in its rules requiring all companies trading securities on
the OTC Bulletin Board to become reporting companies under the Exchange Act of
1934. We were required to become a reporting company by the close of business on
April 19, 2000.

FindEx.com acquired all the outstanding shares of Reagan 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
April 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

         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

         2001                             High              Low

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

         Shareholders

As of March 31, 2002, there were approximately 800 holders of record of our
common stock, with any shares held by persons or companies in street or nominee
name counted only under such street or nominee name.


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         Dividends

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

         Recent Sales of Unregistered Securities

In September 2001, we entered into a stock subscription agreement with Wall
Street Connections, Inc. and issued 48,387 common shares to one accredited
investor 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 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.

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

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

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

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

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

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

         GENERAL

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

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


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<PAGE>


At the retail level, we sell our software products to thousands of retail stores
across the United States, many of which are members of the CBA. These stores
vary from small, family-owned Christian bookstores to large chain bookstores
such as LifeWay Christian Stores, Family Christian Stores and Berean Christian
Stores. We face the continuing challenge of reaching these stores on a
consistent basis to keep them informed of new releases, promotional offers, etc.
In addition to advertising in trade publications and maintaining visibility at
CBA trade shows and events, we believe that it is critical to be in direct
personal contact with each customer routinely in order to maintain or increase
our market position. Towards that end, our sales representatives are expected to
contact each of our customers as well as each of the 3,500 independent stores
that are not yet our customers at least once each calendar quarter and present
them with the latest in our products and promotions. We believe our personalized
approach to marketing provides us with an edge over our competition, which we
believe rely predominantly on advertising to maintain and develop their
relations with CBA customers.

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

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

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

All of our sales are currently fulfilled out of our warehouse located in
LaVista, Nebraska.

Since we acquired the Parsons Church Division from Mattel in June 1999, we have
experienced inconsistent growth. We expanded our presence in the CBA marketplace
by increasing the frequency of customer contact by our sales representatives and
by adding products desired by their customer base. We lost our presence in the
secular retail marketplace, however, when, in March, 2000, TLC announced their
decision to reduce their workforce and their line of software products promoted
into the secular market. Since then, though, we have not only re-established our
presence in the secular retail market by focusing time, talent and resources, we
have expanded that presence beyond what it had previously been.

We continue to aggressively pursue our objective of becoming the premier
provider of Bible study and related products and content to the domestic and
international markets, and to offer explore additional technologies, products
and services that are complementary to the affinity group we already serve. We
have developed two (2) enhanced releases of our flagship product, QuickVerse,
one (1) new product targeted mainly to the secular market, QuickVerse
Essentials, and one (1) enhanced release of our top financial and data
management product, Membership Plus. In October 2001, we released the Complete
Bible Resource Library, a software program that contains Bible translations,
Bible reference tools, multimedia programs, Christian clip-art images and
interactive children's games. We also added


                                       10
<PAGE>

distributorships for ItsDeductible, a software program that determines and
tracks the proper fair market value of item donations; CJ's Closet, a children's
software program of interactive adventures with Biblical themes; and The Holy
Land Experience, a multi-media software program containing interactive maps,
photographs, educational video lessons, and more bringing the ancient land to
life. These distributorships were cancelled in January 2002 as we narrowed our
focus to our own core products. We are currently researching new opportunities
in technology for our existing software titles and expanding our financial
product line.

         RESULTS OF OPERATIONS

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

Our earnings before interest, taxes, depreciation, and amortization (EBITDA) for
the twelve months ended December 31, 2001 was a loss of approximately $4,852,000
compared to an EBITDA loss of approximately $3,258,000 for the twelve months
ended December 31, 2000. These losses, however, include several non-cash
expenses. For the year ended December 31, 2001, we recognized expenses of
$65,000 relating to 500,000 common shares issued to World Trade Partners, Inc.
for consulting and business development services, $33,441 relating to 132,500
common shares issued to an individual for investor relations services, $43,201
relating to 125,000 warrants issued to Genesis Financial Group, LLC in
compromise and settlement for consulting services, $50,323 relating to 150,000
warrants issued to Membrado & Montell, LLC for corporate legal service, and
$181,392 relating to 510,000 warrants issued to Swartz Private Equity, LLC in
conjunction with an equity line of credit. In addition, we wrote off bad debts
totaling approximately $2,660,000 relating to sales to TLC and a loan in the
amount of $240,00 made to 711.NET which went bankrupt, and increased our reserve
for sales returns to approximately 26% of gross sales to reflect higher actual
returns from the secular retail marketplace and our lack of inventory for the
CBA marketplace.

For the year ended December 31, 2000, 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

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

Product return reserves are based upon a percentage of total retail and direct
sales for the period and may increase or decrease as actual returns are
processed. Product returns or price protection concessions that exceed our
reserves could materially adversely affect our business and operating results
and could increase the magnitude of quarterly fluctuations in our operating and
financial results. See "Risk Factors - Product returns that exceed our
anticipated reserves could result in worse than expected operating


                                       11
<PAGE>

results." Product returns from distributors and Christian bookstores are allowed
primarily in exchange for new products or for credit towards purchases as part
of a stock-balancing program. These returns are subject to certain limitations
that may exist in the contract that we have with them. Under certain
circumstances, such as termination or when a product is defective, distributors
and bookstores could receive a cash refund if returns exceed amounts owed.
Returns from sales made directly to the consumer are accepted within 30 days of
purchase and are issued a cash refund.

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

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

Gross revenues decreased from $7,947,000 for the year ended December 31, 2000 to
$3,468,000 for the year ended December 31, 2001. Sales returns and allowances
decreased from $792,000 for the year ended December 31, 2000 to $607,000 for the
year ended December 31, 2001 but increased as a percentage of gross sales from
approximately 11% for the year ended December 31, 2000 to approximately 26% for
the year ended December 31, 2001. On March 8, 2000, TLC, canceled a distribution
agreement that we had had in place with them. 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 2000 and by late
third quarter 2000, 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.

Historically, we have reproduced and distributed the Zondervan NIV Bible
pursuant to a content licensing agreement with The Zondervan Corporation (part
of the Parsons License Agreement) which provides that we will pay a royalty fee
of 10% of net sales on the stand-alone product and $8.00 per unit on total net
units of QuickVerse. The products containing the Zondervan NIV Bible, including
QuickVerse, accounted for approximately 31% of our revenues in fiscal year 2000
and approximately 35% of our revenues in 2001. Due to our shortage in working
capital, we are significantly in arrears on the royalty payments due under such
licensing agreement. On April 5, 2001, we received a notice from The Zondervan
Corporation informing us that they are terminating our rights to the Zondervan
NIV Bible under the Parsons Licensing Agreement. On October 12, 2001, Zondervan
was granted a court order in the United States District Court in the Western
District of Michigan ordering FindEx to cease selling, marketing and
manufacturing any product that incorporates Zondervan's copyrighted material. As
of

                                       12
<PAGE>


October 26, 2001 we reached a written payment agreement with Zondervan
whereby they would not enforce the court order and we would continue to ship
products containing Zondervan's NIV Bible. We failed to meet our first payment
obligation due to Zondervan on November 12, 2001 in accordance with the payment
agreement. On November 14, 2001, Zondervan pursued its enforcement rights under
the court order by serving notice that we cease selling, marketing and
manufacturing all products containing their copyrighted material. As of the date
hereof, we are abiding by the court order. We are continuing to attempt to work
with Zondervan, however, to reach an alternate settlement which would allow us
to continue to sell, market and manufacture Zondervan's copyrighted material,
but that we believe that we are capable of fulfilling given our current
financial condition. We are tentatively scheduled to meet with representatives
of The Zondervan Corporation for mediation discussions on May 7, 2002. However,
there can be no assurance that we will be able to negotiate any such settlement
and any continued enforcement of the court order would have a material adverse
effect on our business, operations, financial condition and ability to operate
as a going concern.

We experienced significantly larger product returns during the fourth quarter of
2000 and the first quarter of 2001 as our secular distributors returned product
in the channel to stock up for the Christmas season and returned the excess
after the Christmas shopping season was complete. Product returns during the
other quarters were consistent. 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 QuickVerse 7 in November 2000 also increased
the quantity of returns of prior Versions as stores made shelf space.

         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 increased from 15.5% of gross revenues in 2000 to 23.1% of gross
revenues in 2001. This increase was a result of our shortage of working capital.
Materials were purchased in smaller quantities resulting in higher unit costs.
In addition, some of our older inventory was sold to a software liquidator at
margins much lower than normal. The direct costs and manufacturing overhead
percentage is expected to decrease back to 2000 levels as working capital is
more readily available and we are again able to take advantage of larger orders
and renewing relationships with preferred vendors. Royalties to third party
providers of intellectual property also increased from 13.1% of gross revenues
in 2000 to 14.1% of gross revenues in 2001. The royalty rate increase also stems
from our working capital shortage. Fixed unit royalties on several of the titles
contained in QuickVerse were unaffected by price reductions or liquidation of
old Versions. In addition, 2001 reflects a full year of increased royalties on
QuickVerse 7 as several new titles were added with its release in the fourth
quarter of 2000 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. The royalty rate as a percentage of gross sales is also
expected to decrease back to 2000 levels as working capital is more readily
available and we can avoid liquidation sales for our cash needs.

         SALES, GENERAL AND ADMINISTRATIVE

Operating expenses for 2001 include approximately $388,000 in non-cash expenses
for stock and warrants issued for services and approximately $2,660,000 in
non-cash bad debt expense (see "RESULTS OF OPERATIONS" above).

                                       13
<PAGE>

Sales expenses reflect a decrease in the provision for technical support costs,
advertising costs and rebates. We began providing our own technical support in
April 2001 effectively lowering the matching of future technical support costs
related to sales from the current year period. Prior to that point, we operated
under an agreement with TLC whereby TLC provided technical support and billed
FindEx based on the monthly number of technical support calls received. It is
anticipated that future technical support costs will remain lower, on a per
instance basis, than that provided by TLC. Advertising and rebates were
significantly limited by our lack of working capital to pursue available
opportunities.

Research and development costs include salaries and benefits of personnel and
third parties conducting research and development of software products. Research
and development expenses decreased in 2001 reflecting a development period for
QuickVerse 7 in 2000 and no significant development in 2001. Research and
development expenses are expected to increase in future periods as we add new
products and Versions to our product mix.

Personnel costs decreased approximately $170,000 from 2000 to 2001 primarily
from a reduction in staff but also from the change in executive management. It
is anticipated that personnel costs will increase in future periods as operating
capital is available to fund full staffing of our product development team and
expansion of the technical support and direct marketing staff. Corporate
services decreased approximately $2,980,000 from a reduction in business
consulting and valuation services contracts. Legal costs increased approximately
$168,000 from settlement of a dispute with Genesis Financial Group, LLC, over
payment for services provided during 1999 and 2000, from consultation provided
regarding our disputes with TLC and Zondervan, and preparation and filing of our
registration statement. It is anticipated that legal costs will continue to be
higher than those recorded in the comparable prior year period until the
disputes with TLC and Zondervan are finally resolved. Travel costs decreased
approximately $57,000 as sales staff reduced sales efforts in line with cash
resources.

We did not pursue any acquisitions during 2001 and, thus, did not incur any
acquisition costs. Costs associated with acquiring Reagan Holdings, Inc.
amounted to $150,000 for the year 2000. We do not expect to pursue acquisitions
during 2002 but do expect future acquisition costs to continue as we pursue our
business plan for growth by acquiring companies that are synergistic with our
current product line and customer base.

Bad debt expense increased approximately $2,642,000 as management determined a
note receivable in the amount of $240,000 with 711.net and net accounts
receivable from TLC of approximately $2,400,000 were deemed un-collectible. We
have reached a tentative settlement with TLC whereby none of the receivable
balance will be collected.

         INCOME TAX BENEFITS

Our effective tax rate differs from the statutory federal rate due to
differences between income and expense recognition prescribed by the Internal
Revenue Code and Generally Accepted Accounting Principles. We utilize different
methods and useful lives for depreciating property and equipment. Amortization
of the software license agreement is on a straight-line basis over the 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.

We have recognized a net deferred tax asset whose realization depends on
generating future taxable income. Because of this uncertainty, we have recorded
a valuation allowance to offset the net deferred tax asset. The resulting
deferred tax liability reflects income taxes payable in future periods on the
net deductible differences related to the software license agreement. We
currently have net operating loss carryforwards, for income tax purposes, of
approximately $9,767,000. The carryforwards are the result


                                       14
<PAGE>

of income tax losses generated in 1996 ($50,000 expiring in 2011), 1997 ($77,000
expiring in 2012), 1998 ($54,000 expiring in 2018), 2000 ($4,418,000 expiring in
2020) and 2001 ($5,168,000 expiring in 2021). We will need to achieve a minimum
annual taxable income, before deduction of operating loss carryforwards, of
approximately $490,000 to fully utilize the current loss carryforwards. We
believe this is achievable through careful expense management and continued
introduction of new products and enhanced Versions of our existing products. 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.

         LIQUIDITY AND CAPITAL RESOURCES

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

As of December 31, 2001, FindEx had $1,135,024 in current assets, $6,895,461 in
current liabilities and a retained deficit of $10,002,755. We had a net loss
before income taxes of $5,460,230 for the year ended December 31, 2001.
Operating expenses for 2001 included approximately $388,000 in non-cash expenses
for stock issued for services and approximately $2,660,000 in non-cash bad debt
expense (see "RESULTS OF OPERATIONS" above). Negative cash flow from operations
for 2001 was $65,500 compared to positive cash flow from operations of $978,895
for 2000.

Net cash used by operating activities was $65,500 and provided by operating
activities was $978,895, for the years ended December 31, 2001 and 2000,
respectively. The increase in cash used was primarily due to a decrease in sales
by approximately 60% from 2000, partially offset by amortization of the software
license, non-cash operating expenses, and bad debt expense.

Net cash used in investing activities was $17,415 and $2,357,218 for the years
ended December 31, 2001 and 2000, respectively. The decrease in cash used
relates primarily to payments made on the software license agreement. FindEx
made several payments during the year ended December 31, 2000 and did not make
any payments during 2001.

Net cash provided by financing activities was $68,287 and $1,252,819 for the
years ended December 31, 2001 and 2000, respectively. For the year 2001, cash
provided by financing activities represented a small private placement with Wall
Street Connections, Inc. and net proceeds from an accounts receivable factoring
arrangement. We also had a minor adjustment in the Parsons License Agreement as
part of the tentative settlement. We were not able to meet payment due dates on
the outstanding notes payable during 2001 but have made several payments towards
those notes in 2002.

On March 19, 2001, we entered into an Accounts Receivable Financing Agreement
with Alliance Financial Capital, Inc. ("AFC"). Pursuant to this agreement, AFC
agrees to purchase selected accounts receivable on a discounted basis,
including, without limitation, full power to collect, compromise, sue for,
assign, or in any manner enforce collection thereof. The agreement provides for
advances of 60% toward the purchase of the invoices with a credit line of
$250,000. The terms call for 40% to be held in a reserve account from the
collection of each invoice. Invoices not paid by the customer within 90 days of
shipment

                                       15
<PAGE>

are required to be repurchased by us out of the reserve account. The
agreement carries a 12-month term with a minimum monthly fee equal to one half
of one percent (.5%). The term renews automatically in 12-month increments
unless a written request for termination is received by AFC at least 30 days
before the renewal date. During the year ended December 31, 2001, we sold
accounts receivable totaling $391,312 to AFC under this agreement receiving cash
of $236,466. At December 31, 2001, the balance of accounts transferred remaining
open was $46,235 securing debt of $28,214.

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

In an effort to substantially reduce our monthly expenses and restore
profitability at our current and forecasted near-term sales volume, we reduced
our workforce by approximately 50% in November 2001. In addition, we reviewed
our operating facilities needs for further savings opportunities and closed our
sales office in Cedar Rapids, Iowa. Our reduction in personnel expenses and the
operating expenses associated with the closing of our Cedar Rapids office,
coupled with the reduction in further operating expenses that we would
experience were we to move forward with our contemplated cutback in physical
facilities would provide combined annual savings of approximately $750,000. We
are also assessing other operating costs for purposes of identifying potential
savings opportunities.

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

CAUTIONARY STATEMENTS AND RISK FACTORS

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

WE HAVE EXPERIENCED, AND MAY CONTINUE TO EXPERIENCE, REDUCED REVENUES DUE TO
DELAYS IN THE INTRODUCTION AND DISTRIBUTION OF OUR PRODUCTS. We cannot be
certain that we will be able to meet our planned release dates for our new
software releases. If we cannot release an important new product during the
scheduled quarter, our revenues would likely be reduced in that quarter. In the
past, we have experienced significant delays in our introduction of some new
products. For instance, delays in duplication, packaging and distribution caused
our QuickVerse Version 7.0 to begin arriving at retailers over the 2000
Thanksgiving holiday. As a result, we experienced fewer sales of these products
than we would have if the products were in stores before the holiday selling
season began, which had a materially adverse effect on our operating results for
the 2000 fourth quarter. It is likely in the future that delays will continue to
occur and that some new products will not be released in accordance with our
internal development schedule or the expectations of public market analysts and
investors.


                                       16
<PAGE>


IF WE ARE UNABLE TO RAISE ADDITIONAL FUNDS, WE MAY BE REQUIRED TO DEFER
COMPLETION OF FUTURE SOFTWARE UPDATES AND REDUCE OVERHEAD SIGNIFICANTLY. 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 team and key employees and upon our ability to identify,
hire, and retain additional sales, marketing, technical, and financial
personnel. The loss of any of our key executives or the failure to attract,
integrate, motivate, and retain additional key employees could have a material
adverse effect on our business. We may be unable to retain our existing key
personnel or attract and retain additional key personnel. Competition for these
personnel in the software and technology industry is intense and identifying
personnel with experience in this industry is even more difficult. We are in a
relatively new market, and there are a limited number of people with the
appropriate combination of skills needed to provide the services that our
customers require. We depend particularly upon the services of Steven Malone,
our Chief Executive Officer and President.

PRODUCT RETURNS THAT EXCEED OUR ANTICIPATED RESERVES COULD RESULT IN WORSE THAN
EXPECTED OPERATING RESULTS. At the time we ship our products to retailers we
will establish reserves, including reserves that estimate the potential for
future product returns. Product


                                       17
<PAGE>


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.

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

FLUCTUATIONS IN OPERATING RESULTS MAY RESULT IN UNEXPECTED REDUCTIONS IN REVENUE
AND STOCK PRICE VOLATILITY. We operate in an industry that is subject to
significant fluctuations in operating results from quarter to quarter, which may
lead to unexpected reductions in revenues and stock price volatility. Factors
that may influence our quarterly operating results include:

 *       the introduction or enhancement of software products and technology
         by us and our competitors;

 *       our ability to produce and  distribute  retail  packaged  Versions of
         our software in advance of peak retail selling seasons; and

 *       our ability to create appealing content within our software products.

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



ERRORS OR DEFECTS IN OUR SOFTWARE PRODUCTS MAY CAUSE A LOSS OF MARKET ACCEPTANCE
AND RESULT IN FEWER SALES OF OUR PRODUCTS. Our products are complex and may
contain undetected errors or defects when first introduced or as new Versions
are released. In the past, we have discovered software errors in some of our new
products and enhancements after their introduction into the market. Because our
products are complex, we anticipate that software errors and defects will be
present in new products or releases in the future. While to date these errors
have not been material, future errors and defects could result in adverse
product reviews and a loss of, or delay in, market acceptance of our products.

TO DEVELOP PRODUCTS THAT CONSUMERS DESIRE, WE MUST MAKE SUBSTANTIAL INVESTMENTS
IN RESEARCH AND DEVELOPMENT TO KEEP UP WITH THE RAPID TECHNOLOGICAL DEVELOPMENTS
THAT ARE TYPICAL IN OUR INDUSTRY. The Bible-study, inspirational content, and
entertainment software market and are subject to rapid technological
developments. To develop products that consumers and church and other
faith-based organizations desire, we must continually improve and enhance our
existing products and technologies and develop new products and technologies
that incorporate these technological developments. We cannot be certain that


                                       18
<PAGE>


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

NEW INTERNET ACCESS DEVICES MAY CHANGE THE WAY INFORMATION IS DISPLAYED
REQUIRING US TO CHANGE OUR PRODUCTS. Recent increases in the use of internet
devices to access inspirational content and the continued development of
internet devices as a medium for the delivery of network-based information,
content, and services may require us to change our products. Our success depends
on our ability to understand the method upon which our search engines operate
and our ability to service new and emerging devices to access the Internet, such
as browser phones, personal digital assistants, and other wireless devices. To
the extent these new Internet access devices change the way that information is
displayed to the end user or causes a change in the medium that is searched, we
may be required to revise the methodology of our products. We cannot predict the
impact that these new devices will have on our services, and any such required
revisions may result in loss of revenue and goodwill, increased expenses, and
reduced operating margins.

IF OUR PRODUCTS INFRINGE ANY PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE
BROUGHT AGAINST US THAT COULD REQUIRE US TO PAY LARGE LEGAL EXPENSES AND
JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING OUR PRODUCT. We believe that our
products do not infringe any valid existing proprietary rights of third parties.
Any infringement claims, however, whether or not meritorious, could result in
costly litigation or require us to enter into royalty or licensing agreements.
If we are found to have infringed the proprietary rights of others, we could be
required to pay damages, redesign the products or discontinue their sale. Any of
these outcomes, individually or collectively, could have a material adverse
effect on our business and financial condition.

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


                                       19
<PAGE>


o        management of a multi-national organization,
o        compliance with local laws and regulatory requirements, as well as
            changes in those laws and requirements,
o        restrictions on the repatriation of funds,
o        employment and severance issues,
o        overlap of tax issues,
o        the business and financial condition of any overseas business partners,
o        political and economic conditions abroad, and
o        the possibility of
                  - expropriation or nationalization of assets,
                  - supply disruptions,
                  - currency controls,
                  - exchange rate fluctuations, or
                  - 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.


                                       20
<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 balance sheets of FindEx.com, Inc. (a
development stage company) as of December 31, 2001 and the related statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FindEx.com, Inc. as of December
31, 2001 and the results of its operations and cash flows for the year then
ended in conformity with generally accepted accounting principles in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
described in Note 16. The financial statements do no include any adjustments
that might result from the outcome of this uncertainty.

/s/ Chisholm & Associates
North Salt Lake, Utah
February 26, 2002



                                       21
<PAGE>
                         FindEx.com, Inc.
                    CONSOLIDATED BALANCE SHEETS
                         December 31, 2001
<TABLE>
<S>                                                                                   <C>
                             ASSETS
CURRENT ASSETS
        Cash and cash equivalents
            Unrestricted cash - overdraft                                              $           (6,645)
            Restricted cash                                                                        13,785
                                                                                       --------------------
                 Total cash and cash equivalents                                                    7,140
        Accounts receivable, trade (Note 2)                                                       460,170
        Inventories (Note 3)                                                                      646,246
        Other current assets                                                                       21,468
                                                                                       --------------------

            TOTAL CURRENT ASSETS                                                                1,135,024
                                                                                       --------------------

PROPERTY AND EQUIPMENT, net (Note 4)                                                               92,185
                                                                                       --------------------

OTHER ASSETS
        Software license, net (Note 5)                                                          3,776,306
        Other assets                                                                               12,558
                                                                                       --------------------
            TOTAL OTHER ASSETS                                                                  3,788,864
                                                                                       --------------------

            TOTAL ASSETS                                                               $        5,016,073
                                                                                       ====================

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
        License fees payable (Note 5)                                                  $         1,051,785
        Notes payable (Note 6)                                                                     749,000
        Accrued royalties                                                                        2,082,694
        Accounts payable                                                                         1,521,520
        Rebates payable                                                                            443,477
        Accrued expenses                                                                           649,290
        Reserve for sales returns                                                                  225,269
        Reserve for technical support                                                              172,426
                                                                                       --------------------

            TOTAL CURRENT LIABILITIES                                                            6,895,461
                                                                                       --------------------

LONG-TERM LIABILITIES
        Accounts payable refinanced (Note 17)                                                       71,322
        Non-current deferred taxes (Note 7)                                                      1,147,043
                                                                                       --------------------
            TOTAL LONG-TERM LIABILITIES                                                          1,218,365
                                                                                       --------------------

STOCKHOLDERS' EQUITY (Note 8)
        Preferred stock, Series A, $.001 par value, 5,000,000
            shares authorized, 11,400 shares issued and outstanding                                     11
        Preferred stock, Series B, $.001 par value, 5,000,000
            shares authorized, 40,000 shares issued and outstanding                                     40
        Common stock, $.001 par value, 50,000,000 shares
            authorized, 11,231,600 shares issued and outstanding                                    11,231
        Paid-in capital                                                                          6,893,720
        Retained (deficit)                                                                     (10,002,755)
                                                                                       --------------------
            TOTAL STOCKHOLDERS' EQUITY                                                          (3,097,753)
                                                                                       --------------------

            TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $         5,016,073
                                                                                       ====================
</TABLE>

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


                                      22
<PAGE>
FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             For the Years Ended
                                                                 December 31,
                                                          2001                    2000
                                                -----------------------  ----------------------
<S>                                            <C>                      <C>
REVENUES, net of reserves and allowances        $         2,755,658      $           7,154,964

COST OF SALES                                             1,374,759                  2,270,144
                                                -----------------------  ----------------------

GROSS PROFIT                                                 1,380,899               4,884,820
                                                -----------------------  ----------------------

OPERATING EXPENSES
      Sales                                                 821,525                  1,653,232
      General and administrative                          2,751,483                  6,471,286
      Depreciation and amortization                         534,749                    611,525
      Bad debt expense                                   2,659,994                      18,024
                                                -----------------------  ----------------------
           TOTAL OPERATING EXPENSES                          6,767,751               8,754,067
                                                -----------------------  ----------------------

LOSS FROM OPERATIONS                                        (5,386,852)             (3,869,247)
                                                -----------------------  ----------------------

OTHER INCOME (EXPENSES)
      Interest income                                         12,601                    10,171
      Other income                                            2,389                      2,873
      Interest expense                                     (88,368)                    (58,939)
                                                -----------------------  ----------------------
           NET OTHER INCOME (EXPENSES)                         (73,378)                (45,895)
                                                -----------------------  ----------------------

NET LOSS BEFORE INCOME TAXES                                (5,460,230)             (3,915,142)

      INCOME TAXES                                      (2,140,123)                  1,561,003
                                                -----------------------  ----------------------

NET LOSS                                        $           (7,600,353)  $          (2,354,139)
                                                =======================  ======================

NET LOSS PER SHARE
      Basic                                     $              (0.71)    $            (0.24)
                                                =======================  ======================
      Diluted                                   $              (0.71)    $            (0.24)
                                                =======================  ======================

WEIGHTED NUMBER OF SHARES OUTSTANDING
      Basic                                                 10,744,519               9,790,868
                                                =======================  ======================
      Diluted                                               10,744,519               9,790,868
                                                =======================  =======================
</TABLE>








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


                                       23
<PAGE>

                                FindEx.com, Inc.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                            Retained
                                                 Preferred Stock  Common Stock                Paid-In       Earnings
                                               Series A Series B    Shares       Amount       Capital       (Deficit)         Total
                                                ------  -------  ------------  ----------  ------------- --------------  -----------
<S>                                                <C>  <C>     <C>           <C>         <C>           <C>               <C>
 Balance as previously reported, December 31, 1999  20  $ 68     9,072,312    $  9,072     $ 2,248,617  $    245,732    $ 2,503,509
      Prior period adjutment (Note 9)               -      -             -           -              -       (234,921)      (234,921)
                                                  ----  -----  ------------    --------   ------------   ------------   ------------

 Balance, restated, December 31, 1999              20     68     9,072,312       9,072      2,248,617         10,811      2,268,588

      Issuance of Common Stock                      -      -       150,000         150            551                           701
         for Acquisition of Reagan Holdings, Inc.
      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     (2,398,202)     4,099,243

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

 Balance, December 31, 2001                        11   $ 40    11,231,600    $ 11,231    $ 6,893,720  $ (10,002,755)   $(3,097,753)
                                                 ===== ======  ============  ==========  ============= ==============  =============
</TABLE>





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


                                      24
<PAGE>
                                FindEx.com, Inc.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                        For the Years Ended
                                                                            December 31,
                                                                           2001           2000
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Cash received from customers                                   $   3,274,383  $  6,704,383
     Cash paid to suppliers and employees                              (3,301,061)   (5,725,619)
     Interest paid                                                        (21,142)       (1,424)
     Interest received                                                     17,945         4,827
     Income taxes paid                                                    (35,625)       (3,272)

                  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES        (65,500)      978,895

CASH FLOWS FROM INVESTING ACTIVITIES
     Cash received in merger with Reagan Holdings, Inc.                         -           701
     Cash paid for notes receivable                                             -      (240,000)
     Acquisition of property, plant and equipment                         (14,215)      (35,538)
     Deposits made                                                         (3,200)         (250)
     Cash paid for software license agreement                                   -    (2,073,788)
     Website development costs                                                  -        (8,343)

                  NET CASH USED BY INVESTING ACTIVITIES                   (17,415)   (2,357,218)

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of notes payable                                    -       549,000
     Proceeds from line of credit, net                                     28,214             -
     Proceeds from issuance of stock                                       15,000       703,819
     Addition to license agreements                                        25,073             -

                  NET CASH PROVIDED BY FINANCING ACTIVITIES                68,287     1,252,819

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                               (14,628)     (125,504)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                             21,768       147,272

                  CASH AND CASH EQUIVALENTS, END OF PERIOD          $       7,140  $     21,768

RECONCILIATION OF NET INCOME (LOSS) TO CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                       $  (7,600,353) $ (2,354,139)
     Adjustments to reconcile net loss to net cash
          provided (used) by operating activities:
              Depreciation & amortization                                 534,749       611,525
              Bad debt expense                                          2,659,994        18,024
              Stock issued for services                                   388,357     3,422,270
          Change in assets and liabilities:
              (Increase) decrease in accounts receivable                  335,819      (604,174)
              (Increase) in refundable income taxes                        (1,548)            -
              (Increase) in inventories                                   (28,344)      (72,554)
              (Increase) decrease in prepaid expenses                      18,199       (21,244)
              (Increase) decrease in note receivable                      240,000             -
              Increase in accounts payable                                404,554        92,729
              (Decrease) in income taxes payable                          (42,556)     (730,716)
              Increase (decrease) in deferred taxes                     2,148,602      (833,559)
              Increase in accrued royalties                               483,221       870,602
              Increase in other liabilities                               393,806       580,131

                  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES  $     (65,500) $    978,895
</TABLE>

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



                                      25
<PAGE>



                                FindEx.com, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

FindEx is a retail, wholesale and Internet supplier of personal computer
software products to business and religious organizations and individuals around
the world. In June 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 bookstores, and telemarketing efforts.
Although FindEx attempts to prudently manage and


                                       26
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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, 2001 and 2000, the Company had two major
customers that individually accounted for 10% or more of the annual sales. Sales
to Customer A accounted for 7% and 41%, respectively, and sales to Customer B
accounted for 17% and 14%, respectively, of consolidated revenue for the years
ended December 31, 2001 and 2000. Accounts receivable relating to Customer A and
Customer B, were $-0- and $236,882 as of December 31, 2001, respectively.

During the years ended December 31, 2001 and 2000, seven vendors provided
purchases individually of 10% or more of the total product and material
purchases as follows: Vendor A accounted for 23% and 17%, respectively, Vendor B
accounted for 11% and 28%, respectively, Vendor C accounted for 21% and -0-%,
respectively, Vendor D accounted for 14% and -0-%, respectively, Vendor E
accounted for 12% and -0-%, respectively, Vendor F accounted for -0-% and 13%,
respectively, and

Vendor G accounted for -0-% and 12%, respectively. Accounts payable relating to
Vendor A, Vendor B, Vendor C, Vendor D, Vendor E, Vendor F, and Vendor G were
$-0-, $119,746, $184,028, $120,219, $102,477, $-0-, and $39,327, respectively,
as of December 31, 2001.

Royalty Agreements

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

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash represents cash that, under the terms of our Accounts Receivable
Financing Agreement, has been set aside for the repurchase of invoices assigned
to our lender.

Inventory

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

Software Development Costs

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, 2001, the Company believes its
process for developing software was essentially


                                       27
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

completed concurrent with the establishment of technological feasibility, and
accordingly, no software development costs have been capitalized to date. For
2001, research and development costs incurred and charged to expense were
$17,946.

Property and Equipment

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

Accounting for Long-Lived Assets

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

Intangible Assets

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

Revenue Recognition

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

Product returns from distributors and Christian bookstores are allowed primarily
in exchange for new products or for credit towards purchases as part of a
stock-balancing program. These returns are subject to certain limitations that
may exist in the contract. Under certain circumstances, such as termination or
when a product is defective, distributors and bookstores could receive a cash
refund if returns exceed amounts owed. Returns from sales made directly to the
consumer are accepted within 30 days of purchase and are issued a cash refund.

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


                                       28
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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

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

Advertising

Advertising costs, including direct response advertising costs, are charged to
operations as incurred. The Company has determined that direct response
advertising costs are insignificant. Total advertising costs for the years ended
December 2001 and 2000 were approximately, $615,000, and $824,000, 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.



                                       29
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Comprehensive Income (Loss)

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

Transfer of Financial Assets

The Company has adopted SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. SFAS No. 140 provides
accounting and reporting standards for transfers and servicing of financial
assets and extinguishments of liabilities and provides consistent standards for
distinguishing transfers of financial assets that are sales from transfers that
are secured borrowings. SFAS No. 140 is effective for recognition and
reclassification of collateral for fiscal years ending after December 15, 2000,
and is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after March 31, 2001. The Company
believes that the adoption of this standard will not have a material effect on
the Company's results of operations or financial position.

Fair Value of Financial Instruments

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

NOTE 2 - ACCOUNTS RECEIVABLE

At December 31, 2001, accounts receivable consisted of the following (see Note 1
- Concentrations):

         Trade receivables                                      $469,170
         Less:  Allowance for doubtful accounts                    9,000
                                                          ---------------
                                                                $460,170
                                                          ===============

During the year ended December 31, 2001, we transferred accounts receivable
totaling $391,312 to a lender for cash proceeds of $236,466. The transfer
agreement includes a repurchase requirement and, accordingly, the proceeds were
accounted for as a secured borrowing. At December 31, 2001, the balance of
receivables transferred and included in trade receivables was $46,235. The
remaining secured borrowing balance of $28,214 is included in Accrued expenses.

NOTE 3 - INVENTORIES

At December 31, 2001, inventories consisted of the following:

         Finished goods                                               $555,246
         Raw materials                                                  91,000
                                                                 --------------
                                                                      $646,246
                                                                 ==============

                                       30
<PAGE>


NOTE 4 - PROPERTY AND EQUIPMENT

At December 31, 2001, property and equipment consisted of the following:

         Office furniture and fixtures                       $35,858
         Office equipment                                     20,428
         Warehouse equipment                                  28,923
         Computer software                                    16,731
         Computer equipment                                   54,213
                                                       --------------
                                                             156,153
         Less:  Accumulated depreciation                      63,968
                                                       --------------
                                                            $ 92,185
                                                       ==============

NOTE 5 - SOFTWARE LICENSE AGREEMENT

As indicated in Note 1, in June 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 Note
14). The license is amortized over the term using the straight-line method.

NOTE 6 - NOTES PAYABLE

At December 31, 2001, notes payable consisted of the following:
<TABLE>
<S>                                                                                              <C>
         Demand note payable to a corporation, with interest at 9%.  Unsecured.                             $650,000

         Demand note payable to a corporation, with interest at 15%.  Secured by accounts
         receivable and convertible, at the option of the holder, into 50,000 common shares.                  33,000

         Demand note payable to a corporation, with interest at 15%.  Secured by accounts
         receivable and convertible, at the option of the holder, into 50,000 common shares.                  33,000

         Demand note payable to a corporation, 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>


                                       31
<PAGE>


NOTE 7 - INCOME TAXES

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

                                                 2001                2000
                                             --------------      --------------
         Current:
              Federal                                $ ---            $(3,272)
              State                                    ---               (341)
                                             --------------      --------------
                                                       ---             (3,613)
                                             --------------      --------------
         Deferred:
              Federal                            1,744,841         (1,244,013)
              State                                403,761           (313,377)
                                             --------------      --------------
                                                 2,148,602         (1,557,390)
                                             --------------      --------------
         Total tax provision (benefit)          $2,148,602        $(1,561,003)
                                             ==============      ==============

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company's total
deferred tax liabilities, deferred tax assets, and deferred tax asset valuation
allowances at December 31, 2001 are as follows:
<TABLE>
<S>                                                                             <C>
         Current Deferred Tax Assets:
              Net operating loss carryforward
                   Federal                                                            $170,000
                   State                                                                40,000
              Reserve for sales returns
                   Federal                                                              76,591
                   State                                                                18,021
              Reserve for technical support costs
                   Federal                                                              58,625
                   State                                                                13,794
              Reserve for rebates payable
                   Federal                                                               8,636
                   State                                                                 2.032
              Accrued compensation costs
                   Federal                                                              36,565
                   State                                                                 8,604
              Reserve for bad debts
                   Federal                                                               3,060
                   State                                                                   720
                                                                                 --------------
                                                                                       436,648
              Less valuation allowance for deferred tax assets                         436,648
                                                                                 --------------
         Net Current Deferred Tax Assets                                                   ---
                                                                                 --------------

                                       32
<PAGE>

         Non-Current Deferred Tax Assets:
              Net operating loss carryforward
                   Federal                                                          $3,151,933
                   State                                                               727,109
              State deferred tax liabilities
                   Federal                                                              74,285
                                                                                 --------------
                                                                                     3,953,327
              Less valuation allowance for deferred tax assets                       3,953,327
                                                                                 --------------
         Net Non-Current Deferred Tax Assets                                               ---
                                                                                 --------------


         Non-Current Deferred Tax Liabilities:
              Software license fees
                   Federal                                                           (922,936)
                   State                                                             (217,162)
              Property and equipment, net
                   Federal                                                             (5,622)
                   State                                                               (1,323)
                                                                                 --------------
         Net Non-Current Deferred Tax Liability                                    (1,147,043)
                                                                                 --------------

         Net Deferred Tax Asset (Liability)                                       $(1,147,043)
                                                                                 ==============

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

         Non-current deferred tax liability                                       $(1,147,043)
                                                                                 ==============
</TABLE>

The valuation allowance for deferred tax assets was increased by $4,373,115
during the year ended December 31, 2001.

At December 31, 2001, the Company has available net operating loss carryforwards
of approximately $9,767,000 for federal income tax purposes that expire in 2021.
The federal carryforwards resulted from losses generated in 1996 through 2001.
The tax benefit of net operating loss carryforwards available for state income
tax purposes was approximately $9,586,000 as of December 31, 2001.

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

         Benefit at Federal statutory rate - 34%          $(1,856,478)
         State tax effects                                     403,761
         Nondeductible expenses                                    868
         Taxable temporary differences                         169,465
         Deductible temporary differences                           80
         Deferred tax asset valuation allowance              3,430,906
                                                         --------------
              Income tax provision                          $2,148,602
                                                         ==============


NOTE 8 - 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).


                                       33
<PAGE>

NOTE 8 - STOCKHOLDERS' EQUITY, continued

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. See Note 17
below.

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

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

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

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

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

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


                                       34
<PAGE>

NOTE 8 - STOCKHOLDERS' EQUITY, continued

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

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

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

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

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

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

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

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

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

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, 2001, no dividends have been declared.

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


                                       35
<PAGE>


NOTE 8 - STOCKHOLDERS' EQUITY, continued

Conversion
Each share of Convertible Preferred Stock shall be convertible at the option of
the holder thereof, at any time prior to the close of business on the date fixed
by the Corporation for redemption 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, 2001, 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 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.


                                       36
<PAGE>


NOTE 8 - STOCKHOLDERS' EQUITY, continued

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.

On February 19, 2001, in compromise and settlement of a consulting agreement,
FindEx issued warrants to purchase 100,000 common shares exercisable at $.50 per
share. The warrants are currently exercisable and expire in February 2008. The
fair value of the warrants is estimated on the date of grant using the
Black-Scholes option-pricing model with the same assumptions indicated in Note 7
below. In association with the warrants, the Company recognized $39,501 of
consulting expense. These warrants were repriced on October 5, 2001.

On March 7, 2001, pursuant to an agreement with a law firm to provide corporate
legal services, FindEx issued warrants to purchase 100,000 common shares
exercisable at $.01 per share. The warrants are currently exercisable and expire
in March 2006. The fair value of the warrants is estimated on the date of grant
using the Black-Scholes option-pricing model with the same assumptions indicated
in Note 11 below. In association with the warrants, the Company recognized
$36,859 of legal expense.

On March 26, 2001, pursuant to an investment agreement with an institutional
private equity investor, FindEx issued a warrant to purchase 510,000 common
shares exercisable at $.23 per share. The warrant is currently exercisable for
300,000 shares with the balance vesting upon satisfaction of certain conditions
and will expire in March 2007. The fair value of the warrant is estimated on the
date of grant using the Black-Scholes option-pricing model with the same
assumptions indicated in Note 11 below. In association with the warrant, the
Company recognized $181,392 of professional fees.

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

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


                                       37
<PAGE>

NOTE 9 - PRIOR PERIOD ADJUSTMENT

During the year ended December 31, 2001, the Company adjusted retained earnings
to reflect the results of settlement negotiations with TLC. The adjustment
relates to revenue previously recognized on inventory retained by TLC as part of
the amended Asset Purchase Agreement, dated June 30, 1999. The adjustment
decreased accounts receivable by $428,875, decreased accrued royalties by
$25,954, decreased net deferred income tax assets by $168,000, and decreased the
accumulated deficit by $234,921.

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, 2000                    Income (Loss)           Shares            Per-share
                                                                  (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         $(0.24)
                                                                                                          ============
         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         $(0.24)
                                                                ================    ==================    ============

         For the Year Ended December 31, 2001                    Income (Loss)           Shares            Per-share
                                                                  (Numerator)         (Denominator)         Amount
         -----------------------------------------------        ----------------    ------------------    ------------
         Net Loss                                                  $(7,600,353)
         Less preferred stock dividends                                 (4,200)
                                                                ----------------
         Loss available to common
            stockholders-basic earnings per share                   (7,604,553)            10,744,519         $(0.71)
                                                                                                          ============
         Effect of Dilutive Securities
            Options                                                   --                   --
            Convertible notes payable                                 --                   --
            Convertible Preferred Series A                            --                   --
            Convertible Preferred Series B                            --                   --
            Warrants                                                  --                   --
                                                                ----------------    ------------------
         Loss available to common
            stockholders-diluted earnings per share                $(7,604,553)            10,744,519         $(0.71)
                                                                ================    ==================    ============
</TABLE>


                                       38
<PAGE>


NOTE 10 - EARNINGS PER COMMON SHARE, continued

A total of 1,353,016 and 400,633 potentially dilutive securities for the years
ended December 31, 2001 and 2000, 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, 2001, 6,181,148 shares were available for future issuance
under the Plan.

Effective March 5, 2001, the Company decreased the exercise price of all
outstanding employee options. The value of the original stock option at the
modification date was based on the shorter of (1) its remaining original
expected life or (2) the expected life of the new option. The fair value of the
modified option at the grant date was compared with the value at the date the
old option was repurchased (immediately before its terms were modified). The
excess of the modified option over the old option repurchased is included in
operating expenses.

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                      $(7,600,353)
            Proforma                         $(7,823,853)

         Basic loss per share:
         ----------------------------------
            As reported                           $(0.71)
            Proforma                              $(0.73)

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%

                                      39
<PAGE>


NOTE 11 - STOCK-BASED COMPENSATION, continued

Activity under the Company's stock option plan is summarized as follows:
<TABLE>
<CAPTION>
                                                                                            Outstanding Options
                                                                                      --------------------------------
                                                                       Shares            Number of        Weighted-Average
                                                                      Available                            Exercise
                                                                      for Grant           Shares             Price
                                                                    --------------    ----------------    ------------
<S>                                                                <C>               <C>                <C>
         Balance at December 31, 2000                                   7,638,800           1,361,200           $3.18
             Granted                                                  (2,207,000)           2,207,000           $ .13
             Exercised                                                   --                 --                --
              Forfeited (canceled unvested options only)                 --                 (429,349)           $3.33
             Canceled                                                     749,348           (749,348)           $4.54
                                                                    --------------    ----------------
         Balance at December 31, 2001                                   6,181,148           2,818,852           $ .42
                                                                    ==============    ================

The following table summarizes information about stock options
outstanding at December 31, 2001.

                                   Outstanding Options                                      Exercisable   Options
         -------------------------------------------------------------------------    --------------------------------
             Range of            Outstanding       Weighted-Average Weighted-Average  Exercisable at      Weighted-Average
                                    Remaining
                                 at December       Contractual        Exercise         December 31,        Exercise
          Exercise Prices         31, 2001         Life (Years)         Price              2001              Price
         ------------------    ----------------    -------------    --------------    ----------------    ------------
         $0.00 to $1.10              2,818,852         9.1             $.4172               1,668,111       $.5752
</TABLE>


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, 2001 and 2000 amounted to $144,240 and $170,597,
respectively.

At December 31, 2001, the future minimum rental payments required under these
leases are as follows:

         2002                      $73,311
                               ============

NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION

The Company incurred the following non-cash investing and financing activities
during the years ended December 31, 2001 and 2000, respectively:

                                                          2001           2000
                                                        ---------  ------------
     Common stock  and warrants issued for services     $388,357    $3,422,270
     Common stock dividend                                 4,200        54,874
     ConVersion of preferred stock to common stock            32           200
     Common stock issued to acquire Reagan Holdings,
          Inc., a Delaware corporation                     --              150


                                       40
<PAGE>

NOTE 14 - COMMITMENTS AND CONTINGENCIES

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

On November 14, 2001, The Zondervan Corporation elected to enforce a court order
and served notice that we cease selling, marketing and manufacturing all
products containing their copyrighted material. We are abiding by the court
order and are no longer shipping products containing Zondervan's copyrighted
material. We are continuing negotiations with Zondervan to reach a settlement
that will allow us to resume shipment of those products. Company management
believes the amount of any potential loss cannot be reasonably estimated.

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

NOTE 15 - RISKS AND UNCERTAINTIES

The Company's future operating results may be affected by a number of factors.
The Company is dependent upon a number of major inventory and intellectual
property suppliers. If a critical supplier had operational problems or ceased
making material available to the Company, operations could be adversely
affected. The Company is also dependent upon a few major customers. If any of
these customers experienced operational problems or ceased placing orders with
the Company, operations could also be adversely affected.

NOTE 16 - GOING CONCERN

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

NOTE 17 - SUBSEQUENT EVENTS

On January 15, 2002, the Company refinanced trade accounts payable with a vendor
by signing an unsecured term note payable in monthly installments of $5,285,
including interest at 8%. The note matures in September 2004. The balance
payable after December 31, 2002 has been reclassified as a long-term liability.

On March 7, 2002, pursuant to a settlement agreement, the Company issued an
additional six common shares for each common share originally issued under the
stock subscription agreement dated April 28, 2000. A total of 2,175,000 common
shares were issued under this settlement agreement.


                                       41
<PAGE>


NOTE 17 - SUBSEQUENT EVENTS, continued

On April 1, 2002, the Board of Directors voted to issue a total of 5,891,760
common shares to employees and directors as additional compensation pursuant to
an incentive and retention bonus program.

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 2002 are as
follows:

Name                             Age      Position

Steven Malone                    35       Director, Chairman of the Board
                                          and President

Henry M. Washington, Ph.D.       58       Director

John A. Kuehne                   44       Director

Kirk R. Rowland, CPA             42       Director and Chief Financial Officer

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

Henry M. Washington, Ph.D. - Dr. Washington has been Managing Director of Rilas
& Rogers, LLC, an international consulting firm located in Detroit, since 1994.
Rilas & Rogers has 23 consultants specializing in labor relations, human
resources, community and government relations services for major manufacturing
and utility firms. Dr. Washington held short-term assignments with the U.S.
Department of Commerce, where he was Executive Director of the Department's
Minority Business Opportunity Committee (MBOC). He serves on several discussion
groups including the World Bank, USAID, and the International Monetary Fund.

John A. Kuehne - Mr. Kuehne is 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.


                                       42
<PAGE>


Kirk R. Rowland, CPA - Mr. Rowland has been the Vice President of Finance since
March 2001 and director since March 2002. Between December 1999 and March 2001,
Mr. Rowland was Director of Finance. Mr. Rowland has over seventeen years of
experience in public accounting working in a multitude of industries, including
insurance, manufacturing, and agriculture. Most recently, he was a partner in a
local Nebraska accounting firm. Mr. Rowland was formerly with KMG Main Hurdman
(now KPMG Peat Marwick), an international accounting firm.


Compliance with Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
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 2001.

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

Steven Malone,                             2001          $150,000            -0-                 -0-            300,000
President and Chief Executive              2000          $125,000            $12,500             -0-            100,000
Officer                                    1999          $ 90,000            $20,000             -0-             25,000

Joseph V. Szczepaniak                      2001           $54,036            -0-                 -0-              -0-
Former Chairman &                          2000          $200,000            -0-                 -0-              -0-
Chief Executive Officer                    1999          $200,000            -0-                 -0-            300,000

</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 $150,000 and an annual bonus at the discretion of the Board. In the
event Mr. Malone, is terminated by the Company, other than for cause, the
Company is required to pay him his then base salary until the later of (i) the
expiration of the employment agreement or (ii) one year. Mr. Malone has agreed
to refrain from competing with us for a period of one year following the
termination of his employment.


                                       43
<PAGE>


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 August 21, 2001, the Company granted each of its directors stock
options to purchase up to 175,000 shares of common stock at a price per share of
$.11. These options are fully vested and have a term of ten years.



Information Concerning Stock Options

The following table provides information about the stock options granted to the
named executive officer during the fiscal year ended December 31, 2001. We
granted a total of 300,000 options during the fiscal year ended December 31,
2001.

                       Options Granted in Fiscal Year 2001

                                           % 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      300,000       7-18-01        14%      $ .11      7-18-11

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, 2001 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 2001.


                       2001 Fiscal Year End Option Values

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

Joseph V. Szczepaniak         -0-                              -0-

Steven Malone               425,000                            -0-

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

The following table sets forth, as of March 7, 2002, 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               1,725,000 (1)                      8.9%


                                       44
<PAGE>



Henry M. Washington         1,350,000 (2)                      7.0%
John A. Kuehne              1,350,000 (2)                      7.0%
Kirk R. Rowland, CPA        1,385,000 (3)                      7.2%
Officers and Directors
as a group (4 persons)      5,810,000                        30.1%
-----------

(1)  Consists of stock options to acquire up to 425,000 shares of common stock,
     131,248 of which are presently exercisable and 1,300,000 shares issued on
     April 1, 2002.

(2)  Consists of stock options to acquire up to 350,000 shares of common stock,
     all of which are presently exercisable and 1,000,000 shares issued on April
     1, 2002.

(3)  Consists of stock options to acquire up to 225,000 shares of common stock,
     41,666 of which are presently exercisable and 1,160,000 shares issued on
     April 1, 2002.

Item 12.          Certain Relationships and Related Transactions.

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

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

(a)      Exhibits:

Exhibit
No.      Description of Exhibit

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

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

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

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

     (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.


                                       45
<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, 2002


         Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<TABLE>
<S>                             <C>                                               <C>
Signature                                   Title                                        Date

/s/_Steven Malone                Chairman of the Board, President and Chief          April 12, 2002
--------------------
   Steven Malone                 Executive Officer (principal executive officer)

/s/ John Kuehne                  Chairman of the Audit Committee                     April 12, 2002
---------------
    John A. Kuehne

/s/ Henry M. Washington          Director                                            April 12, 2002
-----------------------
    Henry M. Washington

/s/                              Chief Financial Officer                             April 12, 2002
--------------------
Kirk R. Rowland                  (principal financial and accounting officer)
</TABLE>



                                       46
<PAGE>