**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**


**Amendment
      No. 1**





(Mark
      One)





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





For
      the
      fiscal year ended December 31, 2002.





**[_]**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from ________ to _________.





Commission
      File Number: 0-29963





**FINDEX.COM,
      INC.**


(Name
      of
      Small Business Issuer in its Charter)





Nevada
              88-0379462(State
                  or other Jurisdiction of
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              Identification
                  No.)
  11204
                  Davenport Street, Suite 100, Omaha, Nebraska
              68154(Address
                  of Principal Executive Offices)
              (Zip
                  Code)





(402)
      333-1900


(Issuer’s
      Telephone Number, Including Area Code)





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





None





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





Common
      Stock, $.001 par value


(Title
      of
      Class)





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





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





Revenues
      for the fiscal year ended December 31, 2002 totaled $3,908,694.





As
      of
      September 27, 2005, the aggregate market value of the voting and non-voting
      common equity held by non-affiliates computed by reference to the average of
      the
      closing bid and asked prices on such date was approximately
      $2,542,000.





At
      September 28, 2005, the registrant had outstanding 48,619,855 shares of common
      stock, of which there is only a single class.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.





Transitional
      Small Business Disclosure Format (check one):





Yes
      __ No X


































**Explanatory
      Note**




We
      are
      filing this Amendment Number 1 to our Annual Report on Form 10-KSB for the
      year
      ended December 31, 2002 to restate our financial statements for the year ended
      December 31, 2002 to correct certain errors identified during a regulatory
      review of our financial statements associated with a certain registration
      statement filed with the SEC on November 22, 2004 on Form SB-2 and which is
      pending effectiveness as of the date of this filing of Amendment Number 1 to
      Form 10-KSB for the year ended December 31, 2002. There was no net effect on
      either cash provided by operating activities or cash used by investing and
      financing activities for the year ended December 31, 2002 as a result of
      corrections to the financial statements for the period covered by the report.


We
        entered into a license agreement in June 1999 with Parsons Technology, Inc.
        to
        manufacture, distribute and sell a variety of software titles, including
        those
        generated from sales of QuickVerse ® and
        Membership Plus ® ,
        by far
        our two largest selling software titles. During
        the three month period ended June 30, 2002, we offset the remaining unpaid
        installment under the 1999 license ($1,051,785) against the carrying amount
        of
        such license in accordance with the terms of a then tentative settlement
        agreement with The Learning Company (“TLC”), the licensor-assignee at the time.
        Although paragraph 6 of Statement of Financial Accounting Standards (“SFAS”) No.
        141, *Business
        Combinations* ,
        which
        guides the recognition and measurement of intangible assets, provides that
        the
        measurement of assets in which the consideration given is cash are measured
        by
        the amount of cash paid, our management has since concluded that too much
        time
        had passed between the date of the agreement (June 1999) and the date of
        the
        tentative settlement (May 2002) for such an offset to be appropriate. Therefore,
        we have recognized the extinguishment of the liability owed to TLC as income
        in
        the statement of operations for the period covered by this report. We have
        restated our consolidated balance sheet as of December 31, 2002 and our
        consolidated statements of operations, consolidated statements of stockholders’
        equity, and consolidated statements of cash flows for the year then
        ended.
 
 Also
        during the three month period ended June 30, 2002, we had extended the estimated
        life of the 1999 license from 10 years to 50 years in accordance with the
        terms
        of the tentative settlement agreement with TLC. Although the 1999 license,
        as
        amended, provides for our unlimited and exclusive use of the trademarks related
        to the licensed products, and our management has assessed the useful life
        of the
        1999 license as indefinite (though limited under the applicable contractual
        provisions to 50 years) based on the estimated future direct or indirect
        cash
        flows from the license, as provided by paragraphs 53 and 11 of SFAS No. 142, *Goodwill
        and Other Intangible Assets* ,
        our
        management has since concluded that a 10 year life is appropriate based,
        among
        other reasons, on the going concern qualification contained in the audit
        report
        for the period covered by this report. We have restated our consolidated
        balance
        sheet as of December 31, 2002 and our consolidated statements of operations,
        consolidated statements of stockholders’ equity, and consolidated statements of
        cash flows for the year then ended.
 
 Finally,
        we had previously, and erroneously, included rebates in sales and marketing
        expenses. The more appropriate presentation should have been, and is now,
        as a
        reduction to revenue, as provided by the Financial Accounting Standard Board’s
        (“FASB’s”) Emerging Issues Task Force (“EITF”) Issue No. 01-09, *Accounting
        for Consideration Given by a Vendor to a Customer (Including a Reseller of
        the
        Vendor’s Products)* .
        As
        provided by paragraph 12 of EITF Issue No. 01-09, the comparative period
        presented for the year ended December 31, 2001 has been reclassified to conform
        with the 2002 presentation.
 
 A
        discussion of the restatement is included in Note 18 to the financial statements
        included within this amendment. Changes have also been made to the following
        items in this amendment as a result of the restatement:
 
 Part
        II  Item
        6Management’s
        Discussion and Analysis of Financial Condition or Plan of
        Operations
 Item
        7Financial
        Statements
 
 This
        Amendment Number 1 to Form 10-KSB for the year ended December 31, 2002 does
        not
        otherwise change or update the disclosures set forth in the Form 10-KSB for
        the
        year then ended as originally filed and does not otherwise reflect events
        occurring after the filing of the Form 10-KSB. For a description of our business
        and the risks related to our business, please see our Annual Report on Form
        10-KSB/A for the year ended December 31, 2004.


-i-


**PART
      II**




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      OR PLAN OF OPERATIONS.**




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/A.





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





**GENERAL**





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





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





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





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





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





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





-1-




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





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





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





**RESULTS
      OF OPERATIONS**





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





Our
      net
      income increased approximately $8,700,000 from a net loss of approximately
      $7,600,000 for the twelve months ended December 31, 2001 to a net income of
      approximately $1,100,000 for the twelve months ended December 31, 2002. By
      excluding our interest, taxes, depreciation, and amortization from net income,
      our EBITDA increased approximately $6,300,000 from an EBITDA loss of
      approximately $4,800,000 for the twelve months ended December 31, 2001 to EBITDA
      earnings of approximately $1,500,000 for the twelve months ended December 31,
      2002. These net income and EBITDA results include several non-cash expenses.
      For
      the year ended December 31, 2002, we recognized expenses of approximately
      $146,000 relating to 5,827,280 common shares issued to employees and directors
      as a bonus for past service and continued loyalty, $10,250 relating to 205,000
      common shares issued to an individual for investor relations services, $4,118
      relating to 137,250 common shares issued to Ronald Ardt in settlement under
      the
      stock subscription agreement dated April 28, 2000, and $8,896 relating to
      296,308 common shares issued to Ardt Investment Management, Inc. in compromise
      and settlement of an agreement dated April 28, 2000 for consulting and business
      valuation services. In addition, we reduced our reserve for sales returns to
      approximately 9% of gross sales to reflect lower actual returns resulting from
      our focus on sales directly to the consumer and reduced inventory levels in
      both
      the secular and CBA retail marketplace.





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





-2-




**Revenues**





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





Product
      return reserves are based upon a percentage of total retail and direct sales
      for
      the period and may increase or decrease as actual returns are processed. Product
      returns or price protection concessions that exceed our reserves could
      materially adversely affect our business and operating results and could
      increase the magnitude of quarterly fluctuations in our operating and financial
      results. See “Risk Factors - Product returns that exceed our anticipated
      reserves could result in worse than expected operating results.” Product returns
      from distributors and Christian bookstores are allowed primarily in exchange
      for
      new products or for credit towards purchases as part of a stock-balancing
      program. These returns are subject to certain limitations that may exist in
      the
      contract that we have with them. Under certain circumstances, such as
      termination or when a product is defective, distributors and bookstores could
      receive a cash refund if returns exceed amounts owed. Returns from sales made
      directly to the consumer are accepted within 30 days of purchase and are issued
      a cash refund.





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





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





Gross
      revenues increased $844,000 from $3,468,000 for the year ended December 31,
      2001
      to $4,312,000 for the year ended December 31, 2002. Sales returns and allowances
      decreased $231,000 from $607,000 for the year ended December 31, 2001 to
      $376,000 for the year ended December 31, 2002 and decreased as a percentage
      of
      gross sales from approximately 26% for the year ended December 31, 2001 to
      approximately 9% for the year ended December 31, 2002. In May 2002, we released
      Membership Plus version 7.0, in October 2002, we released Fund Accounting Plus,
      and in December 2002, we released QuickVerse PDA for Palm OS hand-held
      devices.





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





-3-




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





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





**Cost
      of Sales**





Cost
      of
      sales consists primarily of royalties to third party providers of intellectual
      property and the direct costs and manufacturing overhead required to reproduce,
      package, fulfill and ship the software products. Direct costs and manufacturing
      overhead also include the amortized software development costs. The direct
      costs
      and manufacturing overhead decreased from 25.6% of gross revenues in 2001 to
      15.6% of gross revenues in 2002. This decrease resulted directly from the sharp
      decrease in sales of boxed, retail products. Sales direct to the consumer do
      not
      require the cost of a retail box nor the additional packaging and shipping
      materials. The decrease can also be attributable to an improvement in cash
      flow
      and available working capital. Materials were purchased in larger quantities
      again resulting in lower unit costs. In addition, during 2001, some of our
      older
      inventory was sold to a software liquidator at margins much lower than normal.
      However, fulfillment costs from a third-party warehouse increased approximately
      $20,000 as we combined our corporate office and “direct” fulfillment into one
      facility tasking our “retail” fulfillment to an outside entity. The overall
      direct costs and manufacturing overhead percentage is expected to continue
      at
      the 2002 levels as working capital remains more consistent. Royalties to third
      party providers of intellectual property also decreased from 14.1% of gross
      revenues in 2001 to 3.7% of gross revenues in 2002. The decrease in royalties
      reflects our focus on selling product upgrades and non-royalty titles. Upgrade
      sales, e.g. from QuickVerse version 6 to QuickVerse version 7, are subject
      to
      royalties only on the content additions of the upgraded version. The royalty
      rate as a percentage of gross sales is expected to increase in the future as
      a
      new version of QuickVerse is released. Upgrade sales will continue to be subject
      to royalties only on content additions and sales to new users are expected
      to
      increase significantly.





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





-4-




**Sales,
      General And Administrative**





Operating
      expenses for 2002 include approximately $169,000 in non-cash expenses with
      approximately $388,000 in non-cash expenses for stock and warrants issued for
      services and approximately $2,660,000 in non-cash bad debt expense (see “RESULTS
      OF OPERATIONS” above) for 2001. Sales expenses increased approximately $125,000
      from approximately $666,000 for 2001 to approximately $791,000 for 2002.
      Included in 2002 Sales expenses, Commissions to a third-party telemarketing
      firm
      increased approximately $439,000 as we experienced twelve months of
      telemarketing activity compared with a little more than one month of
      telemarketing activity for 2001; Advertising decreased approximately $163,000
      and Marketing and Customer Service costs decreased approximately $151,000 as
      our
      sales efforts refocused towards the consumer instead of the retail
      store.





Research
      and development costs include salaries and benefits of personnel and third
      parties conducting research and development of software products. Research
      and
      development expenses increased in 2002 reflecting development of Membership
      Plus
      7.0, Fund Accounting Plus, and QuickVerse PDA with no significant development
      in
      2001. Research and development expenses are expected to increase in future
      periods as we add new products and Versions to our product mix.





Personnel
      costs decreased approximately $340,000 from 2001 to 2002 primarily from the
      capitalization of direct and indirect labor and related overhead charges as
      software development costs (see ‘Cost of Sales’ above). As previously indicated
      (see ‘Results of Operations’ above), personnel costs include approximately
      $146,000 in non-cash expenses related to 5,827,280 restricted common shares
      issued to employees and directors as an incentive and retention bonus program.
      It is anticipated that personnel costs will increase in future periods as
      operating capital is available to fund full staffing of our product development
      team and expansion of the technical support and direct marketing staff.
      Corporate services decreased approximately $69,000 from a reduction in business
      consulting and valuation services contracts. Investor Services decreased
      approximately $269,000 as we did not renew our investor services contracts.
      Legal costs decreased approximately $238,000 from a decrease in consultation
      provided regarding our disputes with TLC and Zondervan. It is anticipated that
      legal costs will be higher when the disputes with TLC and Zondervan are finally
      resolved. Rent expense decreased approximately $35,000 from the relocation
      of
      our corporate office and the consolidation of our corporate office with our
      fulfillment center. Travel costs decreased approximately $42,000 as we reduced
      our sales staff and refocused our sales efforts towards the direct
      consumer.





We
      did
      not pursue any acquisitions during 2001 or 2002 and, thus, did not incur any
      acquisition costs. We do not expect to pursue acquisitions during 2003 but
      do
      expect future acquisition costs as we pursue our business plan for growth by
      acquiring companies that are synergistic with our current product line and
      customer base.





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





**Income
      Tax Benefits**





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





We
      have
      recognized a net deferred tax asset whose realization depends on generating
      future taxable income. Because of this uncertainty, we have recorded a valuation
      allowance to offset the net deferred tax asset. The resulting deferred tax
      liability reflects income taxes payable in future periods on the net deductible
      differences related to the software license agreement. We currently have net
      operating loss carryforwards, for income tax purposes, of approximately
      $9,750,000. The carryforwards are the result of income tax losses generated
      in
      1996 ($33,000 expiring in 2011), 1997 ($77,000 expiring in 2012), 1998 ($54,000
      expiring in 2018), 2000 ($4,418,000 expiring in 2020) and 2001 ($5,168,000
      expiring in 2021). We will need to achieve a minimum annual taxable income,
      before deduction of operating loss carryforwards, of approximately $540,000
      to
      fully utilize the current loss carryforwards. We believe this is achievable
      through careful expense management and continued introduction of new products
      and enhanced Versions of our existing products.





Management
      expects the deductible temporary differences (reserves) to reverse sometime
      beyond the next fiscal year.





-5-




**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, 2002, FindEx had $770,290 in current assets, $5,233,743 in current
      liabilities and a retained deficit of $8,830,146. We had net income before
      income taxes of $845,857 for the year ended December 31, 2002. Operating
      expenses for 2002 included approximately $169,000 in non-cash expenses for
      stock
      issued for services (see “RESULTS OF OPERATIONS” above). Positive cash flow from
      operations for 2002 was approximately $542,000 compared to negative cash flow
      from operations of approximately $65,500 for 2001.





Net
      cash
      provided by operating activities was $541,517 and used by operating activities
      was $65,500, for the years ended December 31, 2002 and 2001, respectively.
      The
      increase in cash provided was primarily due to an increase in sales directly
      to
      the consumer.





Net
      cash
      used in investing activities was $414,648 and $17,415 for the years ended
      December 31, 2002 and 2001, respectively. The increase in cash used relates
      primarily to acquisition of equipment, capitalizing costs associated with
      software development and website development costs. Net cash used by financing
      activities was $95,358 and provided by financing activities was $68,287 for
      the
      years ended December 31, 2002 and 2001, respectively. For the year 2002, cash
      used by financing activities represented the net decrease in the amount owed
      under an accounts receivable factoring arrangement, payments made to Ronald
      Ardt
      for reimbursement of the original investment of Thomas Ardt and Betty Wolfe,
      and
      payments made on the note payable to Cedar Graphics, Inc.





On
      March
      19, 2001, we entered into an Accounts Receivable Financing Agreement with
      Alliance Financial Capital, Inc. (“AFC”). Pursuant to this agreement, AFC agrees
      to purchase selected accounts receivable on a discounted basis, including,
      without limitation, full power to collect, compromise, sue for, assign, or
      in
      any manner enforce collection thereof. The agreement provides for advances
      of
      60% toward the purchase of the invoices with a credit line of $250,000. The
      terms call for 40% to be held in a reserve account from the collection of each
      invoice. Invoices not paid by the customer within 90 days of shipment are
      required to be repurchased by us out of the reserve account. The agreement
      carries a 12-month term with a minimum monthly fee equal to one half of one
      percent (.5%). The term renews automatically in 12-month increments unless
      a
      written request for termination is received by AFC at least 30 days before
      the
      renewal date. During the year ended December 31, 2002, we transferred accounts
      receivable totaling $399,556 to AFC under this agreement receiving cash advances
      of $239,734. Collected funds (less the amount advanced and appropriate fees)
      were disbursed to the company throughout the year. At December 31, 2002, the
      balance of accounts transferred remaining open was $9,804 securing debt of
      $6,277.





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





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





-6-




**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
      ARE CURRENTLY INVOLVED IN A LAWSUIT THE OUTCOME OF WHICH COULD SERIOUSLY IMPAIR
      OUR ABILITY TO OPERATE AS A GOING CONCERN.***





We
      are
      currently involved in court-ordered mediation in connection with a claim by
      The
      Zondervan Corporation


for
      $1,300,000 in unpaid royalties, which amount we are disputing. Depending on
      the
      timing of, and the period over which it would be required to be paid by us,
      any
      judgment for money damages in excess of $50,000 in this proceeding would have
      a
      material adverse effect on our business, operations, financial condition and
      ability to operate as a going concern. [See Item 3. Legal Proceedings -
      Zondervan Claim]





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





On
      September 6, 2002, Swartz Private Equity, LLC provided notice to us that it
      was
      making a demand under the Equity Line Agreement for the termination fee provided
      thereunder. In accordance with Swartz’s calculations, they were owed $150,000
      payable in cash or common stock within 10 days of the termination. At the time
      of such notice, and had such amount been paid in common stock, it would have
      required 3.75 million shares. Shortly thereafter, such claim rose to over 9
      million shares. In addition, Swartz further demanded another warrant for an
      additional 219,127 shares of our common stock pursuant to the Commitment Warrant
      and the Warrant Anti-Dilution Agreement. Although certain settlement discussions
      have ensued, at this point, the prospects for settlement seem highly uncertain.
      There can be no assurance that this matter will be able to be settled on terms
      that will not have a direct or indirect material adverse effect on our liquidity
      and financial condition. Further, if litigated, there can be no assurance that
      (i) the resources devoted to defending any such claim will not have a negative
      impact on FindEx’s ability to manage other aspects of its business, and (ii) any
      outcome thereof will not have a direct or indirect material adverse effect
      on
      our liquidity and financial condition. In either case, any result which
      obligates FindEx to make any payment to Swartz in the form of common shares
      as
      opposed to cash (which FindEx may simply be unable to pay) would have a dilutive
      effect on the shareholdings of all other FindEx shareholders, which, depending
      on the value attributable to such stock in any such circumstance, could be
      potentially very significant. [See Item 3. Legal Proceedings - Swartz Private
      Equity].





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





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





***WE
      ARE DELINQUENT IN THE PAYMENT OF PAYROLL TAXES.***





We
      are
      currently delinquent in the payment of approximately $298,000 of payroll taxes,
      interest and assessed penalties. In August 2002, the Internal Revenue Service
      filed a federal tax lien in connection with this liability. On February 28,
      2003
      we entered into an installment agreement with the Internal Revenue Service
      for
      payment of this debt. In addition to the installment payments, the Internal
      Revenue Service has imposed certain conditions on us in order to continue in
      the
      agreement, one of which requires us to remain current on all future payroll
      tax
      deposits and reporting. There can be no assurances that we will be able to
      continue to meet the conditions established by the Internal Revenue Service,
      and
      any failure to do so may result in consequences to the company which could
      have
      a material adverse effect on our financial condition and results of
      operations.





-7-




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





We
      believe we will need to obtain equity financing in an amount of $2-5 million
      within fiscal year 2003 in order to continue our product development, increase
      our sales and fund our working capital requirements. Our ability to obtain
      additional equity financing will be dependent on a number of factors, certain
      of
      which are to some degree outside of our control, including for example economic
      conditions, any potential investors’ completion of due diligence, entry into
      definitive agreements with one or more interested investors, and/or the
      effectiveness of a registration statement covering shares to be issued and/or
      the resold to investors. There can be no assurance that any such financing
      can
      be obtained or, if obtained, that it will be available on terms favorable to
      us.





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





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





§
            lack
                of sufficient capital,


§
            unanticipated
                problems, delays, and expenses relating to product development and
                implementation,


§
            lack
                of intellectual property,


§
            licensing
                and marketing difficulties,


§
            competition,


§
            technological
                changes, and


§
            uncertain
                market acceptance of products and
                services.





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





Our
      success depends to a large degree upon the skills of our senior management
      team
      and key employees and upon our ability to identify, hire, and retain additional
      sales, marketing, technical, and financial personnel. The loss of any of our
      key
      executives or the failure to attract, integrate, motivate, and retain additional
      key employees could have a material adverse effect on our business. We may
      be
      unable to retain our existing key personnel or attract and retain additional
      key
      personnel. Competition for these personnel in the software and technology
      industry is intense and identifying personnel with experience in this industry
      is even more difficult. We are in a relatively new market, and there are a
      limited number of people with the appropriate combination of skills needed
      to
      provide the services that our customers require. We depend particularly upon
      the
      services of Steven Malone, our Chief Executive Officer and
      President.





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





At
      the
      time we ship our products to retailers we establish reserves, including reserves
      that estimate the potential for future product returns. Product returns or
      price
      protection concessions that exceed our reserves could increase the magnitude
      of
      quarterly fluctuations in our operating and financial results. Furthermore,
      if
      we incorrectly assess the creditworthiness of customers who receive our products
      on credit, we could be 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.





-8-




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





-9-




***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:





§
            management
                of a multi-national organization,


§
            compliance
                with local laws and regulatory requirements, as well as changes in
                those
                laws and requirements,


§
            restrictions
                on the repatriation of funds,


§
            employment
                and severance issues,


§
            overlap
                of tax issues,


§
            the
                business and financial condition of any overseas business
                partners,


§
            political
                and economic conditions abroad, and


§
            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.





-10-




**FORWARD-LOOKING
      STATEMENTS**





This
      report on Form 10-KSB/A 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/A after the date of this
      report.

































-11-





**ITEM
      7. FINANCIAL STATEMENTS.**





**INDEPENDENT
      AUDITOR’S REPORT**





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




We
      have
      audited the accompanying consolidated balance sheets of FindEx.com, Inc. as
      of
      December 31, 2002 and 2001 and the related consolidated statements of
      operations, stockholders’ equity and cash flows for the years then ended. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.


We
        conducted our audits in accordance with auditing standards generally accepted
        in
        the United States of America. Those standards require that we plan and perform
        the audits to obtain reasonable assurance about whether the consolidated
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the consolidated financial statements. An audit also includes assessing the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall consolidated financial statement presentation.
        We
        believe that our audits provide a reasonable basis for our opinion
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of FindEx.com,
        Inc. as of December 31, 2002 and 2001 and the results of its operations and
        cash
        flows for the years then ended in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 16 to
        the
        financial statements, the Company has negative working capital and total
        liabilities in excess of total assets. These factors raise substantial doubt
        about the ability to continue as a going concern. Management’s plans in regard
        to these matters are also described in Note 16. The financial statements
        do not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 As
        discussed in Note 18 to the consolidated financial statements, there were
        errors
        in reporting the Company’s settlement agreement for the software license, there
        was an error in the overstatement of trade payables and an error in reporting
        classifications in the balance sheet and statements of operations that were
        discovered by management as a result of a regulatory review. Accordingly,
        the
        consolidated financial statements have been restated to correct the
        errors.
   /s/
      Chisholm & Associates


Chisholm
        & Associates
 North
        Salt Lake, Utah
 February
        14, 2003 except for notes 3, 5, 8, 10, 11 and 18 dated September 23,
        2005













F-1




**Findex.com,
                Inc.****CONSOLIDATED
                BALANCE SHEETS****December
                31, 2002 and 2001****2002**
            
            
            2001**(Restated)**
            
            
            (Restated)**Assets**Current
                assets:Cash
                and cash equivalentsUnrestricted
                cash
            
            **$**
            **9,235**
            
            $
            (6,645
            )Restricted
                cash
            
            
            **29,416**
            
            
            13,785Total
                cash and cash equivalents
            
            
            **38,651**
            
            
            7,140Accounts
                receivable, trade (Note 2)
            
            
            **228,241**
            
            
            460,170Inventories
                (Note 3)
            
            
            **416,700**
            
            
            646,246Other
                current assets
            
            
            **86,698**
            
            
            21,468Total
                current assets
            
            
            **770,290**
            
            
            1,135,024Property
                and equipment, net (Note 4)
            
            
            **93,053**
            
            
            92,185Software
                license, net (Note 5)
            
            
            **3,272,798**
            
            
            3,776,306Software
                development costs, net
            
            
            **280,502**
            
            
            ---Other
                assets
            
            
            **28,553**
            
            
            12,558Total
                assets
            
            **$**
            **4,445,196**
            
            $
            5,016,073**Liabilities
                and stockholders’ equity**Current
                liabilities:License
                fees payable
            
            **$**
            **---**
            
            $
            1,051,785Notes
                payable (Note 6)
            
            
            **749,999**
            
            
            749,000Current
                maturities of long-term debt (Note 7)
            
            
            **56,999**
            
            
            ---Accrued
                royalties
            
            
            **2,130,613**
            
            
            2,082,694Accounts
                payable, trade
            
            
            **1,071,563**
            
            
            1,422,574Reserve
                for rebates
            
            
            **413,687**
            
            
            443,477Payroll
                taxes payable
            
            
            **340,571**
            
            
            193,049Other
                current liabilities
            
            
            **470,311**
            
            
            853,936Total
                current liabilities
            
            
            **5,233,743**
            
            
            6,796,515Long-term
                note payable (Note 7)
            
            
            **49,045**
            
            
            71,322Deferred
                income taxes, net (Note 8)
            
            
            **943,613**
            
            
            1,147,043Commitments
                and contingencies (Note 14)Stockholders’
                equity (Note 9):Preferred
                stock, $.001 par value5,000,000
                shares authorizedSeries
                A: 11,400 shares issued and outstanding
            
            
            **11**
            
            
            11Series
                B: 40,000 shares issued and outstanding
            
            
            **40**
            
            
            40Common
                stock, $.001 par value50,000,000
                shares authorized19,811,438
                and 11,231,600 shares issued and outstanding
            
            
            **19,811**
            
            
            11,231Paid-in
                capital
            
            
            **7,029,079**
            
            
            6,893,720Retained
                (deficit)
            
            
            **(8,830,146**
            **)**
            
            (9,903,809
            )Total
                stockholders’ equity
            
            
            **(1,781,205**
            **)**
            
            (2,998,807
            )Total
                liabilities and stockholders’ equity
            
            **$**
            **4,445,196**
            
            $
            5,016,073*See
                accompanying notes.*




F-2




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF OPERATIONS****Years
                Ended December 31**
            
            
            **2002**
            
            
            2001**(Restated)**
            
            
            (Restated)Revenues,
                net of reserves and allowances
            
            **$**
            **3,908,346**
            
            $
            2,575,316Cost
                of sales
            
            
            **834,472**
            
            
            1,374,789Gross
                profit
            
            
            **3,073,874**
            
            
            1,200,527Operating
                expenses:Sales
                and marketing
            
            
            **790,680**
            
            
            666,188General
                and administrative
            
            
            **1,798,015**
            
            
            2,726,448Bad
                debt expense
            
            
            **3,284**
            
            
            2,659,994Amortization
                expense
            
            
            **505,040**
            
            
            505,593Depreciation
                expense
            
            
            **38,850**
            
            
            29,156Total
                operating expenses
            
            
            **3,135,869**
            
            
            6,587,379Loss
                from operations
            
            
            **(61,995**
            **)**
            
            (5,386,852
            )Interest
                income
            
            
            **55**
            
            
            12,601Other
                income (Note 18)
            
            
            **1,067,767**
            
            
            2,389Gain
                on sale of property and equipment
            
            
            **137**
            
            
            ---Interest
                expense
            
            
            **(160,107**
            **)**
            
            (88,368
            )Income
                (loss) before income taxes
            
            
            **845,857**
            
            
            (5,460,230
            )Provision
                for income taxes (Note 8)
            
            
            **227,806**
            
            
            (2,140,123
            )Net
                income (loss)
            
            **$**
            **1,073,663**
            
            $
            (7,600,353
            )Net
                earnings (loss) per share (Note 10):Basic
            
            **$**
            **0.06**
            
            $
            (0.71
            )Diluted
            
            **$**
            **0.06**
            
            $
            (0.71
            )Weighted
                average shares outstanding (Note 10):Basic
            
            
            **17,607,104**
            
            
            10,744,519Diluted
            
            
            **19,871,789**
            
            
            10,744,519*See
                accompanying notes.*




F-3




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS’ EQUITY****Retained****Preferred
                Stock**
            **Common
                Stock**
            
            **Paid-In**
            
            
            **Earnings****Series
                A**
            
            
            **Series
                B**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **Capital**
            
            
            **(Deficit)**
            
            
            **Total**Balance,
                December 31, 2000 (Restated)
            
            $
            15
            
            $
            40
            
            
            10,509,609
            
            $
            10,509
            
            $
            6,486,881
            
            $
            (2,299,256
            )
            $
            4,198,189April
                30 Reverse merger & reorganizationConversion
                of preferred stock
            
            
            (4
            )
            
            ---
            
            
            36,000
            
            
            36
            
            
            ---
            
            
            ---
            
            
            32Preferred
                Series A common stock dividend
            
            
            ---
            
            
            ---
            
            
            5,104
            
            
            5
            
            
            4,163
            
            
            (4,200
            )
            
            (32
            )Common
                stock issued for cash
            
            
            ---
            
            
            ---
            
            
            48,387
            
            
            48
            
            
            14,952
            
            
            ---
            
            
            15,000Common
                stock issued for services
            
            
            ---
            
            
            ---
            
            
            632,500
            
            
            633
            
            
            112,808
            
            
            ---
            
            
            113,441Common
                stock warrants issued for services
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            274,916
            
            
            ---
            
            
            274,916Net
                loss December 31, 2001
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            (7,600,353
            )
            
            (7,600,353
            )Balance,
                December 31, 2001 (Restated)
            
            $
            11
            
            $
            40
            
            
            11,231,600
            
            $
            11,231
            
            $
            6,893,720
            
            $
            (9,903,809
            )
            $
            (2,998,807
            )Common
                stock settlement for prior cash received
            
            
            ---
            
            
            ---
            
            
            2,184,000
            
            
            2,184
            
            
            (2,184
            )
            
            ---
            
            
            ---Common
                stock issued for services
            
            
            ---
            
            
            ---
            
            
            6,465,838
            
            
            6,466
            
            
            162,473
            
            
            ---
            
            
            168,939Refund
                on stock subscription
            
            
            ---
            
            
            ---
            
            
            (70,000
            )
            
            (70
            )
            
            (24,930
            )
            
            ---
            
            
            (25,000
            )Net
                income, December 31, 2002 (Restated)
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            ---
            
            
            1,073,663
            
            
            1,073,663**Balance,
                December 31, 2002 (Restated)**
            
            **$**
            **11**
            
            **$**
            **40**
            
            
            **19,811,438**
            
            **$**
            **19,811**
            
            **$**
            **7,029,079**
            
            **$**
            **(8,830,146**
            **)**
            **$**
            **(1,781,205**
            **)***See
                accompanying notes.*


















F-4




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****Years
                Ended December 31**
            
            
            **2002**
            
            
            2001**(Restated)**Cash
                flows from operating activities:Cash
                received from customers
            
            **$**
            **3,989,733**
            
            $
            3,274,383Cash
                paid to suppliers and employees
            
            
            **(3,339,964**
            **)**
            
            (3,301,061
            )Interest
                paid
            
            
            **(108,355**
            **)**
            
            (21,142
            )Interest
                received
            
            
            **55**
            
            
            17,945Income
                taxes (paid) refunded
            
            
            **48**
            
            
            (35,625
            )Net
                cash provided (used) by operating activities
            
            
            **541,517**
            
            
            (65,500
            )Cash
                flows from investing activities:Acquisition
                of property and equipment
            
            
            **(43,581**
            **)**
            
            (14,215
            )Proceeds
                from sale of property and equipment
            
            
            **4,000**
            
            
            ---Website
                development costs
            
            
            **(18,978**
            **)**
            
            ---Capitalized
                software development costs
            
            
            **(357,539**
            **)**
            
            ---Deposits
                (paid) refunded
            
            
            **1,450**
            
            
            (3,200
            )Net
                cash (used) by investing activities
            
            
            **(414,648**
            **)**
            
            (17,415
            )Cash
                flows from financing activities:Proceeds
                from (payments on) line of credit, net
            
            
            **(21,934**
            **)**
            
            28,214Payments
                made on long-term notes payable
            
            
            **(48,424**
            **)**
            
            ---Proceeds
                from issuance of stock
            
            
            **---**
            
            
            15,000Refund
                on stock subscription
            
            
            **(25,000**
            **)**
            
            ---Addition
                to license agreements
            
            
            **---**
            
            
            25,073Net
                cash provided (used) by financing activities
            
            
            **(95,358**
            **)**
            
            68,287Net
                increase (decrease) in cash and cash equivalents
            
            
            **31,511**
            
            
            (14,628
            )Cash
                and cash equivalents, beginning of year
            
            
            **7,140**
            
            
            21,768Cash
                and cash equivalents, end of year
            
            **$**
            **38,651**
            
            $
            7,140Reconciliation
                of net income (loss) to cash flows from operating
                activities:Net
                income (loss)
            
            **$**
            **1,073,663**
            
            $
            (7,600,353
            )Adjustments
                to reconcile net income (loss) to net cashprovided
                (used) by operating activities:Software
                development costs amortized
            
            
            **77,037**
            
            
            ---Stock
                and warrants issued for services
            
            
            **168,939**
            
            
            388,357Provision
                for bad debts
            
            
            **3,284**
            
            
            2,659,994Depreciation
                & amortization
            
            
            **543,890**
            
            
            534,749Gain
                on sale of property and equipment
            
            
            **(137**
            **)**
            
            ---Debt
                forgiveness
            
            
            **(1,051,786**
            **)**
            
            ---Change
                in assets and liabilities:Decrease
                in accounts receivable
            
            
            **228,645**
            
            
            335,819(Increase)
                decrease in inventories
            
            
            **229,546**
            
            
            (28,344
            )(Increase)
                in refundable income taxes
            
            
            **(46,577**
            **)**
            
            (1,548
            )(Increase)
                decrease in prepaid expenses
            
            
            **(21,925**
            **)**
            
            18,199Decrease
                in note receivable
            
            
            **---**
            
            
            240,000Increase
                in accrued royalties
            
            
            **47,919**
            
            
            483,221Increase
                (decrease) in accounts payable
            
            
            **(267,864**
            **)**
            
            404,554Increase
                (decrease) in income taxes payable
            
            
            **3,272**
            
            
            (42,556
            )Increase
                (decrease) in deferred taxes
            
            
            **(203,430**
            **)**
            
            2,148,602Increase
                (decrease) in other liabilities
            
            
            **(242,959**
            **)**
            
            393,806Net
                cash provided (used) by operating activities
            
            **$**
            **541,517**
            
            $
            (65,500
            )*See
                accompanying notes.*




F-5





**FindEx.com,
      Inc.**


**Notes
      to Consolidated Financial Statements**


**December
      31, 2002 and 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
      July 1999, the company completed an exclusive license agreement with Parsons
      Technology, Inc. (“Parsons”), a subsidiary of TLC, formerly Mattel Corporation,
      for the Parsons Church Division of Mattel. In so doing, FindEx obtained the
      exclusive right to market, sell and continue to develop several Bible study
      software products. The company develops and publishes church and Bible study
      software products designed to simplify biblical research and streamline church
      office tasks.





**ACCOUNTING
      METHOD**





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





**PRINCIPLES
      OF CONSOLIDATION**





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





**USE
      OF ESTIMATES**





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





**CONCENTRATIONS**





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





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





F-6




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





**ROYALTY
      AGREEMENTS**





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





**CASH
      AND CASH EQUIVALENTS**





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





**RESTRICTED
      CASH**





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





**INVENTORY**





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





**SOFTWARE
      DEVELOPMENT COSTS**





In
      accordance with SFAS No. 86, *Accounting
      for the Costs of Computer Software to Be Sold, Leased, or Otherwise
      Marketed* ,
      software development costs are expensed as incurred until technological
      feasibility has been established, at which time such costs are capitalized
      until
      the product is available for general release to customers. Capitalized costs
      are
      then amortized on a straight-line basis over the estimated product life, or
      on
      the ratio of current revenues to total projected product revenues, whichever
      is
      greater. Total capitalized software development costs at December 31, 2002
      were
      $357,539, less accumulated amortization of $77,037. Research and development
      costs incurred and charged to expense were $51,668 and $-0- for the years ended
      December 31, 2002 and 2001, respectively.





**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.





F-7




**INTANGIBLE
      ASSETS (Restated)**





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





**REVENUE
      RECOGNITION**





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





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





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





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





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





**ADVERTISING**





Advertising
      costs, including direct response advertising costs, are charged to operations
      as
      incurred. The company has determined that direct response advertising costs
      are
      insignificant. Total advertising costs for the years ended December 2002 and
      2001 were approximately, $278,000 and $615,000, respectively.





**STOCK-BASED
      COMPENSATION**





As
      permitted under SFAS No. 123, *Accounting
      for Stock-based Compensation* ,
      and
      amended under SFAS No. 148, *Accounting
      for Stock-based Compensation-Transition and Disclosure* ,
      the
      company has elected to follow the intrinsic value based method of accounting
      prescribed by Accounting Principles Board Opinion (“APB”) No. 25, *Accounting
      for Stock Issued to Employees* ,
      in
      accounting for stock-based awards to employees (see Note 11) and, accordingly,
      does not recognize compensation cost.





**INCOME
      TAXES**





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





F-8




**EARNINGS
      (LOSS) PER SHARE**





The
      company follows SFAS No. 128, *Earnings
      Per Share* ,
      to
      calculate and report basic and diluted earnings per share (“EPS”). Basic EPS is
      computed by dividing income available to common shareholders by the weighted
      average number of common shares outstanding for the period. Diluted EPS is
      computed by giving effect to all dilutive potential common shares that were
      outstanding during the period. For the company, dilutive potential common shares
      consist of the incremental common shares issuable upon the exercise of stock
      options and warrants for all periods, convertible notes payable and the
      incremental common shares issuable upon the conversion of convertible preferred
      stock.





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





**COMPREHENSIVE
      INCOME (LOSS)**





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





**TRANSFER
      OF FINANCIAL ASSETS**





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





**FAIR
      VALUE OF FINANCIAL INSTRUMENTS**





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





**NOTE
      2 - ACCOUNTS RECEIVABLE, TRADE**





At
      December 31, 2002 and 2001, accounts receivable consisted of the following
      (see
      Note 1 - Concentrations):





**2002**
            
            
            2001Trade
                receivables
            
            **$**
            **236,241**
            
            $
            469,170Less:
                Allowance for doubtful accounts
            
            
            **8,000**
            
            
            9,000Accounts
                receivable, trade
            
            **$**
            **228,241**
            
            $
            460,170





During
      the year ended December 31, 2002, we transferred accounts receivable totaling
      $399,556 to a lender for cash advances of $239,734. As accounts are paid, the
      collected funds (less the amount advanced and appropriate fees) are disbursed
      to
      the company (see Note 1 - Restricted Cash). The transfer agreement includes
      a
      repurchase requirement and, accordingly, the proceeds were accounted for as
      a
      secured borrowing. At December 31, 2002, the balance of receivables transferred
      and included in trade receivables was $9,804. The remaining secured borrowing
      balance of $6,277 is included in accrued expenses.





F-9




**NOTE
      3 - INVENTORIES (Restated)**





At
      December 31, 2002 and 2001, inventories consisted of the following:





**2002**
            
            
            2001Raw
                materials
            
            **$**
            **121,000**
            
            $
            91,000Finished
                goods
            
            
            **295,700**
            
            
            555,246Inventories
            
            **$**
            **416,700**
            
            $
            646,246





**NOTE
      4 - PROPERTY AND EQUIPMENT, net**





At
      December 31, 2002 and 2001, property and equipment consisted of the
      following:





**2002**
            
            
            2001Computer
                equipment
            
            **$**
            **60,770**
            
            $
            54,213Computer
                software
            
            
            **34,628**
            
            
            16,731Office
                equipment
            
            
            **24,099**
            
            
            20,428Office
                furniture and fixtures
            
            
            **49,845**
            
            
            35,858Warehouse
                equipment
            
            
            **23,150**
            
            
            28,923**192,492**
            
            
            156,153Less:
                Accumulated depreciation
            
            
            **99,439**
            
            
            63,968Property
                and equipment, net
            
            **$**
            **93,053**
            
            $
            92,185





**NOTE
      5 - SOFTWARE LICENSE, net (Restated)**





In
      July
      1999, we completed an exclusive license agreement with Parsons for the perpetual
      and fully-paid up right and license to publish, use, distribute and sublicense
      the programs incorporating the trademarks (i.e. QuickVerse, Membership Plus)
      throughout the world and also in the licensed media, for sale, resale and/or
      license to churches or other places of worship, religious schools and companies
      or individuals for which the majority of sales revenue is derived from sales
      of
      religious, Christian or Bible products (the “Church Channel”). In addition, the
      license agreement provided us the non-exclusive, perpetual and fully-paid up
      right and license to publish, use, distribute and sublicense the programs
      incorporating the trademarks throughout the world and also in the licensed
      media, for sale, resale and/or license into all channels other than the Church
      Channel. This original license agreement carried a 10 year economic
      life.





During
      the year ended December 31, 2002 we reached tentative settlement in a dispute
      with TLC which called for the extension of the term of the license from 10
      years
      to 50 years. Management has decided to retain the 10 year economic
      life.





As
      required by SFAS No. 142, management periodically evaluates the remaining useful
      life of the license agreement and revises the amortization period if it is
      determined that the useful life is longer or shorter than originally estimated.
      Amortization expense, determined using the straight-line method, has been
      calculated using the original 10 year economic life. The software license is
      tested for impairment annually during the fourth quarter.





At
      December 31, 2002 and 2001, the software license consisted of the
      following:





**2002**
            
            
            2001Software
                license cost
            
            **$**
            **5,135,574**
            
            $
            5,135,574Less:
                Accumulated amortization
            
            
            **1,862,776**
            
            
            1,359,268Software
                license, net
            
            **$**
            **3,272,798**
            
            $
            3,776,306





Amortization
      expense related to this intangible asset was $503,508 for both years.
      Amortization expense for the next five years is expected to be $503,508 each
      year. See Note 18 - Restatement and Reclassification.





F-10




**NOTE
      6 - NOTES PAYABLE**





At
      December 31, 2002 and 2001, notes payable consisted of the
      following:





**2002**
            
            
            2001Demand
                note payable to a corporation, with interest at 9%.
                Unsecured.
            
            **$**
            **650,000**
            
            $
            650,000Note
                payable to a corporation, due May 31, 2003, with interest compounded
                monthly at 1.5%. Unsecured. Convertible at the option of the holder
                into
                666,667 and 660,000 restricted shares of common stock,
                respectively.
            
            
            **33,333**
            
            
            33,000Note
                payable to a corporation, due May 31, 2003, with interest compounded
                monthly at 1.5%. Unsecured. Convertible at the option of the holder
                into
                666,667 and 660,000 restricted shares of common
                stock, respectively.
            
            
            **33,333**
            
            
            33,000Note
                payable to a corporation, due May 31, 2003, with interest compounded
                monthly at 1.5%. Unsecured. Convertible at the option of the holder
                into
                666,667 and 660,000 restricted shares of common stock, respectively.
            
            
            **33,333**
            
            
            33,000Notes
                payable
            
            **$**
            **749,999**
            
            $
            749,000





**NOTE
      7 - LONG-TERM NOTE PAYABLE**





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





Principal
      maturities at December 31, 2002 are as follows:





2003
            
            $
            56,9992004
            
            
            49,045$
            106,044





**NOTE
      8 - INCOME TAXES (Restated)**





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





**2002**
            
            
            2001**(Restated)****Current:**Federal
            
            **$**
            **---**
            
            $
            ---State
            
            
            **(27,648**
            **)**
            
            ---**(27,648**
            **)**
            
            ---**Deferred:**Federal
            
            
            **(159,522**
            **)**
            
            1,744,841State
            
            
            **(40,636**
            **)**
            
            395,282**(200,158**
            **)**
            
            2,140,123Total
                tax provision (benefit)
            
            **$**
            **(227,806**
            **)**
            $
            2,140,123





F-11




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





**2002**
            
            
            2001**(Restated)****Current
                Deferred Tax Assets:**Net
                operating loss carryforwardFederal
            
            **$**
            **102,000**
            
            $
            170,000State
            
            
            **24,000**
            
            
            40,000Reserve
                for sales returnsFederal
            
            
            **19,630**
            
            
            76,591State
            
            
            **4,619**
            
            
            18,021Reserve
                for technical support costsFederal
            
            
            **15,251**
            
            
            58,625State
            
            
            **3,588**
            
            
            13,794Reserve
                for rebates payableFederal
            
            
            **8,398**
            
            
            8,636State
            
            
            **1,976**
            
            
            2,032Accrued
                compensation costsFederal
            
            
            **34,235**
            
            
            36,565State
            
            
            **8,055**
            
            
            8,604Reserve
                for bad debtsFederal
            
            
            **2,720**
            
            
            3,060State
            
            
            **640**
            
            
            720**225,112**
            
            
            436,648Less
                valuation allowance for deferred tax assets
            
            
            **225,112**
            
            
            436,648Net
                Current Deferred Tax Assets
            
            
            **---**
            
            
            ---





**Non-Current
                Deferred Tax Assets:**Net
                operating loss carryforwardFederal
            
            **$**
            **2,664,236**
            
            $
            3,151,933State
            
            
            **718,584**
            
            
            727,109Reorganization
                CostsFederal
            
            
            **22,100**
            
            
            ---State
            
            
            **5,200**
            
            
            ---State
                deferred tax liabilitiesFederal
            
            
            **69,618**
            
            
            74,285**3,479,738**
            
            
            3,953,327Less
                valuation allowance for deferred tax assets (Restated)
            
            
            **3,479,738**
            
            
            3,953,327Net
                Non-Current Deferred Tax Assets
            
            
            **---**
            
            
            ---**Non-Current
                Deferred Tax Liabilities:**Software
                license feesFederal
            
            
            **(761,654**
            **)**
            
            (922,936
            )State
            
            
            **(176,881**
            **)**
            
            (217,162
            )Property
                and equipment, netFederal
            
            
            **(4,111**
            **)**
            
            (5,622
            )State
            
            
            **(967**
            **)**
            
            (1,323
            )Net
                Non-Current Deferred Tax Liability
            
            
            **(943,613**
            **)**
            
            (1,147,043
            )Net
                Deferred Tax Asset (Liability)
            
            **$**
            **(943,613**
            **)**
            $
            (1,147,043
            )





F-12




Those
      amounts have been presented in the company’s financial statements as
      follows:





Non-current
                deferred tax liability (Restated)
            
            **$**
            **(943,613**
            **)**
            $
            (1,147,043
            )





The
      valuation allowance for deferred tax assets was decreased by $685,125 during
      the
      year ended December 31, 2002.





At
      December 31, 2002, the company has available net operating loss carryforwards
      of
      approximately $9,750,000 for federal income tax purposes that expire in 2021.
      The federal carryforwards resulted from losses generated in 1996 through 2001.
      The company also has net operating loss carryforwards available for state income
      tax purposes ranging from approximately $25,000 to approximately $841,000 that
      expire in 2021.





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





**2002**
            
            
            2001**(Restated)**Expense
                at Federal statutory rate - 34%
            
            **$**
            **287,591**
            
            $
            (1,856,478
            )State
                tax effects
            
            
            **(68,284**
            **)**
            
            395,282Nondeductible
                expenses
            
            
            **6,850**
            
            
            868Taxable
                temporary differences
            
            
            **251,837**
            
            
            169,465Deductible
                temporary differences
            
            
            **(20,675**
            **)**
            
            80Deferred
                tax asset valuation allowance
            
            
            **(685,125**
            **)**
            
            3,430,906Income
                tax benefit
            
            **$**
            **(227,806**
            **)**
            $
            2,140,123





**NOTE
      9 - STOCKHOLDERS’ EQUITY**





**COMMON
      STOCK**





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





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





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





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





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





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





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





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





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




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





F-13




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





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





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





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





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





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





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





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





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





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





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





**CONVERTIBLE
      PREFERRED STOCK (SERIES A)**





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





**Dividends**





Holders
      of Series A Preferred Stock (the Preferred Stock) are entitled to receive common
      stock dividends of $.50 per share per annum, in preference to any payment of
      cash dividends declared or paid on shares of common stock. Dividends on
      Preferred Stock are fully cumulative and are payable as determined by the Board
      of Directors. As of December 31, 2002, no dividends have been declared.





F-14




**Liquidation**





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





**Conversion**





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





**Redemption**





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





**Voting
      Rights**





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





**CONVERTIBLE
      PREFERRED STOCK (SERIES B)**





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





**Dividends**





The
      holders are entitled to receive cash dividends at the rate of $1.60 per annum
      per share, and not more, which shall be fully cumulative, shall accrue without
      interest from the date of first issuance and shall be payable quarterly in
      arrears on March 15, June 15, September 15, and December 15 of each year
      commencing September 15, 1999, to holders of record as they appear on the stock
      books of the corporation on such record dates, not more than 60 nor less than
      10
      days preceding the payment dates for such dividends, as are fixed by the Board
      of Directors. As of December 31, 2002, no dividends have been declared.





**Liquidation**





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





**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.





F-15




**Voting
      Rights**





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





**WARRANTS**





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





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





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





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





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





**NOTE
      10 - EARNINGS PER COMMON SHARE (Restated)**





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.





F-16




The
      following table shows the amounts used in computing EPS and the effect on income
      (loss) and the average number of shares of dilutive potential common
      stock:





**For
                the Year Ended December 31, 2002**
            
            
            Income
                (Loss) (Numerator)
            
            
            Shares
                (Denominator)
            
            
            Per-share
                AmountNet
                Income (Restated)
            
            $
            1,073,663Less
                preferred stock dividends
            
            
            ---Income
                available to common stockholders-basic earnings per share
            
            
            1,073,663
            
            
            17,607,104
            
            $
            0.06Effect
                of Dilutive SecuritiesOptions
            
            
            ---
            
            
            ---Convertible
                notes payable
            
            
            24,912
            
            
            2,000,000Convertible
                Preferred Series A
            
            
            ---
            
            
            114,000Convertible
                Preferred Series B
            
            
            ---
            
            
            40,000Warrants
            
            
            ---
            
            
            110,685Income
                available to common stockholders-diluted earnings per
                share
            
            $
            1,098,575
            
            
            19,871,789
            
            $
            0.06





**For
                the Year Ended December 31, 2001**
            
            
            Income
                (Loss) (Numerator)
            
            
            Shares
                (Denominator)
            
            
            Per-share
                AmountNet
                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 SecuritiesOptions
            
            
            ---
            
            
            ---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
            )








A
      total
      of 4,308,200 and 4,012,200 dilutive potential securities for the years ended
      December 31, 2002 and 2001, respectively, have been excluded from the
      computation of diluted earnings per share, as their inclusion would be
      anti-dilutive.





**NOTE
      11 - STOCK-BASED COMPENSATION (Restated)**





The
      Stock
      Incentive Plan (the “Plan”) authorizes the issuance of various forms of
      stock-based awards including incentive and nonqualified stock options, stock
      appreciation rights attached to stock options, and restricted stock awards
      to
      directors, officers and other key employees of the company. Stock options are
      granted at an exercise price as determined by the Board at the time the Option
      is granted and shall not be less than the par value of such shares of Common
      Stock. Stock options vest quarterly over three years and have a term of ten
      years. At December 31, 2002, 6,306,550 shares were available for future issuance
      under the Plan.





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





As
                reported
            
            
            ProformaNet
                income (Restated)
            
            $
            1,073,663
            
            $
            979,241Basic
                income per share (Restated)
            
            $
            0.06
            
            $
            0.06Diluted
                income per share (Restated)
            
            $
            0.06
            
            $
            0.05





F-17




Activity
      under the company’s stock option plan is summarized as follows:





Outstanding
                OptionsShares
                Available for Grant
            
            
            Number
                of Shares
            
            
            Weighted-Average
                Exercise PriceBalance
                at December 31, 2000
            
            
            7,638,800
            
            
            1,361,200
            
            $
            3.18Granted
            
            
            (2,207,000
            )
            
            2,207,000
            
            $
            0.13Exercised
            
            
            ---
            
            
            ---
            
            
            ---Forfeited
                (canceled unvested options only)
            
            
            ---
            
            
            (429,349
            )
            $
            3.33Canceled
            
            
            749,348
            
            
            (749,348
            )
            $
            4.54Balance
                at December 31, 2001
            
            
            6,181,148
            
            
            2,818,852
            
            $
            0.42Granted
            
            
            ---
            
            
            ---
            
            
            ---Exercised
            
            
            ---
            
            
            ---
            
            
            ---Forfeited
                (canceled unvested options only)
            
            
            ---
            
            
            (63,750
            )
            $
            0.16Canceled
            
            
            125,402
            
            
            (125,402
            )
            $
            0.39Balance
                at December 31, 2002
            
            
            6,306,550
            
            
            2,693,450
            
            $
            0.42





The
      following table summarizes information about stock options outstanding at
      December 31, 2002.





Outstanding
                Options
            Exercisable
                OptionsRange
                of Exercise Prices
            
            
            Outstanding
                at December 31, 2002
            
            
            Weighted-Average
                Remaining Contractual Life (Years)
            
            
            Weighted-Average
                Exercise Price
            
            
            Exercisable
                at December 31, 2002
            
            
            Weighted-Average
                Exercise Price$0.00
                to $1.10
            
            
            2,693,450
            
            
            8.3
            
            $
            0.4183
            
            
            2,043,533
            
            $
            0.5013





**NOTE
      12 - RENTAL AND LEASE INFORMATION**





The
      company leases office space/warehouse facilities under an operating lease with
      a
      third-party with terms extending through 2007. The company is responsible for
      all taxes, insurance and utility expenses associated with this leases. There
      is
      no lease renewal option contained in the lease. Rental expense for the years
      ended December 31, 2002 and 2001 amounted to $118,621 and $144,240,
      respectively.





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





2003
            
            $
            62,3702004
            
            
            64,1912005
            
            
            65,4912006
            
            
            65,4912007
            
            
            27,288$
            284,831





**NOTE
      13 - SUPPLEMENTAL CASH FLOW INFORMATION**





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





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





**NOTE
      14 - COMMITMENTS AND CONTINGENCIES**





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





F-18




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





**NOTE
      15 - RISKS AND UNCERTAINTIES**





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





**NOTE
      16 - GOING CONCERN**





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





**NOTE
      17 - SUBSEQUENT EVENTS**





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





On
      February 28, 2003, the Internal Revenue Service approved the company’s request
      to pay back payroll taxes in monthly installments of $10,000 through May 5,
      2003. The monthly installments increase to $45,000 beginning June 5, 2003 and
      continuing through November 5, 2003.





F-19




**NOTE
      18 - RESTATEMENT AND RECLASSIFICATION**




The
      company has restated its financial statements for the year ended December 31,
      2002 to reflect issues identified during a regulatory review of its financial
      statements associated with a certain registration statement filed with the
      SEC
      on November 22, 2004 on Form SB-2 and which is pending effectiveness as of
      the
      date of this filing of Amendment Number 1 to Form 10-KSB for the year ended
      December 31, 2002. Management and the board of directors concluded these
      restatements were necessary to reflect the changes described below. There was
      no
      net effect on cash provided by operating activities or cash used by investing
      and financing activities as a result of these errors.


During
        the three month period ended June 30, 2002, the company offset the remaining
        unpaid installment ($1,051,785) against the carrying amount of the 1999 software
        license in accordance with the terms of the tentative settlement agreement
        with
        TLC, the licensor-assignee at the time. Although paragraph 6 of SFAS No.
        141, *Business
        Combinations* ,
        which
        guides the recognition and measurement of intangible assets, provides that
        the
        measurement of assets in which the consideration given is cash are measured
        by
        the amount of cash paid, our management has since concluded that too much
        time
        had passed between the date of the agreement (June 1999) and the date of
        the
        tentative settlement (May 2002) for such an offset to be appropriate. Therefore,
        the company recognized the extinguishment of the liability owed to TLC as
        income
        in the statement of operations. The company has restated the consolidated
        balance sheet as of December 31, 2002 and the consolidated statements of
        operations, consolidated statements of stockholders’ equity, and consolidated
        statements of cash flows for the year then ended.
 
 Also
        during the three month period ended June 30, 2002, the company extended the
        estimated life of the 1999 software license from 10 years to 50 years in
        accordance with the terms of the tentative settlement agreement with TLC.
        Although the 1999 software license, as amended provides for our unlimited
        and
        exclusive use of the trademarks related to the licensed products, and our
        management has assessed the useful life of the 1999 software license as
        indefinite (though limited under the applicable contractual provisions to
        50
        years) based on the estimated future direct or indirect cash flows from the
        license, as provided by paragraphs 53 and 11 of SFAS No. 142, *Goodwill
        and Other Intangible Assets* ,
        our
        management has since concluded that a 10 year life is appropriate based,
        among
        other reasons, on the going concern qualification contained in the audit
        report
        for the period covered by this report. The company has restated the consolidated
        balance sheet as of December 31, 2002 and the consolidated statements of
        operations, consolidated statements of stockholders’ equity, and consolidated
        statements of cash flows for the year then ended.
 
 Finally,
        the company had previously and erroneously, included rebates in sales and
        marketing expenses. The more appropriate presentation should have been, and
        is
        now, as a reduction to revenue, as provided by EITF Issue No. 01-09, *Accounting
        for Consideration Given by a Vendor to a Customer (Including a Reseller of
        the
        Vendor’s Products)* .
        As
        provided by paragraph 12 of EITF Issue No. 01-09, the comparative period
        presented for the year ended December 31, 2001 has been reclassified to conform
        with the 2002 presentation.










F-20




A
      summary
      of the effects of these changes is as follows:





**Findex.com,
                Inc.****CONSOLIDATED
                BALANCE SHEETS****December
                31, 2002****As
                Previously
                Reported**
            ****
            ****
            **As
                Restated**
            ****
            ****
            **Change****Assets**Current
                assets:Cash
                and cash equivalents
            
            
            
            
            $
            38,651
            
            $
            38,651
            
            $
            ---Accounts
                receivable, trade
            
            
            
            
            
            228,241
            
            
            228,241
            
            
            ---Inventories
            
            
            
            
            
            697,202
            
            
            416,700
            
            
            (280,502
            )
            (d)Other
                current assets
            
            
            
            
            
            86,698
            
            
            86,698
            
            
            ---Total
                current assets
            
            
            
            
            
            1,050,792
            
            
            770,290
            
            
            (280,502
            )Property
                and equipment, net
            
            93,053
            
            
            93,053
            
            
            ---Software
                license, net
            
            2,557,395
            
            
            3,272,798
            
            
            715,403
            
            (a)Software
                development costs, net
            
            ---
            
            
            280,502
            
            
            280,502
            
            (d)Other
                assets
            
            28,553
            
            
            28,553
            
            
            ---Total
                assets
            
            
            
            
            $
            3,729,793
            
            $
            4,445,196
            
            $
            715,403**Liabilities
                and stockholders’ equity**Current
                liabilities:Accounts
                payable, trade
            
            
            
            
            $
            1,170,510
            
            $
            1,071,563
            
            $
            (98,947
            )
            (b)Notes
                payable
            
            
            
            
            
            749,999
            
            
            749,999
            
            
            ---Accrued
                royalties
            
            
            
            
            
            2,130,613
            
            
            2,130,613
            
            
            ---Accrued
                expenses
            
            
            
            
            
            1,224,569
            
            
            1,224,569
            
            
            ---Current
                maturities of long-term debt
            
            
            
            
            
            56,999
            
            
            56,999
            
            
            ---Total
                current liabilities
            
            
            
            
            
            5,332,690
            
            
            5,233,743
            
            
            (98,947
            )Long-term
                note payable
            
            49,045
            
            
            49,045
            
            
            ---Deferred
                income taxes, net
            
            1,084,894
            
            
            943,613
            
            
            (141,281
            )
            (c)Stockholders’
                equity:Preferred
                stock, $.001 par value
            
            
            
            
            
            51
            
            
            51
            
            
            ---Common
                stock, $.001 par value
            
            
            
            
            
            19,811
            
            
            19,811
            
            
            ---Paid-in
                capital
            
            
            
            
            
            7,029,079
            
            
            7,029,079
            
            
            ---Retained
                (deficit)
            
            
            
            
            
            (9,785,777
            )
            
            (8,830,146
            )
            
            955,631Total
                stockholders’ equity
            
            
            
            
            
            (2,736,836
            )
            
            (1,781,205
            )
            
            955,631Total
                liabilities and stockholders’ equity
            
            
            
            
            $
            3,729,793
            
            $
            4,445,196
            
            $
            715,403(a)Increased
                by $1,051,785 reclassification of forgiven final installment payment
                and
                decreased by $224,256
                additional amortization from reducing the estimated useful life from
                50
                years to 10 years.(b)Decreased
                by $98,947 from 2000 overstatement of trade payable to third-party
                rebate
                processor.(c)Decreased
                from reclassification of forgiven final installment payment and additional
                amortization
                from reducing the estimated useful life of the software
                license.(d)Reclassification
                of capitalized software development costs from inventory to an intangible
                asset.




F-21




**Findex.com,
                Inc.****CONSOLIDATED
                BALANCE SHEETS****December
                31, 2001****As
                Previously Reported**
            ****
            ****
            **As
                Restated**
            ****
            ****
            **Change****Assets**Current
                assets:Cash
                and cash equivalents
            
            
            
            
            $
            7,140
            
            $
            7,140
            
            $
            ---Accounts
                receivable, trade
            
            
            
            
            
            460,170
            
            
            460,170
            
            
            ---Inventories
            
            
            
            
            
            646,246
            
            
            646,246
            
            
            ---Other
                current assets
            
            
            
            
            
            21,468
            
            
            21,468
            
            
            ---Total
                current assets
            
            
            
            
            
            1,135,024
            
            
            1,135,024
            
            
            ---Property
                and equipment, net
            
            92,185
            
            
            92,185
            
            
            ---Software
                license, net
            
            3,776,306
            
            
            3,776,306
            
            
            ---Other
                assets
            
            12,558
            
            
            12,558
            
            
            ---Total
                assets
            
            
            
            
            $
            5,016,073
            
            $
            5,016,073
            
            $
            ---**Liabilities
                and stockholders’ equity**Current
                liabilities:License
                fees payable
            
            
            
            
            $
            1,051,785
            
            $
            1,051,785
            
            $
            ---Notes
                payable
            
            
            
            
            
            749,000
            
            
            749,000
            
            
            ---Accrued
                royalties
            
            
            
            
            
            2,082,694
            
            
            2,082,694
            
            
            ---Accounts
                payable, trade
            
            
            
            
            
            1,521,520
            
            
            1,422,574
            
            
            (98,946
            )
            (a)Reserve
                for rebates
            
            
            
            
            
            443,477
            
            
            443,477
            
            
            ---Payroll
                taxes payable
            
            
            
            
            
            193,049
            
            
            193,049
            
            
            ---Other
                current liabilities
            
            
            
            
            
            853,936
            
            
            853,936
            
            
            ---Total
                current liabilities
            
            
            
            
            
            6,895,461
            
            
            6,796,515
            
            
            (98,946
            )Long-term
                note payable
            
            71,322
            
            
            71,322
            
            
            ---Deferred
                income taxes, net
            
            1,147,043
            
            
            1,147,043
            
            
            ---Stockholders’
                equity:Preferred
                stock, $.001 par value
            
            
            
            
            
            51
            
            
            51
            
            
            ---Common
                stock, $.001 par value
            
            
            
            
            
            11,231
            
            
            11,231
            
            
            ---Paid-in
                capital
            
            
            
            
            
            6,893,720
            
            
            6,893,720
            
            
            ---Retained
                (deficit)
            
            
            
            
            
            (10,002,755
            )
            
            (9,903,809
            )
            
            98,946
            
            (a)Total
                stockholders’ equity
            
            
            
            
            
            (3,097,753
            )
            
            (2,998,807
            )
            
            98,946Total
                liabilities and stockholders’ equity
            
            
            
            
            $
            5,016,073
            
            $
            5,016,073
            
            $
            ---(a)Decreased
                by $98,946 from 2000 overstatement of trade payable to third-party
                rebate
                processor.




F-22




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF OPERATIONS****For
                the Year Ended December 31, 2002****As
                Previously Reported**
            ****
            ****
            **As
                Restated**
            ****
            ****
            **Change**Revenues,
                net of reserves and allowances
            $
            3,908,694
            
            $
            3,908,346
            
            $
            (348
            )
            (a)Cost
                of sales
            
            814,225
            
            
            834,472
            
            
            20,247
            
            (b)Gross
                profit
            
            
            
            
            
            3,094,469
            
            
            3,073,874
            
            
            (20,595
            )Operating
                expenses:Sales
                and marketing
            
            
            
            
            
            811,275
            
            
            790,680
            
            
            (20,595
            )
            (a)(b)General
                and administrative
            
            
            
            
            
            1,798,015
            
            
            1,798,015
            
            
            ---Bad
                debt expense
            
            
            
            
            
            3,284
            
            
            3,284
            
            
            ---Amortization
                expense
            
            
            
            
            
            168,658
            
            
            505,040
            
            
            336,382
            
            (c)Depreciation
                expense
            
            
            
            
            
            38,850
            
            
            38,850
            
            
            ---Total
                operating expenses
            
            
            
            
            
            2,820,082
            
            
            3,135,869
            
            
            315,787Earnings
                from operations
            
            274,387
            
            
            (61,995
            )
            
            (336,382
            )Other
                income
            
            16,172
            
            
            1,067,958
            
            
            1,051,786
            
            (d)Other
                expenses, net
            
            (160,106
            )
            
            (160,106
            )
            
            ---Income
                before income taxes
            
            
            
            
            
            130,453
            
            
            845,857
            
            
            715,404Provision
                for income taxes
            
            86,525
            
            
            227,806
            
            
            141,281
            
            (e)Net
                income
            
            
            
            
            $
            216,978
            
            $
            1,073,663
            
            $
            856,685Net
                earnings per share:Basic
            
            
            
            
            $
            0.01
            
            $
            0.06
            
            $
            0.05Diluted
            
            
            
            
            $
            0.01
            
            $
            0.06
            
            $
            0.05Weighted
                average shares outstanding (Note 14):Basic
            
            
            
            
            
            17,607,104
            
            
            17,607,104
            
            
            ---Diluted
            
            
            
            
            
            19,741,104
            
            
            19,871,789
            
            
            130,685
            
            (f)(a)Decrease
                from reclassification of rebates from sales and
                marketing.(b)Increase
                from reclassification of fulfillment expenses from sales and
                marketing.(c)Increase
                from reducing the estimated useful life of the software license from
                50
                years to 10 years.(d)Increased
                by $1,051,786 reclassification of forgiven final installment
                payment.(e)Increased
                from recalculation of deferred income taxes resulting from
                reclassification of forgiveness of final
                installment of the software license and reduction of the estimated
                useful
                life from 50 years to 10 years.(f)Increase
                from correction of calculation of dilutive
                warrants.




F-23




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF OPERATIONS****For
                the Year Ended December 31, 2001****As
                Previously Reported**
            ****
            ****
            **As
                Restated**
            ****
            ****
            **Change**Revenues,
                net of reserves and allowances
            $
            2,755,658
            
            $
            2,575,316
            
            $
            (180,342
            )
            (a)Cost
                of sales
            
            1,374,759
            
            
            1,374,789
            
            
            30
            
            (b)Gross
                profit
            
            
            
            
            
            1,380,899
            
            
            1,200,527
            
            
            (180,372
            )Operating
                expenses:Sales
                and marketing
            
            
            
            
            
            821,525
            
            
            666,188
            
            
            (155,337
            )
            (a)General
                and administrative
            
            
            
            
            
            2,751,483
            
            
            2,726,448
            
            
            (25,035
            )
            (c)Bad
                debt expense
            
            
            
            
            
            2,659,994
            
            
            2,659,994
            
            
            ---Amortization
                expense
            
            
            
            
            
            505,593
            
            
            505,593Depreciation
                expense
            
            
            
            
            
            29,156
            
            
            29,156
            
            
            ---Total
                operating expenses
            
            
            
            
            
            6,767,751
            
            
            6,587,379
            
            
            (180,372
            )Earnings
                from operations
            
            (5,386,852
            )
            
            (5,386,852
            )
            
            ---Other
                income
            
            14,990
            
            
            14,990
            
            
            ---Other
                expenses, net
            
            (88,368
            )
            
            (88,368
            )
            
            ---Income
                before income taxes
            
            
            
            
            
            (5,460,230
            )
            
            (5,460,230
            )
            
            ---Provision
                for income taxes
            
            (2,140,123
            )
            
            (2,140,123
            )
            
            ---Net
                income
            
            
            
            
            $
            (7,600,353
            )
            $
            (7,600,353
            )
            $
            ---Net
                earnings per share:Basic
            
            
            
            
            $
            (0.71
            )
            $
            (0.71
            )
            $
            ---Diluted
            
            
            
            
            $
            (0.71
            )
            $
            (0.71
            )
            $
            ---Weighted
                average shares outstanding (Note 14):Basic
            
            
            
            
            
            10,744,519
            
            
            10,744,519
            
            
            ---Diluted
            
            
            
            
            
            10,744,519
            
            
            10,744,519
            
            
            ---(a)Decrease
                from reclassification of rebates from sales and
                marketing.(b)Increase
                from reclassification of fulfillment expense from sales and
                marketing.(c)Decreaes
                from reclassification of commission expense to sales and
                marketing.




F-24




**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****For
                the Year Ended December 31, 2002****As
                Previously Reported**
            ****
            ****
            **As
                Restated**
            ****
            ****
            **Change**Cash
                flows from operating activities:Cash
                received from customers
            
            
            
            
            $
            3,969,806
            
            $
            3,989,733
            
            $
            19,927
            
            (a)Cash
                paid to suppliers and employees
            
            
            
            
            
            (3,677,576
            )
            
            (3,339,964
            )
            
            337,612
            
            (b)Interest
                paid
            
            
            
            
            
            (108,355
            )
            
            (108,355
            )
            
            ---Interest
                received
            
            
            
            
            
            55
            
            
            55
            
            
            ---Income
                taxes refunded
            
            
            
            
            
            48
            
            
            48
            
            
            ---Net
                cash provided by operating activities
            
            
            
            
            
            183,978
            
            
            541,517
            
            
            357,539Cash
                flows from investing activities:Acquisition
                of property and equipment
            
            
            
            
            
            (43,581
            )
            
            (43,581
            )
            
            ---Proceeds
                from sale of property and equipment
            
            
            
            
            
            4,000
            
            
            4,000
            
            
            ---Deposits
                refunded
            
            
            
            
            
            1,450
            
            
            1,450
            
            
            ---Capitalized
                software development costs
            
            
            
            
            
            ---
            
            
            (357,539
            )
            
            (357,539
            )
            (c)Website
                development costs
            
            
            
            
            
            (18,978
            )
            
            (18,978
            )
            
            ---Net
                cash (used) by investing activities
            
            
            
            
            
            (57,109
            )
            
            (414,648
            )
            
            (357,539
            )Cash
                flows from financing activities:Proceeds
                from (payments on) line of credit, net
            
            
            
            
            
            (21,934
            )
            
            (21,934
            )
            
            ---Payments
                made on long-term notes payable
            
            
            
            
            
            (48,424
            )
            
            (48,424
            )
            
            ---Refund
                on stock subscription
            
            
            
            
            
            (25,000
            )
            
            (25,000
            )
            
            ---Net
                cash (used) by financing activities
            
            
            
            
            
            (95,358
            )
            
            (95,358
            )
            
            ---Net
                increase in cash and cash equivalents
            
            31,511
            
            
            31,511
            
            
            ---Cash
                and cash equivalents, beginning of year
            
            7,140
            
            
            7,140
            
            
            ---Cash
                and cash equivalents, end of year
            
            
            
            
            $
            38,651
            
            $
            38,651
            
            $
            ---Reconciliation
                of net income to cash flows from operating activities:Net
                income
            
            
            
            
            $
            216,978
            
            $
            1,073,663
            
            $
            856,685Adjustments
                to reconcile net income to net cashprovided
                by operating activities:Stock
                and warrants issued for services
            
            
            
            
            
            168,939
            
            
            168,939
            
            
            ---Software
                development costs amortized
            
            
            
            
            
            ---
            
            
            77,037
            
            
            77,037
            
            (d)Depreciation
                & amortization
            
            
            
            
            
            207,508
            
            
            543,890
            
            
            336,382
            
            (e)Gain
                on disposal of property and equipment
            
            
            
            
            
            (137
            )
            
            (137
            )
            
            ---Bad
                debt expense
            
            
            
            
            
            3,284
            
            
            3,284
            
            
            ---Debt
                forgiveness
            
            
            
            
            
            ---
            
            
            (1,051,786
            )
            
            (1,051,786
            )
            (f)Change
                in assets and liabilities:Decrease
                in accounts receivable
            
            
            
            
            
            228,645
            
            
            228,645
            
            
            ---(Increase)
                in refundable income taxes
            
            
            
            
            
            (46,577
            )
            
            (46,577
            )
            
            ---(Increase)
                decrease in inventories
            
            
            
            
            
            (50,956
            )
            
            229,546
            
            
            280,502
            
            (c)Increase
                in prepaid expenses
            
            
            
            
            
            (21,925
            )
            
            (21,925
            )
            
            ---Increase
                in accrued royalties
            
            
            
            
            
            47,919
            
            
            47,919
            
            
            ---(Decrease)
                in accounts payable
            
            
            
            
            
            (267,864
            )
            
            (267,864
            )
            
            ---Increase
                in income taxes payable
            
            
            
            
            
            3,272
            
            
            3,272
            
            
            ---(Decrease)
                in deferred taxes
            
            
            
            
            
            (62,149
            )
            
            (203,430
            )
            
            (141,281
            )
            (g)(Decrease)
                in other liabilities
            
            
            
            
            
            (242,959
            )
            
            (242,959
            )
            
            ---Net
                cash provided by operating activities
            
            
            
            
            $
            183,978
            
            $
            541,517
            
            $
            357,539(a)Increase
                from reclassifying cash received from deferred revenue.(b)Increased
                by $357,539 reclassified as capitalized software development costs
                and
                decreased by $19,927
                reclassification of cash received from deferred
                revenue.(c)Reclassification
                of capitalized software development costs as an investment activity
                from
                an operating
                activity.(d)Increase
                from separating software development costs amortized.(e)Increase
                from reducing the estimated useful life of the software license from
                50
                years to 10 years.(f)Increased
                by $1,051,786 reclassification of forgiven final installment
                payment.(g)Decreased
                from reclassification of forgiven final installment payment and additional
                amortization
                from reducing the estimated useful life of the software
                license.





F-25




**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,
                  INCBy:/s/
                  Steven MaloneName:
                  Steven MaloneTitle:
                  President and Chief Executive
                  Officer
 
 Date:
        September 28, 2005
 
 Pursuant
        to the requirements of the Securities and Exchange Act of 1934, this report
        has
        been signed below by the following persons on behalf of the registrant and
        in
        the capacities and on the dates indicated.
 
 **Signature**
              **Title**
              **Date**/s/
                  Steven Malone
              Chairman
                  of the Board, President and Chief Executive Officer (principal
                  executive
                  officer)
              September
                  28, 2005Steven
                  Malone/s/
                  John Kuehne
              Chairman
                  of the Audit Committee
              September
                  28, 2005John
                  A. Kuehne/s/
                  Henry M. Washington
              Director
              September
                  28, 2005Henry
                  M. Washington/s/
                  Kirk R. Rowland
              Chief
                  Financial Officer (principal financial and accounting
                  officer)
              September
                  28, 2005Kirk
                  R. Rowland
 
 -12-