**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**


**Amendment
      Number 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, 2000.





**[_]**
            **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, 2000 totaled $7,038,451.





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, 2000 to restate our financial statements for the year then
      ended to reflect issues 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, 2000. There was no net effect on the consolidated statements of
      operations or consolidated statements of cash flows for the year ended December
      31, 2000 as a result of corrections to the financial statements for the period
      covered by the report.


During
          the year ended December 31, 2000, we discontinued the use of a third-party
          to
          process rebate claims. Rebate program details were obtained from the third-party
          processor and a liability was recorded for the unpaid rebate claims monthly,
          beginning July 1999 and continuing through October 2000. In 2004, we discovered
          that the unpaid rebate claims were duplicated between reports received
          from the
          third-party processor and as a result the liability recorded upon our assumption
          of the rebate claim fulfillment was also duplicated. We are restating the
          liability recorded for unpaid rebate claims for the fiscal year end December
          31,
          2000 as a decrease to rebates payable rather than as an adjustment to the
          beginning retained earnings of the period commencing January 1,
          2003.
 
 We
          have
          also restated our financial statements for the year ended December 31,
          1999 to
          reflect issues identified during the restatement of our financial statements
          for
          the year ended December 31, 2001 and previously reported as a prior period
          adjustment on the Form 10-KSB filed for the year ended December 31, 2001.
          There
          was no net effect on the consolidated statements of operations or consolidated
          statements of cash flows for the year ended December 31, 2001 as a result
          of
          corrections to the financial statements for the period covered by the
          report.
 
 During
          the year ended December 31, 1999, we erroneously recognized revenue associated
          with inventory retained by The Learning Company (“TLC”) as part of a certain
          amended Asset Purchase Agreement dated June 30, 1999. The amended Asset
          Purchase
          Agreement provided for the purchase of all inventories of raw materials,
          works-in-process, finished goods and materials of Parsons Technology, Inc.,
          including components that were then located at Parsons’ Cedar Rapids, Iowa
          locations. The amended Asset Purchase Agreement indicated that any inventories
          located at any facility of BMG, TLC’s third-party manufacturer, were to be
          retained by TLC and not included in the purchase. Accordingly, we have
          restated
          our consolidated balance sheet as of December 31, 1999 and our consolidated
          statements of operations, consolidated statements of stockholders’ equity, and
          consolidated statements of cash flows for the year then ended.
 
 A
          discussion of the restatements for years ended December 31, 2000 and 1999,
          respectively, are included in Note 18 to the financial statements included
          in
          this Amendment Number 1 to Form 10-KSB for the year ended December 31,
          2000.
          Changes have also been made to the following items 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, 2000
          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
      FINDEX’S EXPECTATIONS FOR ITS BUSINESS AND ITS CAPITAL RESOURCES. THESE
      EXPECTATIONS ARE SUBJECT TO VARIOUS UNCERTAINTIES AND RISKS THAT MAY CAUSE
      ACTUAL RESULTS TO DIFFER SIGNIFICANTLY FROM THESE FORWARD-LOOKING STATEMENTS.
      FOR A DISCUSSION OF CERTAIN LIMITATIONS INHERENT IN SUCH STATEMENTS, SEE
“FORWARD-LOOKING STATEMENTS” BELOW.**





**GENERAL**





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





**RESULTS
      OF OPERATIONS**





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





Our
      software products have a significant seasonality to their revenues. More than
      50% of our annual sales are expected to occur in the five months of September
      through January; the five months of April through August are expected to be
      the
      weakest generating only about 33% of our annual sales.





Our
      Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) for
      the
      twelve months ended December 31, 2000 was a loss of approximately $3,159,000.
      This loss, however, includes several non-cash expenses recorded during the
      year.
      We recognized expenses of $555,363 relating to 120,000 common shares issued
      to
      IC Capital, LLC for investor relations services, $181,250 relating to 50,000
      common shares issued to Genesis Financial Group, LLC for consulting services,
      $2,171,875 relating to 250,000 common shares issued to MHE, Inc. for consulting
      services, and $328,571 to Business Investor Services, Inc. relating to 100,000
      shares and 100,000 warrants for consulting services. In addition, we increased
      our reserve for sales returns by $150,720 and our reserve for rebates by
      $307,760 to reflect higher expected future occurrences due to our expanded
      presence in the secular retail marketplace.





**Revenues**





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





-1-




Gross
      revenues increased from approximately $6,243,000 for the year ended December
      31,
      1999 to approximately $7,947,000 for the year ended December 31, 2000. Sales
      returns and allowances increased from approximately $289,000 for the year ended
      December 31, 1999 to approximately $792,000 for the year ended December 31,
      2000. On March 8, 2000, The Learning Company, a division of Mattel Corporation,
      canceled the distribution agreement. Realizing the importance of that
      marketplace to our business plan, we began the process of establishing those
      relationships on our own behalf. Key distributors in the secular market began
      placing orders with us on a test basis in early third quarter and by late third
      quarter, they began placing significant orders in preparation for the Christmas
      retail season. The full benefit of these efforts was not realized until fourth
      quarter of 2000 and is continuing to expand. In addition, Mattel Interactive,
      the direct sales division of Mattel Corporation, made significant reductions
      in
      workforce and product lines. This decision on their part resulted in
      significantly fewer and smaller orders during the last three quarters of 2000.
      Finally, 1999 gross revenues reflect the release of our top two titles;
      QuickVerse version 6.0 (QV6) in early October 1999, and Membership Plus version
      6.0 in mid November 1999. Gross revenues for 2000 reflect the introduction
      of
      one new title, QuickVerse Essentials, in the first quarter, immediately before
      The Learning Company cancelled the distribution agreement, and the release
      of
      QuickVerse version 7.0 (QV7) in mid November 2000. The earlier release of QV6
      in
      1999 allowed our customers to sell down their initial orders and place reorders
      in time for the Christmas season. The timing of the release of QV7 did not
      provide adequate time for the initial orders to be sold through.





The
      Company experienced larger product returns during the fourth quarter of 2000
      than during the same period of 1999. Product returns are typically higher in
      the
      secular marketplace than the Christian marketplace. As the distributors place
      the products into the secular retail channel, they monitor the sell-through
      rates of those products and generally return quantities of those that aren’t
      selling as anticipated. This practice contrasts with the Christian marketplace
      in that the quantities ordered are generally smaller and the retailer is willing
      to hold on to the products for a longer period of time before making the
      decision to return. The release of QV7 in November 2000 also increased the
      quantity of returns of prior versions as stores made shelf space. With our
      expanded presence in the secular retail market, we increased our reserve for
      anticipated returns of channel inventory at December 31, 2000.





**COST
      OF SALES**




Cost
      of
      sales consists primarily of royalties to third party providers of intellectual
      property and the direct costs and manufacturing overhead required to reproduce,
      package, fulfill and ship the software products. The direct costs and
      manufacturing overhead decreased from 18.6% of gross revenues in 1999 to 17.2%
      of gross revenues in 2000 due to opening our new warehouse facility and not
      depending on a third party to fulfill our retail orders. Royalties to third
      party providers of intellectual property remained steady at 13% of gross
      revenues in 1999 and 2000. Royalties are expected to increase in the future
      due
      to content additions to QV7. Several new titles were added and the entire
      content of the QuickVerse Greek Edition was included as basic content of the
      Deluxe version while continuing to be marketed as a separate
      product.




**SALES,
      GENERAL AND ADMINISTRATIVE**





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





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





Research
      and development costs include salaries and benefits of personnel and third
      parties conducting research and development of software products. Research
      and
      development expenses increased in 2000 reflecting a full development period
      for
      QV7. The research and development period for QV6 and Membership Plus version
      6
      was split between FindEx and Mattel Corporation in 1999. Research and
      development expenses are expected to increase in future periods as we add new
      products and versions to our product mix.





-2-




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





**INCOME
      TAX BENEFITS**





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





The
      Company has recognized a net deferred tax asset whose realization depends on
      generating future taxable income. We currently have net operating loss
      carryforwards, for income tax purposes, of approximately $5,263,000. The
      carryforwards are the result of income tax losses generated in 1996 ($52,000
      expiring in 2011), 1997 ($77,000 expiring in 2012), 1998 ($54,000 expiring
      in
      2018), and 2000 ($5,080,000 expiring in 2020). The Company will need to achieve
      a minimum annual taxable income, before deduction of operating loss
      carryforwards, of approximately $264,000 to fully utilize the current loss
      carryforwards. We believe this is achievable, with our current sales levels,
      through careful expense management and continued introduction of new products
      and enhanced versions of our existing products. In addition, the deductions
      currently taken for license agreement payments will expire within the next
      year
      and taxable income will be greater than income for financial reporting
      purposes.





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





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of
      December 31, 2000, FindEx had $4,875,498 in current assets, $5,572,253 in
      current liabilities and a retained deficit of $2,299,256. We had a net loss
      of
      $2,255,193 for the year ended December 31, 2000. Operating expenses for 2000
      included approximately $3,237,000 in non-cash expenses for stock issued for
      services and approximately $458,000 in non-cash increases in reserve accounts
      (see “RESULTS OF OPERATIONS” above). Positive cash flow from operations for the
      period was $978,895.





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





Because
      of tight cash flow conditions, we have concentrated on improving our accounts
      receivable turnover and have been successful in reducing the average collection
      period from over 100 days to less than 60. In addition, by taking a pro-active
      approach to collections by contacting the customer soon after shipment and
      before the due date, we have been able to keep our bad debts to a minimal
      level.





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





-3-




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





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





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





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





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





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





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





**CAUTIONARY
      STATEMENTS AND RISK FACTORS**





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





***We
      have experienced, and may continue to experience, reduced revenues due to delays
      in the introduction and distribution of our products.***





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





-4-




***If
      we are unable to raise additional funds, we may be required to defer completion
      of future software updates and reduce overhead
      significantly.***





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





***We
      have a limited operating history upon which you can evaluate our potential
      for
      future success.***





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





·
            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 Internet and technology
      industry is intense and identifying personnel with experience in this industry
      is even more difficult. We are in a relatively new market, and there are a
      limited number of people with the appropriate combination of skills needed
      to
      provide the services that our customers require. We depend particularly upon
      the
      services of Steven Malone, our Chief Executive Officer and
      President.





***If
      we cannot obtain CD-ROM manufacturing and packaging services on a timely basis,
      we may not be able to timely deliver our CD-ROM and DVD products to distributors
      and retailers and our sales will be adversely
      affected.***





We
      use
      third party vendors to press CD-ROM disks, assemble purchased product
      components, and print product packaging and user manuals in connection with
      the
      retail distribution of our software. We do not have contractual agreements
      with
      any of our third party vendors, which may result in our inability to secure
      adequate services in a timely manner. If we cannot obtain adequate manufacturing
      services, we will not be able to timely produce and deliver our CD-ROM products
      to distributors and retail stores for ultimate sale to consumers, which will
      adversely affect our sales and operating results.





-5-




***Product
      returns that exceed our anticipated reserves could result in worse than expected
      operating results.***





At
      the
      time we ship our products to retailers we will establish reserves, including
      reserves that estimate the potential for future product returns. Product returns
      or price protection concessions that exceed our reserves could increase the
      magnitude of quarterly fluctuations in our operating and financial results.
      Furthermore, if we incorrectly assess the creditworthiness of customers who
      receive our products on credit, we could be required to significantly increase
      the reserves previously established. We cannot be certain that any future
      write-offs will not occur or that amounts written off will not have a material
      adverse effect on our business and depress the market price of our common stock.
      Actual returns to date have been within management’s estimates.





***Fluctuations
      in operating results may result in unexpected reductions in revenue and stock
      price volatility.***





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





·
            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 a product typically occurs in the quarter
      in
      which the product is introduced. As a result, our revenues may increase
      significantly in a quarter in which a major product introduction occurs and
      may
      decline in following quarters.





***Errors
      or defects in our software products may cause a loss of market acceptance and
      result in fewer sales of our products.***





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





***To
      develop products that consumers desire, we must make substantial investments
      in
      research and development to keep up with the rapid technological developments
      that are typical in our industry.***





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





***Our
      proprietary technology may not be adequately protected from unauthorized use
      by
      others, which could increase our litigation costs and adversely affect our
      sales.***





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





-6-




***New
      internet access devices may change the way information is displayed requiring
      us
      to change our products.***





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





***If
      our products infringe any proprietary rights of others, a lawsuit may be brought
      against us that could require us to pay large legal expenses and judgments
      and
      redesign or discontinue selling our product.***





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





***We
      will face additional risks as we expand into international
      markets.***





We
      plan
      to further expand our services to international markets. Expanding into overseas
      operations may cost more than we expect. We also may be unsuccessful in
      expanding our presence in international markets, and we might lose all or part
      of our investment in those operations. As we expand into international
      operations, we will be increasingly subject to various risks associated with
      international operations in addition to the other business risks described
      in
      this memorandum. These risks include the following:





·
            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


o
            expropriation
                or nationalization of assets,


o
            supply
                disruptions, - currency controls,


o
            exchange
                rate fluctuations, or


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





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





-7-




**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.






















-8-


**Item
      7. Financial Statements**





**INDEPENDENT
      AUDITOR’S REPORT**





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




We
      have
      audited the accompanying consolidated balance sheets of FindEx.com, Inc. as
      of
      December 31, 2000 and 1999 and the related consolidated statements of
      operations, stockholders’ equity and cash flows for the years then ended. These
      consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.


We
        conducted our audits in accordance with generally accepted auditing standards.
        Those standards require that we plan and perform the audits to obtain reasonable
        assurance about whether the 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, 2000 and 1999 and the results of its operations and
        cash
        flows for the years then ended in conformity with generally accepted accounting
        principles.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 16, the
        Company has a current year operating loss, a negative current ratio and is
        dependent upon financing to continue operations. These circumstances raise
        substantial doubt about its ability to continue as a going concern. Management’s
        plans in regard to 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 was
        an
        error in reporting the Company’s unpaid rebate claims and inventory 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
 March
        9,
        2001 except for notes 3, 8, 10 and 18 dated September 23, 2005


F-1




**Findex.com,
                  Inc.****CONSOLIDATED
                  BALANCE SHEETS****December
                  31, 2000 and 1999****2000**
              
              
              1999**(Restated)**
              
              
              (Restated)**Assets**Current
                  assets:Cash
                  and cash equivalents
              
              **$**
              **21,768**
              
              $
              147,272Accounts
                  receivable, trade (Note 3)
              
              
              **3,455,983**
              
              
              383,367Inventories
                  (Note 4)
              
              
              **617,902**
              
              
              545,348Deferred
                  income taxes, net (Note 8)
              
              
              **504,998**
              
              
              **---**Other
                  current assets
              
              
              **274,847**
              
              
              13,603Total
                  current assets
              
              
              **4,875,498**
              
              
              1,089,590Property
                  and equipment, net (Note 5)
              
              
              **107,126**
              
              
              97,973Software
                  license (Note 6)
              
              
              **4,279,813**
              
              
              4,858,695Deferred
                  income taxes, net (Note 8)
              
              
              **496,561**
              
              
              ---Other
                  assets
              
              
              **11,444**
              
              
              9,108Total
                  assets
              
              **$**
              **9,770,442**
              
              $
              6,055,366**Liabilities
                  and stockholders’ equity**Current
                  liabilities:Accounts
                  payable, trade
              
              **$**
              **1,089,343**
              
              $
              1,153,561Notes
                  payable (Note 7)
              
              
              **749,000**
              
              
              ---Accrued
                  royalties
              
              
              **1,599,473**
              
              
              728,871Accrued
                  income taxes
              
              
              **39,284**
              
              
              602,000Reserve
                  for technical support charges
              
              
              **224,500**
              
              
              235,300Accrued
                  expenses
              
              
              **178,729**
              
              
              46,279Reserve
                  for sales returns
              
              
              **284,752**
              
              
              134,032Reserve
                  for rebates
              
              
              **380,460**
              
              
              72,700License
                  fee payable (Note 6)
              
              
              **1,026,712**
              
              
              614,034Total
                  current liabilities
              
              
              **5,572,253**
              
              
              3,586,777Note
                  payable (Note 7)
              
              
              **---**
              
              
              200,000Commitments
                  and contingencies (Note 14)Stockholders’
                  equity (Note 9):Preferred
                  stock, $.001 par value5,000,000
                  shares authorizedSeries
                  A: 15,000 and 20,000 shares issued and outstanding
              
              
              **15**
              
              
              20Series
                  B: 40,000 and 67,500 shares issued and outstanding
              
              
              **40**
              
              
              68Common
                  stock, $.001 par value50,000,000
                  shares authorized10,509,609
                  and 9,072,312 shares issued and outstanding
              
              
              **10,509**
              
              
              9,072Paid-in
                  capital
              
              
              **6,486,881**
              
              
              2,248,618Retained
                  (deficit)
              
              
              **(2,299,256**
              **)**
              
              10,811Total
                  stockholders’ equity
              
              
              **4,198,189**
              
              
              2,268,589Total
                  liabilities and stockholders’ equity
              
              **$**
              **9,770,442**
              
              $
              6,055,366*See
                  accompanying notes.*
  F-2
 **Findex.com,
                    Inc.****CONSOLIDATED
                    STATEMENTS OF OPERATIONS****Years
                    Ended December 31**
                
                
                **2000**
                
                
                1999**(Restated)**
                
                
                (Restated)Revenues,
                    net of reserves and allowances
                
                **$**
                **7,038,451**
                
                $
                5,954,207Cost
                    of sales (Note 18)
                
                
                **2,404,436**
                
                
                1,643,741Gross
                    profit
                
                
                **4,634,015**
                
                
                4,310,466Operating
                    expenses:Sales
                    and marketing
                
                
                **1,579,362**
                
                
                1,039,581General
                    and administrative
                
                
                **6,195,405**
                
                
                1,550,529Bad
                    debt expense
                
                
                **18,024**
                
                
                11,000Amortization
                    expense
                
                
                **585,140**
                
                
                276,879Depreciation
                    expense
                
                
                **26,385**
                
                
                8,427Total
                    operating expenses
                
                
                **8,404,316**
                
                
                2,886,416Earnings
                    (loss) from operations
                
                
                **(3,770,301**
                **)**
                
                1,424,050Interest
                    income
                
                
                **10,171**
                
                
                4,405Other
                    income
                
                
                **2,873**
                
                
                ---Interest
                    expense
                
                
                **(58,939**
                **)**
                
                (4,024
                )Income
                    (loss) before income taxes
                
                
                **(3,816,196**
                **)**
                
                1,424,431Provision
                    for income taxes (Note 8)
                
                
                **1,561,003**
                
                
                (602,000
                )Net
                    income (loss)
                
                **$**
                **(2,255,193**
                **)**
                $
                822,431Net
                    earnings (loss) per share (Note 10):Basic
                
                **$**
                **(0.24**
                **)**
                $
                0.11Diluted
                
                **$**
                **(0.24**
                **)**
                $
                0.10Weighted
                    average shares outstanding (Note 10):Basic
                
                
                **9,791,535**
                
                
                7,767,416Diluted
                
                
                **9,791,535**
                
                
                8,035,085*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, 1998
              
              $
              ---
              
              $
              ---
              
              
              5,157,625
              
              $
              5,157
              
              $
              722,621
              
              $
              (811,620
              )
              $
              (83,842
              )April
                  30 Reverse merger & reorganizationadjustment
                  for minority stockholdersof
                  EJH Entertainment, Inc.
              
              
              ---
              
              
              ---
              
              
              3,914,687
              
              
              3,915
              
              
              (3,915
              )
              
              ---
              
              
              ---Preferred
                  Series A shares issued for cash
              
              
              20
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              199,980
              
              
              ---
              
              
              200,000Preferred
                  Series B shares issued for cash
              
              
              ---
              
              
              68
              
              
              ---
              
              
              ---
              
              
              1,349,932
              
              
              ---
              
              
              1,350,000Offering
                  cost
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              (20,000
              )
              
              ---
              
              
              (20,000
              )Net
                  income, December 31, 1999 (Restated)
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              822,431
              
              
              822,431Balance,
                  December 31, 1999 (Restated)
              
              $
              20
              
              $
              68
              
              
              9,072,312
              
              $
              9,072
              
              $
              2,248,618
              
              $
              10,811
              
              $
              2,268,589Issuance
                  of Common Stock forAcquisition
                  of Reagan Holdings, Inc.
              
              
              ---
              
              
              ---
              
              
              150,000
              
              
              150
              
              
              551
              
              
              ---
              
              
              701Conversion
                  of preferred stock
              
              
              (5
              )
              
              (28
              )
              
              233,333
              
              
              233
              
              
              ---
              
              
              ---
              
              
              200Preferred
                  Series A common stock dividend
              
              
              ---
              
              
              ---
              
              
              695
              
              
              1
              
              
              3,496
              
              
              (3,541
              )
              
              (44
              )Preferred
                  Series B common stock dividend
              
              
              ---
              
              
              ---
              
              
              17,109
              
              
              17
              
              
              51,160
              
              
              (51,333
              )
              
              (156
              )Common
                  stock issued for cash
              
              
              ---
              
              
              ---
              
              
              362,500
              
              
              363
              
              
              724,637
              
              
              ---
              
              
              725,000Offering
                  cost
              
              
              ---
              
              
              ---
              
              
              24,375
              
              
              24
              
              
              (21,204
              )
              
              ---
              
              
              (21,180
              )Common
                  stock issued for services
              
              
              ---
              
              
              ---
              
              
              649,285
              
              
              649
              
              
              3,314,925
              
              
              ---
              
              
              3,315,574Common
                  stock warrants issued for services
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              106,696
              
              
              ---
              
              
              106,696Pre-EJH
                  debt reclassification
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              58,002
              
              
              ---
              
              
              58,002Net
                  loss, December 31, 2000 (Restated)
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              ---
              
              
              (2,255,193
              )
              
              (2,255,193
              )**Balance,
                  December 31, 2000 (Restated)**
              
              **$**
              **15**
              
              **$**
              **40**
              
              
              **10,509,609**
              
              **$**
              **10,509**
              
              **$**
              **6,486,881**
              
              **$**
              **(2,299,256**
              **)**
              **$**
              **4,198,189***See
                  accompanying notes.*
    F-4
  **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****Years
                  Ended December 31**
              
              
              **2000**
              
              
              1999**(Restated)**
              
              
              (Restated)Cash
                  flows from operating activities:Cash
                  received from customers
              
              **$**
              **6,704,383**
              
              $
              3,339,109Cash
                  paid to suppliers and employees
              
              
              **(5,725,619**
              **)**
              
              (2,780,097
              )Interest
                  paid
              
              
              **(1,424**
              **)**
              
              (4,024
              )Interest
                  received
              
              
              **4,827**
              
              
              4,405Income
                  taxes paid
              
              
              **(3,272**
              **)**
              
              ---Net
                  cash provided by operating activities
              
              
              **978,895**
              
              
              559,393Cash
                  flows from investing activities:Acquisition
                  of property, plant and equipment
              
              
              **(35,538**
              **)**
              
              (106,400
              )Cash
                  received in merger with Reagan Holdings, Inc.
              
              
              **701**
              
              
              ---Cash
                  paid for note receivable
              
              
              **(240,000**
              **)**
              
              ---Website
                  development costs
              
              
              **(8,343**
              **)**
              
              ---Cash
                  paid for software license agreement
              
              
              **(2,073,788**
              **)**
              
              (2,035,074
              )Deposits
                  paid
              
              
              **(250**
              **)**
              
              (859
              )Net
                  cash (used) by investing activities
              
              
              **(2,357,218**
              **)**
              
              (2,142,333
              )Cash
                  flows from financing activities:Proceeds
                  from issuance of notes payable
              
              
              **549,000**
              
              
              200,000Proceeds
                  from issuance of stock
              
              
              **703,819**
              
              
              1,530,000Net
                  cash provided by financing activities
              
              
              **1,252,819**
              
              
              1,730,000Net
                  increase (decrease) in cash and cash equivalents
              
              
              **(125,504**
              **)**
              
              147,060Cash
                  and cash equivalents, beginning of year
              
              
              **147,272**
              
              
              212Cash
                  and cash equivalents, end of year
              
              **$**
              **21,768**
              
              $
              147,272Reconciliation
                  of net income (loss) to cash flows from operating
                  activities:Net
                  income (loss)
              
              **$**
              **(2,255,193**
              **)**
              $
              822,431Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by operating activities:Stock
                  and warrants issued for services
              
              
              **3,422,270**
              
              
              ---Provision
                  for bad debts
              
              
              **18,024**
              
              
              11,000Depreciation
                  & amortization
              
              
              **611,525**
              
              
              285,306Change
                  in assets and liabilities:(Increase)
                  in accounts receivable
              
              
              **(604,174**
              **)**
              
              (2,879,457
              )(Increase)
                  in inventories
              
              
              **(72,554**
              **)**
              
              (545,348
              )(Increase)
                  in prepaid expenses
              
              
              **(21,244**
              **)**
              
              (13,603
              )Increase
                  in accrued royalties
              
              
              **870,602**
              
              
              728,871Increase
                  (decrease) in accounts payable
              
              
              **(6,216**
              **)**
              
              1,063,417Increase
                  (decrease) in income taxes payable
              
              
              **(730,716**
              **)**
              
              46,169Increase
                  (decrease) in deferred taxes
              
              
              **(833,559**
              **)**
              
              555,831Increase
                  in other liabilities
              
              
              **580,130**
              
              
              484,776Net
                  cash provided by operating activities
              
              **$**
              **978,895**
              
              $
              559,393*See
                  accompanying notes.*
  F-5
  **FindEx.com,
        Inc.**
 **Notes
        to Consolidated Financial Statements**
 **December
        31, 2000**
 
 **NOTE
        1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Organization**
 
 FindEx.com,
        Inc. (“FindEx” or the “Company”) was incorporated under the laws of the State of
        Delaware on December 26, 1995, as FinSource, Ltd. In April 1999, the Company
        merged with FINdex Acquisition Corporation (FAC), a Delaware corporation,
        in a
        stock for stock transaction. On April 30, 1999, the Company was acquired
        by EJH
        Entertainment, Inc. (EJH), a Nevada corporation, in a stock for stock
        transaction and the name of the Company was changed to FindEx.com, Inc. Both
        the
        merger with FAC and the acquisition by EJH were treated as reorganization
        mergers with the surviving Company and accounting history being that of
        FinSource (the accounting acquirer).
 
 FindEx
        is
        a retail, wholesale and Internet supplier of software products to business
        and
        religious organizations and individuals. In July 1999, the Company completed
        an
        exclusive license agreement with Parsons Technology, Inc., a subsidiary of
        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.
        At
        times, cash balances held at financial institutions were in excess of federally
        insured limits. FindEx sells a majority of its products to end-users through
        distributors, Christian book stores, and telemarketing efforts. Although
        FindEx
        attempts to prudently manage and control accounts receivable and performs
        ongoing credit evaluations in the normal course of business, the Company
        generally requires no collateral on its product sales.
 
 During
        the years ended December 31, 2000 and 1999, the Company had two major customers
        that individually accounted for 10% or more of the annual sales. Sales to
        Customer A accounted for 41% and 69%, respectively, and sales to Customer
        B
        accounted for 14% and 0%, respectively, of consolidated revenue for the years
        ended December 31, 2000 and 1999. Accounts receivable, net of offsets, relating
        to Customer A and Customer B, were $2,867,293 and $426,432 as of December
        31,
        2000, respectively.
 
 F-6
  During
        the years ended December 31, 2000 and 1999, five vendors provided purchases
        individually of 10% or more of the total product and material purchases as
        follows: Vendor A accounted for 17% and 47%, respectively, Vendor B accounted
        for 3% and 14%, respectively, Vendor C accounted for 28% and 12%, respectively,
        Vendor D accounted for 13% and 6%, respectively, and Vendor E accounted for
        12%
        and 0%, respectively. Accounts payable relating to Vendor A, Vendor B, Vendor
        C,
        Vendor D, and Vendor E, were $0, $101,090, $113,860, $27,646, and $162,081,
        respectively, as of December 31, 2000.
 
 **Royalty
        Agreements**
 
 FindEx
        has entered into certain agreements whereby it is obligated to pay royalties
        for
        content of software published. FindEx generally pays royalties based on a
        percentage of sales on respective products or on a fee per unit sold basis.
        The
        Company expenses software royalties as product costs during the period in
        which
        the related revenues are recorded.
 
 **Cash
        and Cash Equivalents**
 
 FindEx
        considers all highly liquid investments purchased with an original maturity
        of
        three months or less to be cash equivalents.
 
 **Inventory**
 
 Inventory
        consists primarily of software media, manuals and related packaging materials
        and is recorded at the lower of cost or market value, determined on a first-in,
        first-out basis.
 
 **Software
        Development Costs**
 
 Statement
        of Financial Accounting Standards (“SFAS”) No. 86, *Accounting
        for the Costs of Computer Software to Be Sold, Leased, or Otherwise
        Marketed* ,
        provides for the capitalization of certain software development costs once
        technological feasibility is established. Capitalized costs are then amortized
        on a straight-line basis over the estimated product life, or on the ratio
        of
        current revenues to total projected product revenues, whichever is greater.
        Through December 31, 2000, the Company believes its process for developing
        software was essentially completed concurrent with the establishment of
        technological feasibility, and accordingly, no software development costs
        have
        been capitalized to date. For 2000, research and development costs incurred
        and
        charged to expense were $118,600.
 
 **Property
        and Equipment**
 
 Property
        and equipment are recorded at cost. Furniture, fixtures and computer equipment
        are depreciated over five years using the straight-line method. Software
        is
        depreciated over three years using the straight-line method. Expenditures
        for
        maintenance, repairs and other renewals of items are charged to expense when
        incurred.
 
 **Accounting
        for Long-Lived Assets**
 
 The
        Company reviews property and equipment for impairment whenever events or
        changes
        in circumstances indicate that the carrying amount of an asset may not be
        recoverable. Recoverability is measured by comparison of its carrying amount
        to
        future net cash flows the assets are expected to generate. If such assets
        are
        considered to be impaired, the impairment to be recognized is measured by
        the
        amount by which the carrying amount of the asset exceeds its fair market
        value.
        Property and equipment to be disposed of are reported at the lower of the
        carrying amount or fair value less costs to sell.
 
 F-7
  **Revenue
        Recognition**
 
 The
        Company recognizes revenue from product sales at shipment provided that
        collection of the resulting receivable is probable, in accordance with SOP
        97-2, *Software
        Revenue Recognition* .
        Software products are sold separately, without future performance such as
        upgrades or maintenance, and are sold with postcontract customer support
        (PCS)
        services. PCS revenue is recognized on delivery of the software and all
        associated costs are accrued. The Company maintains an allowance for potential
        credit losses and an allowance for anticipated returns on products sold to
        distributors, Christian bookstores, and direct customers. The allowance for
        sales returns is estimated based on a calculation of forecast sales to the
        end-user in relation to estimated current channel inventory levels.
  **Cooperative
        Advertising**
 
 Advertising
        costs are charged to operations as incurred. The Company reimburses certain
        qualified customers for a portion of the advertising costs related to their
        promotion of the Company’s products. The liability for reimbursement is accrued
        at the time the advertisement occurs. For 2000 and 1999, cooperative advertising
        expense totaled approximately, $206,000, and $63,000, respectively.
 
 **Stock-based
        Compensation**
 
 As
        permitted under SFAS No. 123, *Accounting
        for Stock-based Compensation* ,
        the
        Company has elected to follow the intrinsic value based method of accounting
        prescribed by Accounting Principles Board Opinion (“APB”) No. 25, *Accounting
        for Stock Issued to Employees* ,
        in
        accounting for stock-based awards to employees (see Note 11) and, accordingly,
        does not recognize compensation cost.
 
 **Income
        Taxes**
 
 The
        Company utilizes SFAS No. 109, *Accounting
        for Income Taxes* .
        SFAS
        No. 109 requires the use of the asset and liability method of accounting
        for
        income taxes. Under this method, deferred income taxes are provided for the
        temporary differences between the financial reporting basis and the tax basis
        of
        the Company’s assets and liabilities. Deferred tax assets and liabilities are
        measured using enacted tax rates expected to apply to taxable income in the
        years in which those temporary differences are expected to be recovered or
        settled.
 
 **Earnings
        (Loss) Per Share**
 
 The
        Company follows SFAS 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 earnings per share, in accordance with SFAS No. 128.
        Diluted EPS for the year ended December 31, 1999, has been restated in
        conformity with SFAS No. 128.
 
 **Comprehensive
        Income (Loss)**
 
 The
        Company has adopted SFAS No. 130, *Reporting
        Comprehensive Income* .
        SFAS
        No. 130 establishes standards of reporting and displaying comprehensive income
        and its components of net income and “other comprehensive income” in a full set
        of general-purpose financial statements. “Other comprehensive income” refers to
        revenues, expenses, gains and losses that are not included in net income,
        but
        rather are recorded directly in stockholders’ equity. The adoption of this
        Statement had no impact on the Company’s net income or loss or stockholders’
        equity.
 
 **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.
 
 F-8
  **Reclassification**
 
 Certain
        amounts in the accompanying 1999 consolidated financial statements have been
        reclassified in order to conform to the presentation of the 2000 consolidated
        financial statements. Net cash provided by operating activities decreased
        from
        $2,915,533 to $559,393 and net cash used by investing activities decreased
        from
        $4,498,473 to $2,142,333 as a result of separating operating transactions
        previously offset against cash paid for software license agreement.
 
 **NOTE
        2 - MERGERS AND ACQUISITIONS**
 
 **EJH
        Entertainment, Inc.**
 
 On
        April
        30, 1999, EJH Entertainment, Inc. (EJH) (a public company) entered into an
        agreement and Plan of Reorganization with FindEx.com, Inc., (FindEx) (a private
        company). The agreement provided for the merger of EJH into FindEx to be
        treated
        as a reverse merger, thus making FindEx the accounting survivor. Pursuant
        to the
        agreement, EJH issued 5,157,625 hares of common stock to the shareholders
        of
        FindEx for all shares of their company. Because the historical financial
        information in these financial statements prior to the reverse merger (April
        30,
        1999) is that of the accounting acquirer (FindEx), a reorganization adjustment
        has been shown on the books at April 30, 1999, recording the shares held
        by the
        minority shareholders of EJH. The 5,157,625 shares issued to the shareholders
        of
        FindEx have been shown retroactively to the beginning of 1998, as though
        a stock
        split had occurred. The management of EJH resigned and the management and
        Board
        of FindEx filled the vacancy. This business combination was accounted for
        using
        the purchase method. EJH had no assets or liabilities and was an inactive
        public
        company.
 
 **Reagan
        Holdings, Inc.**
 
 On
        March
        7, 2000, the Company acquired Reagan Holdings, Inc., (“Reagan”) a Delaware
        corporation. The Company issued 150,000 shares of common stock for all the
        outstanding stock of Reagan. The purchase was recorded at a value of $701.
        Reagan had assets of $701 and no liabilities at December 31, 1999 and was
        an
        inactive public company. The operating history of Reagan is included in the
        consolidated numbers of the Company effective January 1, 2000. The acquisition
        was recorded using the purchase method of a business combination.
 
 **NOTE
        3 - ACCOUNTS RECEIVABLE (Restated)**
 
 At
        December 31, 2000 and 1999, accounts receivable consisted of the following
        (see
        Note 1 - Concentrations ):
 
 **2000**
              
              
              1999Trade
                  receivables
              
              **$**
              **3,477,983**
              
              $
              394,367Less:
                  Allowance for doubtful accounts
              
              
              **22,000**
              
              
              11,000**$**
              **3,455,983**
              
              $
              383,367
 
 **NOTE
        4 - INVENTORIES**
 
 At
        December 31, 2000 and 1999, inventories consisted of the following:
 
 **2000**
              
              
              1999Finished
                  goods
              
              **$**
              **435,180**
              
              $
              326,598Raw
                  materials
              
              
              **182,722**
              
              
              218,750**$**
              **617,902**
              
              $
              545,348
 
 F-9
  **NOTE
        5 - PROPERTY AND EQUIPMENT, net**
 
 At
        December 31, 2000 and 1999, property and equipment consisted of the
        following:
 
 **2000**
              
              
              1999Office
                  furniture and fixtures
              
              **$**
              **33,287**
              
              $
              51,460Office
                  equipment
              
              
              **14,501**
              
              
              ---Warehouse
                  equipment
              
              
              **28,923**
              
              
              ---Computer
                  software
              
              
              **16,731**
              
              
              14,833Computer
                  equipment
              
              
              **48,496**
              
              
              40,107**141,938**
              
              
              106,400Less:
                  Accumulated depreciation
              
              
              **34,812**
              
              
              8,427**$**
              **107,126**
              
              $
              97,973
 
 **NOTE
        6 - SOFTWARE LICENSE AGREEMENT**
 
 As
        indicated in Note 1, in July 1999, the Company completed an exclusive license
        agreement with Parsons Technology, Inc., a subsidiary of TLC, for the Parsons
        Church Division. In so doing, FindEx obtained the exclusive right to market,
        sell, and continue to develop several top-selling Bible study software products
        including the Zondervan NIV Bible and QuickVerse. The agreement calls for
        a
        non-refundable license fee in the amount of $5,000,000, payable in installments
        of: (1) $1,000,000 upon execution of the agreement, (2) $500,000 on August
        1,
        1999, (3) $500,000 on September 7, 1999, (4) $1,500,000 on December 7, 1999,
        (5)
        $1,000,000 on March 7, 2000, and (6) $500,000 on June 7, 2000. The agreement
        carries a ten-year term from the date of execution and also includes a five-year
        non-compete provision (see Note 1 - Concentrations and
        Notes 15 and 16). The license is amortized over the term using the straight-line
        method.
 
 **NOTE
        7 - NOTES PAYABLE**
 
 At
        December 31, 2000 and 1999, notes payable consisted of the
        following:
 
 **2000**
              
              
              1999Note
                  payable to a corporation, due December 14, 2001, with interest
                  at 9%.
                  Unsecured.
              
              **$**
              **650,000**
              
              $
              200,000Note
                  payable to a corporation, due November 6, 2001, with interest at
                  15%.
                  Secured by accounts receivable and convertible, at the option of
                  the
                  holder, into 50,000 common shares.
              
              
              **33,000**
              
              
              ---Note
                  payable to a corporation, due November 6, 2001, with interest at
                  15%.
                  Secured by accounts receivable and convertible, at the option of
                  the
                  holder, into 50,000 common shares.
              
              
              **33,000**
              
              
              ---Note
                  payable to a corporation, due November 6, 2001, with interest at
                  15%.
                  Secured by accounts receivable and convertible, at the option of
                  the
                  holder, into 50,000 common shares.
              
              
              **33,000**
              
              
              ---**$**
              **749,000**
              
              $
              200,000
 
 F-10
  **NOTE
        8 - INCOME TAXES (Restated)**
 
 The
        provision (benefit) for taxes on income for the years ended December 31
        consisted of the following:
 
 **2000**
              
              
              1999Current:Federal
              
              **$**
              **(3,272**
              **)**
              $
              3,272State
              
              
              **(341**
              **)**
              
              42,897**(3,613**
              **)**
              
              46,169Deferred:Federal
              
              
              **(1,244,013**
              **)**
              
              433,658State
              
              
              **(313,377**
              **)**
              
              122,173**(1,557,390**
              **)**
              
              555,831Total
                  tax provision (benefit)
              
              **$**
              **(1,561,003**
              **)**
              $
              602,000
 
 Deferred
        income taxes reflect the net tax effects of temporary differences between
        the
        carrying amounts of assets and liabilities for financial reporting purposes
        and
        the amounts used for income tax purposes. Significant components of the
        Company’s deferred tax assets and liabilities as of December 31, 2000, are as
        follows:
 
 Current
                  Deferred Tax Assets:Net
                  operating loss carryforward
              
              $
              210,000Reserve
                  for sales returns
              
              
              119,596Reserve
                  for technical support costs
              
              
              94,290Reserve
                  for rebates payable (restated)
              
              
              104,849Other,
                  net
              
              
              15,714544,449Valuation
                  allowance for deferred tax assets (restated)
              
              
              (39,451
              )Net
                  Current Deferred Tax Assets
              
              
              504,998
 
 Non-Current
                  Deferred Tax Assets:Software
                  license fees
              
              $
              (1,356,382
              )Net
                  operating loss carryforward (restated)
              
              
              1,884,391Other,
                  net
              
              
              (18,490
              )509,519Valuation
                  allowance for deferred tax assets
              
              
              (12,958
              )Net
                  Non-Current Deferred Tax Assets
              
              
              496,561Net
                  Deferred Tax Assets
              
              $
              1,001,559
 
 The
        valuation allowance for deferred tax assets was increased by $52,409 during
        the
        year ended December 31, 2000.
 
 At
        December 31, 2000, the Company has available net operating loss carryforwards
        of
        approximately $5,263,000 for federal income tax purposes that expire in 2020.
        The federal carryforwards resulted from losses generated in 1996 through
        2000.
        The tax benefit of net operating loss carryforwards available for state income
        tax purposes was approximately $5,081,000 as of December 31, 2000.
 
 The
        reconciliation of income tax computed at statutory rates of income tax benefits
        is as follows:
 
 Benefit
                  at Federal statutory rate - 34%
              
              $
              (1,295,000
              )Nondeductible
                  expenses
              
              
              2,300Change
                  in valuation reserves
              
              
              83,000License
                  fees
              
              
              (311,000
              )Other
              
              
              (40,303
              )Income
                  tax provision
              
              $
              (1,561,003
              )
 
 F-11
  **NOTE
        9 - STOCKHOLDERS’ EQUITY**
 
 **Common
        Stock**
 
 On
        February 1, 2000, pursuant to a consulting agreement with a company to provide
        investor relations services, FindEx issued 120,000 common shares with 36,000
        shares vesting immediately and the remaining 84,000 shares vesting ratably
        over
        the twelve-month term of the agreement. The cumulative value based on the
        closing price of the common stock on the date of vesting was $555,363. On
        November 30, 2000, FindEx entered into a fee agreement with the company to
        satisfy a $75,055 debt owed under the terms on the consulting agreement.
        In
        settlement of this debt, FindEx issued 89,285 common shares valued at $.84
        per
        share.
 
 On
        February 1, 2000, pursuant to a consulting agreement with a company to provide
        business development and finance, FindEx issued 250,000 common shares valued
        at
        $8.69 per share.
 
 On
        March
        21, 2000, FindEx issued 150,000 common shares pursuant to the merger with
        Reagan
        Holdings, Inc. (see Note 2).
 
 On
        April
        20, 2000, pursuant to a consulting agreement with a company to provide corporate
        development and growth, FindEx issued 50,000 common shares valued at $3.13
        per
        share.
 
 On
        May
        16, 2000, FindEx entered into a fee agreement with a company to satisfy a
        $100,000 debt owed under a business development agreement. In settlement
        of this
        debt, FindEx issued 23,500 common shares valued at $4.26 per share.
 
 On
        June
        16, 2000, in compromise and settlement of a consulting agreement with a company,
        FindEx issued 50,000 common shares valued at $3.63 per share. The company
        has
        subsequently claimed that additional shares are due.
 
 In
        July
        2000, FindEx converted 5,000 shares of Preferred Series A into 50,000 common
        shares and 27,500 shares of Preferred Series B into 183,333 common shares.
        In
        addition, FindEx converted $3,541 unpaid accumulated Preferred Series A
        dividends into 695 common shares and $51,133 unpaid accumulated Preferred
        Series
        B dividends into 17,109 common shares.
 
 On
        August
        18, 2000, pursuant to a consulting agreement with a company to provide business
        valuation services, FindEx issued 50,000 common shares valued at $1.31 per
        share.
 
 On
        December 15, 2000, pursuant to a consulting agreement with an individual
        for
        investor relations services, FindEx issued 12,500 common shares valued at
        $.81
        per share. Terms of the agreement call for monthly compensation of $2,500
        plus
        12,500 common shares through February 15, 2001, and $5,000 plus 7,000 common
        shares thereafter until expiration on December 14, 2001, or earlier termination
        as provided in the agreement.
 
 During
        2000, FindEx issued 362,500 common shares to investors for cash of $725,000
        pursuant to a stock subscription agreement dated April 28, 2000. As compensation
        for this subscription agreement, FindEx issued a total of 24,375 common shares
        to two individuals at a value of $2.00 per share.
 
 **Convertible
        Preferred Stock (Series A)**
 
 The
        rights, preferences and privileges of the preferred shareholders are as
        follows:
 
 **Dividends**
 
 Holders
        of Series A Preferred Stock (the Preferred Stock) are entitled to receive
        common
        stock dividends of $.50 per share per annum, in preference to any payment
        of
        cash dividends declared or paid on shares of common stock. Dividends on
        Preferred Stock are fully cumulative and are payable as determined by the
        Board
        of Directors. As of December 31, 2000, no dividends have been declared.
 
 **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.
 
 F-12
  **Conversion**
 
 Each
        share of Convertible Preferred Stock shall be convertible at the option of
        the
        holder thereof, at any time prior to the close of business on the date fixed
        by
        the Corporation for redemption or conversion of such shares as herein provided,
        into fully paid and nonassessable shares of common stock and such other
        securities and property as hereinafter provided, initially at the rate of
        10
        shares of common stock for each full share of convertible Preferred Stock.
 
 **Redemption**
 
 At
        the
        election of the Board of Directors, the Company may redeem all or part of
        the
        shares of the Preferred Stock (pro rata based upon the total number of shares
        of
        the Preferred Stock held by each holder) by paying in cash a sum per share
        equal
        to $10.00 plus accrued and unpaid dividends per annum.
 
 **Voting
        Rights**
 
 The
        holder of each share of Preferred Stock is not entitled to vote except as
        required by law.
 
 **Convertible
        Preferred Stock (Series B)**
 
 The
        rights, preferences and privileges of the preferred shareholders are as
        follows:
 
 **Dividends**
 
 The
        holders are entitled to receive cash dividends at the rate of $1.60 per annum
        per share, and not more, which shall be fully cumulative, shall accrue without
        interest from the date of first issuance and shall be payable quarterly in
        arrears on March 15, June 15, September 15, and December 15 of each year
        commencing September 15, 1999, to holders of record as they appear on the
        stock
        books of the corporation on such record dates, not more than 60 nor less
        than 10
        days preceding the payment dates for such dividends, as are fixed by the
        Board
        of Directors. As of December 31, 2000, no dividends have been declared.
 
 **Liquidation**
 
 The
        holders are entitled to a liquidation preference of an amount equal to the
        dividends accrued and unpaid, whether or not declared, without interest,
        and a
        sum equal to $20.00 per share, and not more, before any payment shall be
        made or
        any assets distributed to the holders of Common Stock or any other class
        or
        series of the Corporation’s capital stock ranking junior as to liquidation
        rights to the Convertible Preferred Stock.
 
 **Conversion**
 
 Each
        share of convertible Preferred Stock shall be convertible at the option of
        the
        holder thereof, at any time prior to the close of business on the date fixed
        by
        the Corporation for redemption of such share as herein provided, into fully
        paid
        and nonassessable shares of Common Stock and such other securities and property
        as hereinafter provided, initially at the rate of one (1) share of Common
        Stock
        for each full share of Convertible Preferred Stock.
 
 **Redemption**
 
 Subject
        to restrictions, shares of the Series shall be redeemable at the option of
        the
        Corporation at any time at the redemption price of $20.00 per share plus,
        in
        each case, an amount equal to the dividends accrued and unpaid thereon to
        the
        redemption date. The Corporation may not redeem any shares of Preferred Stock
        unless the current market value of the Corporation’s Common Stock, as defined,
        immediately prior to the redemption date is not less than $18.00 per
        share.
 
 **Voting
        Rights**
 
 The
        holder of each share of Preferred Stock is not entitled to vote, except as
        required by law.
 
 F-13
  **Warrants**
 
 On
        April
        20, 2000, pursuant to a consulting agreement with a company to provide corporate
        development and growth, as mentioned above, FindEx issued warrants to purchase
        100,000 common shares exercisable at $3.00 per share. The warrants are currently
        exercisable and expire in April 2001. The fair value of the warrants is
        estimated on the date of grant using the Black-Scholes option-pricing model
        with
        the same assumptions indicated in Note 11 below. In association with the
        warrants, the Company recognized $106,696 of consulting expense.
 
 **NOTE
        10 - EARNINGS PER COMMON SHARE (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.
 
 The
        following table shows the amounts used in computing earnings per share and
        the
        effect on income (loss) and the average number of shares of dilutive potential
        common stock:
 
 **For
                  the Year Ended December 31, 1999**
              ****
              ****
              **Income
                  (Loss) (Numerator)**
              
              ****
              **Shares
                  (Denominator)**
              
              ****
              **Per-share
                  Amount**Net
                  Income (restated)
              
              $
              822,431Less
                  preferred stock dividends
              
              
              ---Income
                  available to common stockholders-basic earnings per share
              
              
              822,431
              
              
              7,767,416
              
              $
              0.11Effect
                  of Dilutive SecuritiesOptions
              
              
              ---
              
              
              169Convertible
                  Preferred Series A
              
              
              ---
              
              
              200,000Convertible
                  Preferred Series B
              
              
              ---
              
              
              67,500Income
                  available to common stockholders-diluted earnings per
                  share
              
              $
              822,431
              
              
              8,035,085
              
              $
              0.10
  **For
                  the Year Ended December 31, 2000**
              ****
              ****
              **Income
                  (Loss) (Numerator)**
              
              ****
              **Shares
                  (Denominator)**
              
              ****
              **Per-share
                  Amount**Net
                  Loss (restated)
              
              $
              (2,255,193
              )Less
                  preferred stock dividends
              
              
              (54,874
              )Loss
                  available to common stockholders-basic earnings per share
              
              
              (2,310,067
              )
              
              9,791,535
              
              $
              (0.24
              )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
              
              $
              (2,310,067
              )
              
              9,791,535
              
              $
              (0.24
              )
 
 A
        total
        of 1,887,450 and 587,831 potentially dilutive securities for the years ended
        December 31, 2000 and 1999, respectively, have been excluded from the
        computation of diluted earnings per share, as their inclusion would be
        anti-dilutive.
 
 F-14
  **NOTE
        11 - STOCK-BASED COMPENSATION**
 
 The
        Stock
        Incentive Plan (the “Plan”) authorizes the issuance of various forms of
        stock-based awards including incentive and nonqualified stock options, stock
        appreciation rights attached to stock options, and restricted stock awards
        to
        directors, officers and other key employees of the Company. Stock options
        are
        granted at an exercise price as determined by the Board at the time the Option
        is granted and shall not be less than the par value of such shares of Common
        Stock. Stock options vest quarterly over three years and have a term of ten
        years. At December 31, 2000, 7,638,800 shares were available for future issuance
        under the Plan.
 
 The
        Company applies APB Opinion No. 25 and related interpretations in accounting
        for
        its stock options. Accordingly, no compensation cost has been recognized
        for
        outstanding stock options. Had compensation cost for the Company’s outstanding
        stock options been determined based on the fair value at the grant date for
        those options consistent with SFAS No. 123, the Company’s net loss and primary
        and diluted earnings per share would have differed as reflected by the pro
        forma
        amounts indicated below:
 
 Net
                  loss:As
                  reported (restated)
              
              $
              (2,255,193
              )Proforma
                  (restated)
              
              $
              (2,508,932
              )Basic
                  loss per share:As
                  reported (restated)
              
              $
              (0.24
              )Proforma
                  (restated)
              
              $
              (0.26
              )
 
 The
        fair
        value of each option grant is estimated on the date of grant using the
        Black-Scholes option-pricing model with the following assumptions:
 
 Expected
                  dividend yield
              
              
              0
              %Expected
                  stock price volatility
              
              
              78
              %Risk-free
                  interest rate
              
              
              7.00
              %
 
 The
        weighted average fair value of options granted during 2000 is $.54 per
        share.
 
 The
        following table summarizes information about stock options outstanding at
        December 31, 2000.
 
 **Range
                  of Exercise Prices**
              ****
              ****
              **Number
                  Outstanding at December 31, 2000**
              ****
              ****
              **Weighted-Average
                  Remaining Contractual Life (Years)**
              
              ****
              **Weighted
                  Average Exercise Price**$1.00
                  to $2.00
              
              
              975,000
              
              
              9.8
              
              $
              1.13$6.00
                  to $8.00
              
              
              60,000
              
              
              8.6
              
              $
              6.39$8.01
                  to $10.00
              
              
              16,200
              
              
              8.8
              
              $
              9.21$10.01
                  to $12.00
              
              
              310,000
              
              
              8.7
              
              $
              11.00
 
 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, 1999
              
              
              8,412,000
              
              
              588,000
              
              $
              10.47Granted
              
              
              (975,000
              )
              
              975,000
              
              $
              1.13Canceled
              
              
              201,800
              
              
              (201,800
              )
              $
              10.98Exercised
              
              
              ---
              
              
              ---
              
              
              ---Balance
                  at December 31, 2000
              
              
              7,638,800
              
              
              1,361,200
              
              $
              3.71
 
 F-15
  **NOTE
        12 - RENTAL AND LEASE INFORMATION**
 
 The
        Company leases office space and warehouse facilities under operating leases
        with
        third-parties with terms extending through 2002. The Company is responsible
        for
        all taxes, insurance and utility expenses associated with these leases. Lease
        renewal options are present for a period of one year. Rental expense for
        the
        years ended December 31, 2000 and 1999 amounted to $170,597 and $60,550,
        respectively.
 
 At
        December 31, 2000, the future minimum rental payments required under these
        leases are as follows:
 
 2001
              
              $
              119,9582002
              
              
              73,311$
              193,269
 
 **NOTE
        13 - SUPPLEMENTAL CASH FLOW INFORMATION**
 
 The
        Company incurred the following non-cash investing and financing activities
        during the years ended December 31, 2000 and 1999, respectively:
 
 **2000**
              
              
              1999Common
                  stock and warrants issued for services
              
              **$**
              **3,422,270**
              
              
              ---Common
                  stock dividend
              
              
              **54,874**
              
              
              ---Conversion
                  of preferred stock to common stock
              
              
              **201**
              
              
              ---Common
                  stock issued to acquire Reagan Holdings, Inc., a Delaware
                  corporation
              
              
              **150**
              
              
              ---
 
 **NOTE
        14 - COMMITMENTS AND CONTINGENCIES**
 
 The
        Company is subject to legal proceedings and claims that arise in the ordinary
        course of its business. In the opinion of management, the amount of ultimate
        liability with respect to these actions will not materially affect the financial
        position of the Company.
 
 The
        Company maintains a self-insurance program for its employees’ health care costs.
        The Company is potentially liable for losses on claims up to $10,000 per
        claim
        and $518,500 in total for the year. The Company has third-party insurance
        coverage for any losses in excess of such amounts. Self-insurance costs are
        accrued based on claims reported as of the balance sheet date as well as
        an
        estimated liability for claims incurred but not reported. All accrued costs
        had
        been paid to the third-party administrator of the program at both December
        31,
        2000 and 1999.
 
 **NOTE
        15 - RISKS AND UNCERTAINTIES**
 
 The
        Company’s future operating results may be affected by a number of factors. The
        Company is dependent upon a number of major inventory and intellectual property
        suppliers. If a critical supplier had operational problems or ceased making
        material available to the Company, operations could be adversely affected.
        The
        Company is also dependent upon a few major customers. If any of these customers
        experienced operational problems or ceased placing orders with the Company,
        operations could also be adversely affected.
 
 The
        Company is currently in dispute with TLC over various provisions of several
        agreements, including the software license agreement (see Note 6). Company
        management believes the amount of the potential loss cannot be reasonably
        estimated.
 
 F-16
  **NOTE
        16 - GOING CONCERN**
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. The Company has a current year operating loss,
        a
        negative current ratio and is dependent upon financing to continue operations.
        As indicated in Note 15, the Company is currently in dispute with The TLC.
        Sales
        to TLC, and subsidiaries, accounted for 41% of consolidated revenue for 2000.
        Accounts receivable, net of offsets, relating to TLC was $2,867,293 as of
        December 31, 2000. Due to the uncertainty regarding the timing and amount
        of
        ultimate collection, the Company is dependent upon financing to continue
        operations. The financial statements do not include any adjustments that
        might
        result from the outcome of this uncertainty. It is management’s plan to utilize
        external funding sources, as discussed in Note 17, to provide cash necessary
        to
        fund ongoing operations and the Company’s business plan. However, the
        anticipated offering may not provide proceeds sufficient to fund operations
        and
        meet the needs of the Company’s business plans. Management believes collection
        of the TLC balance and realization of ongoing revenues would be sufficient
        to
        fund operations and allow the external funding to meet the needs of the
        Company’s business plans.
 
 **NOTE
        17 - SUBSEQUENT EVENTS**
 
 On
        March
        20, 2001, the Company entered into a Letter of Agreement with an institutional
        private equity investor (the “Investor”) whereby the Investor shall execute an
        irrevocable Investment Agreement for the purchase of Common Stock from FindEx
        up
        to an aggregate amount equal to $15 million over a 36-month period. As
        compensation, the Investor shall receive, upon execution of the Agreement,
        a
        warrant to purchase 510,000 shares of FindEx Common Stock exercisable in
        three
        increments. In addition, the Investor may be entitled to additional warrants
        on
        each six-month anniversary of the closing depending on the number of fully
        diluted shares of the Company then outstanding or issuable. The consummation
        of
        the financing contemplated by the Letter of Agreement is subject to numerous
        conditions, including completion of due diligence by the Investor, the Company’s
        entry into definitive agreements with the Investor, and the effectiveness
        with
        the Securities and Exchange Commission of a registration statement covering
        the
        resale of the shares to be issued to the Investor, and there can be no assurance
        that the financing will be consummated on the term described herein, or at
        all.
 
 **NOTE
        18 - RESTATEMENT AND RECLASSIFICATION**
  The
        Company has restated its financial statements for the years ended December
        31,
        2000 and 1999 to reflect issues 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, 2000. Management and the board of directors concluded
        these
        restatements were necessary to reflect the changes described
        below.
 During
          the year ended December 31, 2000, we discontinued the use of a third-party
          to
          process rebate claims. Rebate program details were obtained from the third-party
          processor and a liability was recorded for the unpaid rebate claims monthly
          beginning July 1999 and continuing through October 2000. In 2004, we discovered
          that the unpaid rebate claims were duplicated between reports received
          from the
          third-party processor and as a result the liability recorded upon our assumption
          of the rebate claim fulfillment was also duplicated. This was previously
          reported as an adjustment to beginning retained earnings on the 2004 Form
          10-KSB
          filed thereon. Accordingly, we have restated our consolidated balance sheet
          as
          of December 31, 2000 and our consolidated statements of operations, consolidated
          statements of stockholders’ equity, and consolidated statements of cash flows
          for the year then ended.
 F-17
 A
        summary
        of the effects of these changes is as follows:
 
 **Findex.com,
                  Inc.****CONSOLIDATED
                  BALANCE SHEETS****December
                  31, 2000****As
                  Previously Reported**
              
              
              **As
                  Restated**
              
              
              **Change****Assets**Current
                  assets:Cash
                  and cash equivalents
              
              
              
              
              $
              21,768
              
              $
              21,768
              
              $
              ---Accounts
                  receivable, trade
              
              
              
              
              
              3,884,858
              
              
              3,455,983
              
              
              (428,875
              )
              (a)Inventories
              
              
              
              
              
              617,902
              
              
              617,902
              
              
              ---Deferred
                  income taxes, net
              
              
              
              
              
              504,998
              
              
              504,998
              
              
              ---Other
                  current assets
              
              
              
              
              
              274,847
              
              
              274,847
              
              
              ---Total
                  current assets
              
              
              
              
              
              5,304,373
              
              
              4,875,498
              
              
              (428,875
              )Property
                  and equipment, net
              
              107,126
              
              
              107,126
              
              
              ---Software
                  license, net
              
              4,279,813
              
              
              4,279,813
              
              
              ---Deferred
                  income taxes, net
              
              328,561
              
              
              496,561
              
              
              168,000
              
              (b)Other
                  assets
              
              11,444
              
              
              11,444
              
              
              ---Total
                  assets
              
              
              
              
              $
              10,031,317
              
              $
              9,770,442
              
              $
              (260,875
              )**Liabilities
                  and stockholders’ equity**Current
                  liabilities:Accounts
                  payable, trade
              
              
              
              
              $
              1,188,289
              
              $
              1,089,343
              
              $
              (98,946
              )
              (c)Notes
                  payable
              
              
              
              
              
              749,000
              
              
              749,000
              
              
              ---Accrued
                  royalties
              
              
              
              
              
              1,625,427
              
              
              1,599,473
              
              
              (25,954
              )
              (d)Accrued
                  income taxes
              
              
              
              
              
              39,284
              
              
              39,284
              
              
              ---Reserve
                  for technical support charges
              
              
              
              
              
              224,500
              
              
              224,500
              
              
              ---Accrued
                  expenses
              
              
              
              
              
              178,729
              
              
              178,729
              
              
              ---Reserve
                  for sales returns
              
              
              
              
              
              284,752
              
              
              284,752
              
              
              ---Reserve
                  for rebates
              
              
              
              
              
              380,460
              
              
              380,460
              
              
              ---License
                  fee payable
              
              
              
              
              
              1,026,712
              
              
              1,026,712
              
              
              ---Total
                  current liabilities
              
              
              
              
              
              5,697,153
              
              
              5,572,253
              
              
              (124,900
              )Stockholders’
                  equity:Preferred
                  stock, $.001 par value5,000,000
                  shares authorizedSeries
                  A: 15,000 shares issued and outstanding
              
              
              
              
              
              15
              
              
              15
              
              
              ---Series
                  B: 40,000 shares issued and outstanding
              
              
              
              
              
              40
              
              
              40
              
              
              ---Common
                  stock, $.001 par value50,000,000
                  shares authorized10,509,609
                  shares issued and outstanding
              
              
              
              
              
              10,509
              
              
              10,509
              
              
              ---Paid-in
                  capital
              
              
              
              
              
              6,486,881
              
              
              6,486,881
              
              
              ---Retained
                  (deficit)
              
              
              
              
              
              (2,163,281
              )
              
              (2,299,256
              )
              
              (135,975
              )Total
                  stockholders’ equity
              
              
              
              
              
              4,334,164
              
              
              4,198,189
              
              
              (135,975
              )Total
                  liabilities and stockholders’ equity
              
              
              
              
              $
              10,031,317
              
              $
              9,770,442
              
              $
              (260,875
              )(a)Decrease
                  from exclusion of revenue from BMG inventory and cost of BMG
                  inventory.(b)Increase
                  from net income tax effects of changes.(c)Decrease
                  from elimination of duplicate payable to third-party rebate
                  processor.(d)Decrease
                  from royalty effects of BMG inventory
                  transaction.
  F-18
  **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF OPERATIONS****For
                  the Year Ended December 31, 2000****As
                  Previously Reported**
              
              
              **As
                  Restated**
              
              
              **Change**Revenues,
                  net of reserves and allowances
              $
              7,154,964
              
              $
              7,038,451
              
              $
              (116,513
              )
              (a)Cost
                  of sales
              
              2,270,144
              
              
              2,404,436
              
              
              134,292
              
              (b)Gross
                  profit
              
              
              
              
              
              4,884,820
              
              
              4,634,015
              
              
              (250,805
              )Operating
                  expenses:Sales
                  and marketing
              
              
              
              
              
              1,653,232
              
              
              1,429,362
              
              
              (223,870
              )
              (c)General
                  and administrative
              
              
              
              
              
              6,471,286
              
              
              6,345,405
              
              
              (125,881
              )
              (d)Bad
                  debt expense
              
              
              
              
              
              18,024
              
              
              18,024
              
              
              ---Amortization
                  expense
              
              
              
              
              
              585,140
              
              
              585,140
              
              
              ---Depreciation
                  expense
              
              
              
              
              
              26,385
              
              
              26,385
              
              
              ---Total
                  operating expenses
              
              
              
              
              
              8,754,067
              
              
              8,404,316
              
              
              (349,751
              )Earnings
                  (loss) from operations
              
              (3,869,247
              )
              
              (3,770,301
              )
              
              98,946
              
              (e)Interest
                  income
              
              10,171
              
              
              10,171
              
              
              ---Other
                  income
              
              2,873
              
              
              2,873
              
              
              ---Interest
                  expense
              
              (58,939
              )
              
              (58,939
              )
              
              ---Income
                  (Loss) before income taxes
              
              
              
              
              
              (3,915,142
              )
              
              (3,816,196
              )
              
              98,946Provision
                  for income taxes
              
              1,561,003
              
              
              1,561,003
              
              
              ---Income
                  before extraordinary item
              
              
              
              
              
              (2,354,139
              )
              
              (2,255,193
              )
              
              98,946Extraordinary
                  item
              
              ---
              
              
              ---
              
              
              ---Net
                  income (loss)
              
              
              
              
              $
              (2,354,139
              )
              $
              (2,255,193
              )
              $
              98,946Net
                  earnings (loss) per share:Basic
              
              
              
              
              $
              (0.24
              )
              $
              (0.23
              )
              $
              0.01Diluted
              
              
              
              
              $
              (0.24
              )
              $
              (0.23
              )
              $
              0.01Weighted
                  average shares outstanding (Note 14):Basic
              
              
              
              
              
              9,790,868
              
              
              9,791,535
              
              
              667
              
              (f)Diluted
              
              
              
              
              
              9,790,868
              
              
              9,791,535
              
              
              667
              
              (f)(a)Decrease
                  from reclassifying rebate expenses from sales and marketing
                  expenses.(b)Increase
                  from reclassification of fulfillment and freight-out from sales
                  and
                  marketing expenses and general
                  and administrative expenses.(c)Decrease
                  from reclassification of rebates against revenue and fulfillment
                  to cost
                  of sales.(d)Decrease
                  from reclassification of freight-out to cost of sales.(e)Net
                  change from correction of duplicate payable to third-party rebate
                  processor.(f)Correction
                  of math error.
  F-19
  
 **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****For
                  the Year Ended December 31,2000****As
                  Previously Reported**
              
              
              **As
                  Restated**
              
              
              **Change**Cash
                  flows from operating activities:Cash
                  received from customers
              
              
              
              
              $
              6,704,383
              
              $
              6,704,383
              
              $
              ---Cash
                  paid to suppliers and employees
              
              
              
              
              
              (5,725,619
              )
              
              (5,725,619
              )
              
              ---Interest
                  paid
              
              
              
              
              
              (1,424
              )
              
              (1,424
              )
              
              ---Interest
                  received
              
              
              
              
              
              4,827
              
              
              4,827
              
              
              ---Income
                  taxes paid
              
              
              
              
              
              (3,272
              )
              
              (3,272
              )
              
              ---Net
                  cash provided by operating activities
              
              
              
              
              
              978,895
              
              
              978,895
              
              
              ---Cash
                  flows from investing activities:Cash
                  received in merger with Reagan Holdings, Inc.
              
              
              
              
              
              701
              
              
              701
              
              
              ---Cash
                  paid for note receivable
              
              
              
              
              
              (240,000
              )
              
              (240,000
              )
              
              ---Acquisition
                  of property, plant and equipment
              
              
              
              
              
              (35,538
              )
              
              (35,538
              )
              
              ---Deposits
                  made
              
              
              
              
              
              (250
              )
              
              (250
              )
              
              ---Cash
                  paid for software license agreement
              
              
              
              
              
              (2,073,788
              )
              
              (2,073,788
              )
              
              ---Website
                  development costs
              
              
              
              
              
              (8,343
              )
              
              (8,343
              )
              
              ---Net
                  cash (used) by investing activities
              
              
              
              
              
              (2,357,218
              )
              
              (2,357,218
              )
              
              ---Cash
                  flows from financing activities:Proceeds
                  from issuance of note payable
              
              
              
              
              
              549,000
              
              
              549,000
              
              
              ---Proceeds
                  from issuance of common stock
              
              
              
              
              
              703,819
              
              
              703,819
              
              
              ---Net
                  cash provided by financing activities
              
              
              
              
              
              1,252,819
              
              
              1,252,819
              
              
              ---Net
                  increase in cash and cash equivalents
              
              (125,504
              )
              
              (125,504
              )
              
              ---Cash
                  and cash equivalents, beginning of year
              
              147,272
              
              
              147,272
              
              
              ---Cash
                  and cash equivalents, end of year
              
              
              
              
              $
              21,768
              
              $
              21,768
              
              $
              ---Reconciliation
                  of net income (loss) to cash flows from operating
                  activities:Net
                  income (loss)
              
              
              
              
              $
              (2,354,139
              )
              $
              (2,255,193
              )
              $
              98,946Adjustments
                  to reconcile net income (loss) to net cashprovided
                  by operating activities:Stock
                  and warrants issued for services
              
              
              
              
              
              3,422,270
              
              
              3,422,270
              
              
              ---Provision
                  for bad debts
              
              
              
              
              
              18,024
              
              
              18,024
              
              
              ---Depreciation
                  & amortization
              
              
              
              
              
              611,525
              
              
              611,525
              
              
              ---Change
                  in assets and liabilities:(Increase)
                  in accounts receivable
              
              
              
              
              
              (604,174
              )
              
              (604,174
              )
              
              ---(Increase)
                  in inventories
              
              
              
              
              
              (72,554
              )
              
              (72,554
              )
              
              ---(Increase)
                  in prepaid expenses
              
              
              
              
              
              (21,244
              )
              
              (21,244
              )
              
              ---Increase
                  in accrued royalties
              
              
              
              
              
              870,602
              
              
              870,602
              
              
              ---Increase
                  (decrease) in accounts payable
              
              
              
              
              
              92,729
              
              
              (6,216
              )
              
              (98,945
              )
              (a)(Decrease)
                  in income taxes payable
              
              
              
              
              
              (730,716
              )
              
              (730,716
              )
              
              ---(Decrease)
                  in deferred taxes
              
              
              
              
              
              (833,559
              )
              
              (833,559
              )
              
              ---Increase
                  in other liabilities
              
              
              
              
              
              580,131
              
              
              580,130
              
              
              (1
              )
              (b)Net
                  cash provided by operating activities
              
              
              
              
              $
              978,895
              
              $
              978,895
              
              $
              ---(a)Decrease
                  from correction of duplicate payable to third-party rebate
                  processor.(b)Rounding
                  difference.
 
 F-20
  During
        the year ended December 31, 1999, we erroneously recognized revenue associated
        with inventory retained by TLC as part of a certain amended Asset Purchase
        Agreement dated June 30, 1999. The amended Asset Purchase Agreement provided
        for
        the purchase of all inventories of raw materials, works-in-process, finished
        goods and materials of Parsons Technology, Inc., including components that
        were
        then located at Parsons’ Cedar Rapids, Iowa locations. The amended Asset
        Purchase Agreement indicated that any inventories located at any facility
        of
        BMG, TLC’s third-party manufacturer, were to be retained by TLC and not included
        in the purchase. This error was discovered during 2001 and was previously
        reported as an adjustment to beginning retained earnings on the 2001 Form
        10-KSB
        filed thereon. Accordingly, we have restated our consolidated balance sheet
        as
        of December 31, 1999 and our consolidated statements of operations, consolidated
        statements of stockholders’ equity, and consolidated statements of cash flows
        for the year then ended.
  A
        summary
        of the effects of these changes is as follows:
 
 **Findex.com,
                  Inc.****CONSOLIDATED
                  BALANCE SHEETS****December
                  31, 1999****As
                  Previously
                  Reported**
              
              
              **As
                  Restated**
              
              
              **Change****Assets**Current
                  assets:Cash
                  and cash equivalents
              
              
              
              
              $
              147,272
              
              $
              147,272
              
              $
              ---Accounts
                  receivable, trade (net of allowance of $11,000)
              
              
              
              
              
              942,568
              
              
              383,367
              
              
              (559,201
              )
              (a)Inventories
                  (Note 3)
              
              
              
              
              
              545,348
              
              
              545,348
              
              
              ---Prepaid
                  Expenses
              
              
              
              
              
              13,603
              
              
              13,603
              
              
              ---Total
                  current assets
              
              
              
              
              
              1,648,791
              
              
              1,089,590
              
              
              (559,201
              )Property
                  and equipment, net (Note 4)
              
              97,973
              
              
              97,973
              
              
              ---Software
                  license (Note 5)
              
              4,858,695
              
              
              4,858,695
              
              
              ---Other
                  assets
              
              9,108
              
              
              9,108
              
              
              ---Total
                  assets
              
              
              
              
              $
              6,614,567
              
              $
              6,055,366
              
              $
              (559,201
              )**Liabilities
                  and stockholders’ equity**Current
                  liabilities:Accounts
                  payable, trade
              
              
              
              
              $
              1,153,561
              
              $
              1,153,561
              
              $
              ---Accrued
                  royalties
              
              
              
              
              
              754,825
              
              
              728,871
              
              
              (25,954
              )
              (b)Accrued
                  income taxes
              
              
              
              
              
              770,000
              
              
              602,000
              
              
              (168,000
              )
              (c)Accrued
                  technical support
              
              
              
              
              
              235,300
              
              
              235,300
              
              
              ---Accrued
                  expenses
              
              
              
              
              
              253,011
              
              
              253,011
              
              
              ---License
                  fee payable (Note 4)
              
              
              
              
              
              744,360
              
              
              614,034
              
              
              (130,326
              )
              (d)Total
                  current liabilities
              
              
              
              
              
              3,911,057
              
              
              3,586,777
              
              
              (324,280
              )Note
                  payable (Note 3)
              
              200,000
              
              
              200,000
              
              
              ---Commitments
                  and contingencies (Note 18)Stockholders’
                  equity (Note 9):Preferred
                  stock, $.001 par value5,000,000
                  shares authorizedSeries
                  A: 20,000 shares issued and outstanding
              
              
              
              
              
              20
              
              
              20
              
              
              ---Series
                  B: 67,500 shares issued and outstanding
              
              
              
              
              
              68
              
              
              68
              
              
              ---Common
                  stock, $.001 par value50,000,000
                  shares authorized9,072,312
                  shares issued and outstanding
              
              
              
              
              
              9,072
              
              
              9,072
              
              
              ---Paid-in
                  capital
              
              
              
              
              
              2,248,618
              
              
              2,248,618
              
              
              ---Retained
                  (deficit)
              
              
              
              
              
              245,732
              
              
              10,811
              
              
              (234,921
              )Total
                  stockholders’ equity
              
              
              
              
              
              2,503,510
              
              
              2,268,589
              
              
              (234,921
              )Total
                  liabilities and stockholders’ equity
              
              
              
              
              $
              6,614,567
              
              $
              6,055,366
              
              $
              (559,201
              )(a)Decrease
                  from exclusion of inventory at TLC’s BMG facility (originally treated as
                  purchased and re-sold
                  to TLC).(b)Decrease
                  from excluding royalty effects of BMG inventory.(c)Decrease
                  from income tax effects of excluding BMG inventory.(d)Decrease
                  from excluding the cost of BMG inventory (originally treated as
                  purchased
                  and re-sold to TLC).
  F-21
  **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF OPERATIONS****For
                  the Year Ended December 31, 1999****As
                  Previously Reported**
              
              
              **As
                  Restated**
              
              
              **Change**Revenues,
                  net of reserves and allowances
              $
              6,513,408
              
              $
              5,954,207
              
              $
              (559,201
              )
              (a)Cost
                  of sales (Note 10)
              
              1,800,021
              
              
              1,643,741
              
              
              (156,280
              )
              (b)Gross
                  profit
              
              
              
              
              
              4,713,387
              
              
              4,310,466
              
              
              (402,921
              )Operating
                  expenses:Sales
                  and marketing
              
              
              
              
              
              1,039,581
              
              
              1,039,581
              
              
              ---General
                  and administrative
              
              
              
              
              
              1,550,529
              
              
              1,550,529
              
              
              ---Bad
                  debt expense
              
              
              
              
              
              11,000
              
              
              11,000
              
              
              ---Amortization
                  expense
              
              
              
              
              
              276,879
              
              
              276,879
              
              
              ---Depreciation
                  expense
              
              
              
              
              
              8,427
              
              
              8,427
              
              
              ---Total
                  operating expenses
              
              
              
              
              
              2,886,416
              
              
              2,886,416
              
              
              ---Earnings
                  from operations
              
              1,826,971
              
              
              1,424,050
              
              
              (402,921
              )Interest
                  income
              
              4,405
              
              
              4,405
              
              
              ---Loss
                  on abandonment of property
              
              ---
              
              
              ---
              
              
              ---Interest
                  expense
              
              (4,024
              )
              
              (4,024
              )
              
              ---Income
                  (Loss) before income taxes
              
              
              
              
              
              1,827,352
              
              
              1,424,431
              
              
              (402,921
              )Provision
                  for income taxes (Note 8)
              
              (770,000
              )
              
              (602,000
              )
              
              168,000
              
              (c)Net
                  income
              
              
              
              
              $
              1,057,352
              
              $
              822,431
              
              $
              (234,921
              )Net
                  earnings per share:Basic
              
              
              
              
              $
              0.14
              
              $
              0.11
              
              $
              (0.03
              )Diluted
              
              
              
              
              $
              0.13
              
              $
              0.10
              
              $
              (0.03
              )Weighted
                  average shares outstanding (Note 14):Basic
              
              
              
              
              
              7,767,416
              
              
              7,767,416
              
              
              ---Diluted
              
              
              
              
              
              8,052,720
              
              
              8,035,085
              
              
              (17,635
              )
              (d)(a)Decrease
                  from exclusion of inventory at TLC’s BMG facility (originally treated as
                  purchased and re-sold
                  to TLC).(b)Decrease
                  from exclusion of the cost of and royalty effects of inventory
                  at TLC’s
                  BMG facility.(c)Income
                  tax effects of excluding the BMG inventory transaction.(d)Decrease
                  from correction of a math error in calculation of potentially dilutive
                  common stock options.
  F-22
  **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****For
                  the Year Ended December 31, 1999****As
                  Previously Reported**
              
              
              **As
                  Restated**
              
              
              **Change**Cash
                  flows from operating activities:Net
                  income
              
              
              
              
              $
              1,057,352
              
              $
              822,431
              
              $
              (234,921
              )Adjustments
                  to reconcile net income to net cashprovided
                  (used) by operating activities:Provision
                  for bad debts
              
              
              
              
              
              11,000
              
              
              11,000
              
              
              ---Depreciation
                  & amortization
              
              
              
              
              
              285,306
              
              
              285,306
              
              
              ---Change
                  in assets and liabilities:(Increase)
                  in accounts receivable
              
              
              
              
              
              (3,308,332
              )
              
              (2,749,131
              )
              
              559,201
              
              (a)(Increase)
                  in inventories
              
              
              
              
              
              (545,348
              )
              
              (545,348
              )
              
              ---(Increase)
                  decrease in prepaid expenses
              
              
              
              
              
              (13,603
              )
              
              (13,603
              )
              
              ---Increase
                  in accrued royalties
              
              
              
              
              
              754,825
              
              
              728,871
              
              
              (25,954
              )
              (b)Increase
                  in accounts payable
              
              
              
              
              
              1,063,417
              
              
              933,091
              
              
              (130,326
              )
              (c)Increase
                  in income taxes payable
              
              
              
              
              
              770,000
              
              
              602,000
              
              
              (168,000
              )
              (d)Increase
                  in other liabilities
              
              
              
              
              
              484,776
              
              
              484,776
              
              
              ---Net
                  cash provided by operating activities
              
              
              
              
              
              559,393
              
              
              559,393
              
              
              ---Cash
                  flows from investing activities:Acquisition
                  of property, plant and equipment
              
              
              
              
              
              (106,400
              )
              
              (106,400
              )
              
              ---Deposits
                  paid
              
              
              
              
              
              (859
              )
              
              (859
              )
              
              ---Cash
                  paid for software license agreement
              
              
              
              
              
              (2,035,074
              )
              
              (2,035,074
              )
              
              ---Net
                  cash (used) by investing activities
              
              
              
              
              
              (2,142,333
              )
              
              (2,142,333
              )
              
              ---Cash
                  flows from financing activities:Proceeds
                  from issuance of note payable
              
              
              
              
              
              200,000
              
              
              200,000
              
              
              ---Proceeds
                  from issuance of preferred stock
              
              
              
              
              
              1,550,000
              
              
              1,550,000
              
              
              ---Stock
                  offering costs paid
              
              
              
              
              
              (20,000
              )
              
              (20,000
              )
              
              ---Net
                  cash provided by financing activities
              
              
              
              
              
              1,730,000
              
              
              1,730,000
              
              
              ---Net
                  increase in cash and cash equivalents
              
              147,060
              
              
              147,060
              
              
              ---Cash
                  and cash equivalents, beginning of year
              
              212
              
              
              212
              
              
              ---Cash
                  and cash equivalents, end of year
              
              
              
              
              $
              147,272
              
              $
              147,272
              
              $
              ---(a)Decrease
                  from exclusion of inventory at TLC’s BMG facility (originally treated as
                  purchased and re-sold
                  to TLC).(b)Decrease
                  from excluding royalty effects of BMG inventory.(c)Decrease
                  from excluding the cost of BMG inventory (originally treated as
                  purchased
                  and re-sold to TLC).(d)Decrease
                  from income tax effects of excluding BMG
                  inventory.
 
 Various
        footnote disclosures have been restated to reflect the corrections detailed
        above.
  F-23
  **Signatures**





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





**FINDEX.COM,
                INC.**By:
                /s/ Steven MaloneSteven
                MalonePresident
                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
            
            September 28,
                2005Steven
                Malone
            
            Executive
                Officer (principal executive officer)/s/
                John A. Kuehne
            
            Director
            
            September 28,
                2005John
                A. Kuehne/s/
                Henry M. Washington
            
            Director
            
            September 28,
                2005Henry
                M. Washington/s/
                Kirk R. Rowland
            
            Director
                and Chief Financial Officer
            
            September 28,
                2005Kirk
                R. Rowland
            
            (principal
                financial and accounting officer)





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