**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**


(Mark
      One)





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





For
      the
      quarterly period ended June 30, 2005.





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





For
      the
      transition period from ________ to _________.





Commission
      File Number: 0-29963





**FINDEX.COM,
      INC.**


(Exact
      name of small business issuer as specified 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)





(402)
      333-1900


(Issuer’s
      telephone number)





NA.





(Former
      name, former address and former fiscal year, if changed since last
      report)








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 [_]**








**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court.  **Yes
      [_] No [_]**








**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 48,619,855 common shares as of August 19,
      2005.





Transitional
      Small Business Disclosure Format (Check one):   **Yes
      [_] No [X]**





**TABLE
      OF
      CONTENTS**





**Page
                Number****PART
                I - FINANCIAL INFORMATION**ITEM
                1. Financial
                Statements.
            F-1ITEM
                2. Management’s Discussion and Analysis or Plan of
                Operation.
            1ITEM
                3. Controls and
                Procedures.
            10**PART
                II - OTHER INFORMATION**ITEM
                1. Legal Proceedings.
            11ITEM
                2. Unregistered Sales of Equity Securities and Use
                of Proceeds.
            11ITEM
                3. Defaults Upon Senior
                Securities.
            11ITEM
                4. Submission of Matters to a Vote of Security
                Holders.
            11ITEM
                5. Other Information.
            11ITEM
                6. Exhibits.
            11








**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL
      STATEMENTS.**





**Findex.com,
                Inc.****CONDENSED
                CONSOLIDATED BALANCE SHEET****(Unaudited)****June
                30, 2005****Assets**Current
                assets:Cash
                and cash equivalents
            
            **$**
            **95,941**Accounts
                receivable, trade
            
            
            **617,692**Inventory
            
            
            **225,887**Other
                current assets
            
            
            **359,461**Total
                current assets
            
            
            **1,298,981**Property
                and equipment, net
            
            
            **134,350**Software
                license, net
            
            
            **2,014,030**Capitalized
                software development costs, net
            
            
            **931,103**Other
                assets
            
            
            **532,072**Total
                assets
            
            **$**
            **4,910,536****Liabilities
                and stockholders’ equity**Current
                liabilities:Accounts
                payable, trade
            
            **$**
            **650,984**Accrued
                royalties
            
            
            **304,752**Other
                current liabilities
            
            
            **495,573**Total
                current liabilities
            
            
            **1,451,309**Long-term
                obligations
            
            
            **179,317**Commitments
                and contingenciesStockholders’
                equity:Common
                stock
            
            
            **48,620**Paid-in
                capital
            
            
            **9,198,417**Retained
                (deficit)
            
            
            **(5,967,127**
            **)**Total
                stockholders’ equity
            
            
            **3,279,910**Total
                liabilities and stockholders’ equity
            
            **$**
            **4,910,536***See
                accompanying notes.*





F-1
 Table
          of Contents





**Findex.com,
                Inc.****CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS****(Unaudited)****Three
                Months Ended June 30,**
            **Six
                Months Ended June 30,****2005**
            
            
            2004
            
            
            **2005**
            
            
            2004Revenues,
                net of reserves and allowances
            
            **$**
            **1,276,996**
            
            $
            1,211,722
            
            **$**
            **2,954,410**
            
            $
            2,778,115Cost
                of sales
            
            
            **450,993**
            
            
            271,410
            
            
            **959,778**
            
            
            740,069Gross
                profit
            
            
            **826,003**
            
            
            940,312
            
            
            **1,994,632**
            
            
            2,038,046Operating
                expenses:Sales
                and marketing
            
            
            **307,521**
            
            
            267,902
            
            
            **734,968**
            
            
            510,501General
                and administrative
            
            
            **690,078**
            
            
            615,895
            
            
            **1,325,796**
            
            
            1,171,574Bad
                debt expense
            
            
            **22,016**
            
            
            ---
            
            
            **22,669**
            
            
            2,500Depreciation
                and amortization
            
            
            **145,780**
            
            
            139,187
            
            
            **291,548**
            
            
            274,639Total
                operating expenses
            
            
            **1,165,395**
            
            
            1,022,984
            
            
            **2,374,981**
            
            
            1,959,214Income
                (loss) from operations
            
            
            **(339,392**
            **)**
            
            (82,672
            )
            
            **(380,349**
            **)**
            
            78,832Other
                expenses, net
            
            
            **(2,920**
            **)**
            
            (16,188
            )
            
            **(6,775**
            **)**
            
            (30,518
            )Income
                (loss) before income taxes
            
            
            **(342,312**
            **)**
            
            (98,860
            )
            
            **(387,124**
            **)**
            
            48,314Provision
                for income taxes
            
            
            **149,669**
            
            
            (31,011
            )
            
            **299,158**
            
            
            (61,322
            )Net
                loss
            
            **$**
            **(192,643**
            **)**
            $
            (129,871
            )
            
            **(87,966**
            **)**
            
            (13,008
            )Retained
                deficit at beginning of year
            
            **(5,879,161**
            **)**
            
            (7,255,023
            )Retained
                deficit at end of period
            
            
            **$**
            **(5,967,127**
            **)**
            $
            (7,268,031
            )Net
                earnings per share:Basic
            
            **$**
            **---**
            
            $
            (0.01
            )
            **$**
            **---**
            
            $
            ---Diluted
            
            **$**
            **---**
            
            $
            (0.01
            )
            **$**
            **---**
            
            $
            ---Weighted
                average shares outstanding:Basic
            
            
            **48,619,855**
            
            
            23,276,312
            
            
            **48,619,855**
            
            
            22,143,875Diluted
            
            
            **48,619,855**
            
            
            23,276,312
            
            
            **48,619,855**
            
            
            22,143,875*See
                accompanying notes.*





F-2
 Table
          of Contents





**Findex.com,
                Inc.****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****(Unaudited)**Six
                Months Ended June 30
            
            
            **2005**
            
            
            2004Cash
                flows from operating activities:Cash
                received from customers
            
            **$**
            **2,887,090**
            
            $
            2,687,874Cash
                paid to suppliers and employees
            
            
            **(2,531,135**
            **)**
            
            (2,691,400
            )Other
                operating activities, net
            
            
            **1,323**
            
            
            205,739Net
                cash provided by operating activities
            
            
            **357,278**
            
            
            202,213Cash
                flows from investing activities:Software
                development costs
            
            
            **(594,161**
            **)**
            
            (178,049
            )Other
                investing activities, net
            
            
            **20,000**
            
            
            (50,933
            )Net
                cash (used) by investing activities
            
            
            **(574,161**
            **)**
            
            (228,982
            )Cash
                flows from financing activities:Payments
                on line of credit, net
            
            
            **---**
            
            
            (2,999
            )Payments
                made on long-term notes payable
            
            
            **(28,535**
            **)**
            
            (50,890
            )Net
                cash (used) by financing activities
            
            
            **(28,535**
            **)**
            
            (53,889
            )Net
                (decrease) in cash and cash equivalents
            
            
            **(245,418**
            **)**
            
            (80,658
            )Cash
                and cash equivalents, beginning of year
            
            
            **341,359**
            
            
            142,022Cash
                and cash equivalents, end of period
            
            **$**
            **95,941**
            
            $
            61,364Reconciliation
                of net loss to cash flows from operating activities:Net
                loss
            
            **$**
            **(87,966**
            **)**
            $
            (13,008
            )Adjustments
                to reconcile net loss to net cashprovided
                by operating activities:Software
                development costs amortized
            
            
            **364,347**
            
            
            258,258Stock
                and warrants issued for services
            
            
            **---**
            
            
            44,186Rebate
                reserve adjustment
            
            
            **---**
            
            
            (266,301
            )Provision
                for bad debts
            
            
            **22,669**
            
            
            2,500Depreciation
                & amortization
            
            
            **291,548**
            
            
            274,639Loss
                on disposal of property, plant and equipment
            
            
            **1,869**
            
            
            ---Change
                in assets and liabilities:(Increase)
                decrease in accounts receivable
            
            
            **(73,542**
            **)**
            
            180,062Decrease
                in inventories
            
            
            **8,113**
            
            
            110,697Decrease
                in refundable taxes
            
            
            **7,164**
            
            
            ---(Increase)
                decrease in prepaid expenses
            
            
            **30,177**
            
            
            (75,406
            )Increase
                (decrease) in accrued royalties
            
            
            **17,238**
            
            
            (204,937
            )Increase
                (decrease) in accounts payable
            
            
            **29,180**
            
            
            (174,711
            )Increase
                in income taxes payable
            
            
            **180**
            
            
            700Increase
                (decrease) in deferred taxes
            
            
            **(299,338**
            **)**
            
            60,625Increase
                in other liabilities
            
            
            **45,639**
            
            
            4,909Net
                cash provided by operating activities
            
            **$**
            **357,278**
            
            $
            202,213*See
                accompanying notes.*


F-3
 Table
          of Contents


**Findex.com,
      Inc.**


**Notes
      to Condensed Consolidated Financial Statements**


**June
      30, 2005**


**(Unaudited)**





**NOTE
      1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**BASIS
      OF PRESENTATION**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with Generally Accepted Accounting Principles for interim
      financial information and with the instructions to Form 10-QSB and Item 310
      of
      Regulation S-B. Accordingly, they do not include all of the information and
      footnotes required by Generally Accepted Accounting Principles for complete
      financial statements. The accompanying unaudited condensed consolidated
      financial statements reflect all adjustments that, in the opinion of management,
      are considered necessary for a fair presentation of the financial position,
      results of operations, and cash flows for the periods presented. The results
      of
      operations for such periods are not necessarily indicative of the results
      expected for the full fiscal year or for any future period. The accompanying
      financial statements should be read in conjunction with the audited consolidated
      financial statements of Findex.com, Inc. included in our Form 10-KSB/A for
      the
      fiscal year ended December 31, 2004.





**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 we will
      ultimately incur or recover could differ materially from current
      estimates.





**INVENTORY**





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





**ACCOUNTING
      FOR LONG-LIVED ASSETS**





We
      review
      property and equipment and intangible assets 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 our carrying amount
      to future net cash flows the assets are expected to generate. If such assets
      are
      considered to be impaired, the impairment to be recognized is measured by the
      amount by which the carrying amount of the asset exceeds its fair market value.
      Property and equipment to be disposed of are reported at the lower of the
      carrying amount or fair value less costs to sell.





**INTANGIBLE
      ASSETS**





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, *Goodwill
      and Other Intangible Assets* ,
      intangible assets with an indefinite useful life are not amortized. Intangible
      assets with a finite useful life are amortized on the straight-line method
      over
      the estimated useful lives. The software license is amortized over a 10 year
      useful life.





F-4
 Table
          of Contents




**SOFTWARE
      DEVELOPMENT COSTS**





In
      accordance with SFAS No. 86, *Accounting
      for the Costs of Computer Software to Be Sold, Leased, or Otherwise
      Marketed* ,
      software development costs are expensed as incurred until technological
      feasibility and marketability has been established, generally with release
      of a
      beta version for customer testing. Once the point of technological feasibility
      and marketability is reached, direct production costs (including labor directly
      associated with the development projects), indirect costs (including allocated
      fringe benefits, payroll taxes, facilities costs, and management supervision),
      and other direct costs (including costs of outside consultants, purchased
      software to be included in the software product being developed, travel
      expenses, material and supplies, and other direct costs) are capitalized until
      the product is available for general release to customers. We amortize
      capitalized costs on a product-by-product basis. Amortization for each period
      is
      the greater of the amount computed using (i) the straight-line basis over the
      estimated product life (generally from 12 to 18 months), or (ii) the ratio
      of
      current revenues to total projected product revenues. Total cumulative
      capitalized software development costs were $2,342,895, less accumulated
      amortization of $1,411,792 at June 30, 2005.





Capitalized
      software development costs are stated at the lower of amortized costs or net
      realizable value. Recoverability of these capitalized costs is determined at
      each balance sheet date by comparing the forecasted future revenues from the
      related products, based on management’s best estimates using appropriate
      assumptions and projections at the time, to the carrying amount of the
      capitalized software development costs. If the carrying value is determined
      not
      to be recoverable from future revenues, an impairment loss is recognized equal
      to the amount by which the carrying amount exceeds the future revenues. To
      date,
      no capitalized costs have been written down to net realizable
      value.





SFAS
      No.
      2, *Accounting
      for Research and Development Costs* ,
      established accounting and reporting standards for research and development.
      In
      accordance with SFAS No. 2, costs we incur to enhance our existing products
      after general release to the public (bug fixes) are expensed in the period
      they
      are incurred and included in research and development costs. Research and
      development costs incurred prior to determination of technological feasibility
      and marketability and after general release to the public and charged to expense
      were $67,243 and $43,696 for the six months ended June 30, 2005 and 2004
      respectively.





We
      capitalize costs related to the development of computer software developed
      or
      obtained for internal use in accordance with the American Institute of Certified
      Public Accountants Statement of Position (“SOP”) 98-1, *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* .
      Software obtained for internal use has generally been enterprise level business
      and finance software that we customize to meet our specific operational needs.
      We have not sold, leased, or licensed software developed for internal use to
      our
      customers and have no intention of doing so in the future.





We
      capitalize costs related to the development and maintenance of our Website
      in
      accordance with Financial Accounting Standard Board’s (“FASB’s”) Emerging Issues
      Task Force (“EITF”) Issue No. 00-2, *Accounting
      for Website Development Costs* .
      Under
      EITF Issue No. 00-2, costs expensed as incurred are as follows:





§
            planning
                the Website,§
            developing
                the applications and infrastructure until technological feasibility
                is
                established,§
            developing
                graphics such as borders, background and text colors, fonts, frames,
                and
                buttons, and§
            operating
                the site such as training, administration and
                maintenance.





Capitalized
      costs include those incurred to:





§
            obtain
                and register an Internet domain name,§
            develop
                or acquire software tools necessary for the development
                work,§
            develop
                or acquire software necessary for general Website
                operations,§
            develop
                or acquire code for web applications,§
            develop
                or acquire (and customize) database software and software to integrate
                applications such as corporate databases and accounting systems into
                web
                applications,§
            develop
                HTML web pages or templates,§
            install
                developed applications on the web server,§
            create
                initial hypertext links to other Websites or other locations within
                the
                Website, and§
            test
                the Website applications.





F-5
 Table
          of Contents




We
      amortize Website development costs on a straight-line basis over the estimated
      life of the site, generally 36 months. Total cumulative Website development
      costs, included in other assets on our condensed consolidated balance sheets,
      were $98,309, less accumulated amortization of $32,803 at June 30,
      2005.





**NET
      REVENUE**





We
      derive
      revenues from the sale of packaged software products, product support and
      multiple element arrangements that may include any combination of these items.
      We recognize software revenue for software products and related services in
      accordance with SOP 97-2, *Software
      Revenue Recognition* ,
      as
      modified by SOP 98-9, *Modification of SOP 97-2, With Respect to Certain Transactions* .
      We
      recognize revenue when persuasive evidence of an arrangement exists (generally
      a
      purchase order), we have delivered the product, the fee is fixed or determinable
      and collectibility is probable.





In
      some
      situations, we receive advance payments from our customers. We defer revenue
      associated with these advance payments until we ship the products or offer
      the
      support.





In
      accordance with EITF Issue No. 01-9, *Accounting
      for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s
      Product* ,
      we
      generally account for cash considerations (such as sales incentives - rebates
      and coupons) that we give to our customers as a reduction of revenue rather
      than
      as an operating expense.





***Product
      Revenue***





We
      typically recognize revenue from the sale of our packaged software products
      when
      we ship the product. We sell some of our products on consignment to a limited
      number of resellers. We recognize revenue for these consignment transactions
      only when the end-user sale has occurred. Revenue for software distributed
      electronically via the Internet is recognized when the customer has been
      provided with the access codes that allow the customer to take immediate
      possession of the software on its hardware and evidence of the arrangement
      exists (web order).





Some
      of
      our software arrangements involve multiple copies or licenses of the same
      program. These arrangements generally specify the number of simultaneous users
      the customer may have (multi-user license), or may allow the customer to use
      as
      many copies on as many computers as it chooses (a site license). Multi-user
      arrangements, generally sold in networked environments, contain fees that vary
      based on the number of users that may utilize the software simultaneously.
      We
      recognize revenue when evidence of an order exists and upon delivery of the
      authorization code to the consumer that will allow them the limited simultaneous
      access. Site licenses, generally sold in non-networked environments, contain
      a
      fixed fee that is not dependent on the number of simultaneous users. Revenue
      is
      recognized when evidence of an order exists and the first copy is delivered
      to
      the consumer.





Many
      of
      our software products contain additional content that is “locked” to prevent
      access until a permanent access code, or “key,” is purchased. We recognize
      revenue when evidence of an order exists and the customer has been provided
      with
      the access code that allows the customer immediate access to the additional
      content. All of the programs containing additional locked content are fully
      functional and the keys are necessary only to access the additional content.
      The
      customer’s obligation to pay for the software is not contingent on delivery of
      the “key” to access the additional content.





We
      reduce
      product revenue for estimated returns and price protections that are based
      on
      historical experience and other factors such as the volume and price mix of
      products in the retail channel, trends in retailer inventory and economic trends
      that might impact customer demand for our products. We also reduce product
      revenue for the estimated redemption of end-user rebates on certain current
      product sales. Our rebate reserves are estimated based on the terms and
      conditions of the specific promotional rebate program, actual sales during
      the
      promotion, the amount of redemptions received and historical redemption trends
      by product and by type of promotional program. We did not offer any rebate
      programs to our customers during the six months ended June 30, 2005 and 2004
      and
      maintain a reserve for rebate claims remaining unpaid from 2000.





***Service
      Revenue***





We
      offer
      several technical support plans and recognize support revenue over the life
      of
      the plans, generally one year.





F-6
 Table
          of Contents




***Multiple
      Element Arrangements***





We
      also
      enter into certain revenue arrangements for which we are obligated to deliver
      multiple products or products and services (multiple elements). For these
      arrangements, which include software products, we allocate and defer revenue
      for
      the undelivered elements based on their vendor-specific objective evidence
      (“VSOE”) of fair value. VSOE is generally the price charged when that element is
      sold separately.





In
      situations where VSOE exists for all elements (delivered and undelivered),
      we
      allocate the total revenue to be earned under the arrangement among the various
      elements, based on their relative fair value. For transactions where VSOE exists
      only for the undelivered elements, we defer the full fair value of the
      undelivered elements and recognize the difference between the total arrangement
      fee and the amount deferred for the undelivered items as revenue (residual
      method). If VSOE does not exist for undelivered items that are services, we
      recognize the entire arrangement fee ratably over the remaining service period.
      If VSOE does not exist for undelivered elements that are specified products,
      we
      defer revenue until the earlier of the delivery of all elements or the point
      at
      which we determine VSOE for these undelivered elements.




We
      recognize revenue related to the delivered products or services only if (i)
      the
      above revenue recognition criteria are met, (ii) any undelivered products or
      services are not essential to the functionality of the delivered products and
      services, (iii) payment for the delivered products or services is not contingent
      upon delivery of the remaining products or services, and (iv) we have an
      enforceable claim to receive the amount due in the event that we do not deliver
      the undelivered products or services.




***Shipping
      and Handling Costs***





We
      record
      the amounts we charge our customers for the shipping and handling of our
      software products as product revenue and we record the related costs as cost
      of
      sales on our condensed consolidated statements of operations.





***Customer
      Service and Technical Support***





Customer
      service and technical support costs include the costs associated with performing
      order processing, answering customer inquiries by telephone and through
      Websites, e-mail and other electronic means, and providing technical support
      assistance to our customers. In connection with the sale of certain products,
      we
      provide a limited amount of free technical support assistance to customers.
      We
      do not defer the recognition of any revenue associated with sales of these
      products, since the cost of providing this free technical support is
      insignificant. The technical support is provided within one year after the
      associated revenue is recognized and free product enhancements (bug fixes)
      are
      minimal and infrequent. We accrue the estimated cost of providing this free
      support upon product shipment and include it in cost of sales.





**INCOME
      TAXES**





We
      utilize 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
      our 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
      PER SHARE**





We
      follow
      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 shares of common stock outstanding for the period. Diluted
      EPS
      is computed by giving effect to all dilutive potential shares of common stock
      that were outstanding during the period. For us, dilutive potential shares
      of
      common stock consist of the incremental shares of common stock issuable upon
      the
      exercise of stock options and warrants for all periods, convertible notes
      payable and the incremental shares of common stock issuable upon the conversion
      of convertible preferred stock.





F-7
 Table
          of Contents




When
      discontinued operations, extraordinary items, and/or the cumulative effect
      of an
      accounting change are present, income before any of such items on a per share
      basis represents the “control number” in determining whether potential shares of
      common stock are dilutive or anti-dilutive. Thus, the same number of potential
      shares of common stock used in computing diluted EPS for income from continuing
      operations is used in calculating all other reported diluted EPS amounts. In
      the
      case of a net loss, it is assumed that no incremental shares would be issued
      because they would be anti-dilutive. In addition, certain options and warrants
      are considered anti-dilutive because the exercise prices were above the average
      market price during the period. Anti-dilutive shares are not included in the
      computation of diluted EPS, in accordance with SFAS No. 128.





**RECLASSIFICATIONS**





Certain
      accounts in the 2004 financial statements have been reclassified for comparative
      purposes to conform with the presentation in the 2005 financial
      statements.





**NOTE
      2 - INVENTORIES**





At
      June
      30, 2005, inventories consisted of the following:





Raw
                materials
            
            $
            138,587Finished
                goods
            
            
            87,300Inventories
            
            $
            225,887





During
      the six months ended June 30, 2004, we wrote-off obsolete inventory with a
      carried cost totaling $32,396. This has been included in cost of sales for
      2004.





**NOTE
      3 - INCOME TAXES**





The
      provision (benefit) for taxes on net income for the three and six months ended
      June 30, 2005 and 2004 consisted of the following:





**Three
                months ended June 30**
            
            **Six
                months ended June 30****2005**
            
            
            2004
            
            
            **2005**
            
            
            2004Current:Federal
            
            $
            ---
            
            $
            ---
            
            **$**
            **---**
            
            $
            ---State
            
            
            ---
            
            
            700
            
            
            **180**
            
            
            700---
            
            
            700
            
            
            **180**
            
            
            700Deferred:Federal
            
            
            **(141,093**
            **)**
            
            25,001
            
            
            **(282,186**
            **)**
            
            50,002State
            
            
            **(8,576**
            **)**
            
            5,310
            
            
            **(17,152**
            **)**
            
            10,620**(149,669**
            **)**
            
            30,311
            
            
            **(299,338**
            **)**
            
            60,622Total
                tax provision (benefit)
            
            
            **($149,669**
            **)**
            $
            31,011
            
            
            **($299,158**
            **)**
            $
            61,322





**NOTE
      4 - EARNINGS PER COMMON SHARE**





Earnings
      per common share are computed by dividing net income by the weighted average
      number of shares of common stock 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
      and
      warrants, assuming that we reinvested the proceeds to purchase additional shares
      at market value.





F-8
 Table
          of Contents




The
      following table shows the amounts used in computing earnings per common share
      and the effect on income and the average number of shares of dilutive potential
      common stock:





**For
                the Three Months Ended June 30**
            
            **2005**
            
            2004Net
                Income
            
            **$**
            **(192,643**
            **)**
            $
            (129,871
            )Preferred
                stock dividends
            
            
            **---**
            
            
            ---Net
                income available to common shareholders
            
            **$**
            **(192,643**
            **)**
            $
            (129,871
            )Basic
                weighted average shares outstanding
            
            
            **48,619,855**
            
            
            23,276,312Dilutive
                effect of:Stock
                options
            
            
            **---**
            
            
            ---Convertible
                notes payable
            
            
            **---**
            
            
            ---Convertible
                Preferred Series A
            
            
            **---**
            
            
            ---Convertible
                Preferred Series B
            
            
            **---**
            
            
            ---Warrants
            
            
            **---**
            
            
            ---Diluted
                weighted average shares outstanding
            
            
            **48,619,855**
            
            
            23,276,312





**For
                the Six Months Ended June 30**
            
            
            **2005**
            
            
            2004Net
                Income
            
            **$**
            **(87,966**
            **)**
            $
            (13,008
            )Preferred
                stock dividends
            
            
            **---**
            
            
            ---Net
                income available to common shareholders
            
            **$**
            **(87,966**
            **)**
            $
            (13,008
            )Basic
                weighted average shares outstanding
            
            
            **48,619,855**
            
            
            22,143,875Dilutive
                effect of:Stock
                options
            
            
            **---**
            
            
            ---Convertible
                notes payable
            
            
            **---**
            
            
            ---Convertible
                Preferred Series A
            
            
            **---**
            
            
            ---Convertible
                Preferred Series B
            
            
            **---**
            
            
            ---Warrants
            
            
            **---**
            
            
            ---Diluted
                weighted average shares outstanding
            
            
            **48,619,855**
            
            
            22,143,875





A
      total
      of 25,585,000 and 5,008,892 dilutive potential securities for the three and
      six
      months ended June 30, 2005 and 2004, respectively, have been excluded from
      the
      computation of diluted earnings per common share, as their inclusion would
      be
      anti-dilutive.




**NOTE 5
      - COMMITMENTS AND CONTINGENCIES**





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





Our
      employment agreements with our management team each contain a provision for
      an
      annual bonus equal to 1% of our net income (3% total). We accrue this bonus
      on a
      quarterly basis.





In
      2004,
      we reduced our reserve for rebates payable based, in part, on our ability to
      meet the financial obligation of claims carried forward from our last rebate
      program in 2001. As such, we may have a legal obligation to pay rebates in
      excess of the liability recorded.





As
      part
      of the July 2004 financing transaction, we entered into a certain Registration
      Rights Agreement with a New York based private investment partnership pursuant
      to which we committed to registering all of the shares issued as part of such
      transaction, including those issuable under each of the two warrants. Under
      the
      terms of the Registration Rights Agreement, as amended, we had until November
      12, 2004 to file a registration statement covering the shares already issued
      in
      the transaction, and we had another 150 days thereafter to have caused such
      registration statement to become effective. Upon receipt of the requisite
      stockholder approval to increase the number of authorized common shares so
      as to
      be able to deliver the warrants, which was effectively obtained as of November
      10, 2004 (and which increase was effectuated on November 10, 2004), we had
      30
      days in which to file a registration statement covering such shares (which
      was
      filed November 22, 2004), and another 150 days thereafter to cause such
      registration statement to become effective. Any delays in meeting these
      obligations results in our being liable to the New York based private investment
      partnership in an amount equal to $630,000 per year, pro-rated as appropriate
      for the duration of any such delay.





F-9
 Table
          of Contents




**NOTE 6
      - RISKS AND UNCERTAINTIES**





Our
      future operating results may be affected by a number of factors. We depend
      upon
      a number of major inventory and intellectual property suppliers. If a critical
      supplier had operational problems or ceased making material available to us,
      operations could be adversely affected.





**NOTE 7
      - SUBSEQUENT EVENTS**





As
      of
      August 19, 2005, the registration statement filed on November 22, 2004 had
      not
      yet been declared effective. Pursuant to a verbal agreement reached with the
      New
      York based private investment partnership in relation to the associated accruing
      penalties, we have agreed to cap the penalties and to pay the New York based
      private investment partnership an amount in cash that is yet to be determined.
      Although there can be no assurance, management is hopeful that we will cause
      the
      registration statement to be declared effective by September 30, 2005. If we
      are
      unsuccessful in causing the registration statement to be declared effective
      by
      the Securities and Exchange Commission (“SEC”) by September 30, 2005, however,
      and depending on how long any such delay in causing effectiveness to be declared
      by the SEC continues thereafter, it is likely to have a very material adverse
      effect on our business, our
      financial condition, including liquidity and profitability, and our results
      of
      operations.








































F-10
 Table
          of Contents




**ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.**
 
 ***Cautionary
        Statement Regarding Forward-Looking Statements***
 
 *This
        Form 10-QSB, press releases and certain information provided periodically
        in
        writing or orally by our officers or our agents contain statements which
        constitute forward-looking statements. The words “may”, “would”, “could”,
“will”, “expect”, “estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”
        and similar expressions and variations thereof are intended to specifically
        identify forward-looking statements. These statements appear in a number
        of
        places in this Form 10-QSB and include all statements that are not statements
        of
        historical fact regarding the intent, belief or current expectations of us,
        our
        directors or our officers, with respect to, among other things (i) our liquidity
        and capital resources, (ii) our financing opportunities and plans, (iii)
        our
        ability to attract customers to generate revenues, (iv) market and other
        trends
        affecting our future financial condition or results of operations, (v) our
        growth strategy and operating strategy, and (vi) the declaration and/or payment
        of dividends.*
 
 *Investors
        and prospective investors are cautioned that any such forward-looking statements
        are not guarantees of future performance and involve risks and uncertainties,
        and that actual results may differ materially from those projected in the
        forward-looking statements as a result of various factors. The factors that
        might cause such differences include, among others, those set forth in Part
        I,
        Item 2 of this quarterly report on Form 10-QSB, entitled Management’s Discussion
        and Analysis of Financial Condition and Results of Operations, including
        without
        limitation the risk factors contained in the company’s annual report on Form
        10-KSB/A for the period ending December 31, 2004. Except as required by law,
        we
        undertake no obligation to update any of the forward-looking statements in
        this
        Form 10-QSB after the date of this report.*
 
 This
        information should be read in conjunction with the financial statements and
        the
        notes thereto included in Item 1 of Part I of this Quarterly Report
        and the
        audited financial statements and notes thereto and Management’s Discussion and
        Analysis of Financial Condition and Results of Operations contained in the
        company’s Annual Report on Form 10-KSB/A for the fiscal year ended December
        31, 2004.
 
 **MANAGEMENT
        OVERVIEW**
 
 During
        the second quarter of 2005 and for the first time in our operating history,
        we
        introduced our flagship product, QuickVerse ® ,
        to the
        Macintosh ® Operating System platform. QuickVerse ® Macintosh
        is available in two new editions, QuickVerse ® Macintosh Black which has a suggested retail price of $99.95 and
        QuickVerse ® Macintosh
        White which has a suggested retail price of $49.95. We believe we are now
        the
        only publisher of Bible reference software for each of the Windows ® ,
        Macintosh ® ,
        PocketPC ® and
        Palm ® OS
        platforms. We also released an updated version of Bible Illustrator ® 3.0
        titled Sermon Builder ® 4.0
        during the second quarter of 2005. Sermon Builder ® 4.0 was
        the first update to this particular program in over six years and has a
        suggested retail price of $69.95. Sermon Builder ® 4.0 is
        ideal for pastors and teachers who want to create punctuated sermons,
        comprehensive lessons, and in-depth Bible studies. Furthermore, during the
        first
        quarter of 2005, and for the second consecutive year, we released an upgrade
        to
        our top-selling financial and data management software, Membership
        Plus ® ,
        and
        introduced two new QuickVerse ® editions, QuickVerse ® 2005
        Essentials and QuickVerse ® 2005
        Platinum. QuickVerse ® 2005
        Essentials appeals to those customers who are seeking their first Bible study
        software and it is a great way to begin a Bible study software collection.
        It
        has a suggested retail price of $49.95. QuickVerse ® 2005
        Platinum is the most comprehensive Bible study edition we have to offer and
        appeals to scholars who are serious about Bible study. It has a suggested
        retail
        price of $799.95. We believe that the unique features of the four new
        QuickVerse ® editions
        will provide us with an opportunity to broaden our customer base as our products
        are now available to PC and Macintosh users, and they appeal not only to
        those
        just beginning their journey into Bible study but also to the scholars who
        are
        searching for an in-depth knowledge of the Bible. As a result of these releases,
        as well as our release in December 2004 of our most recent upgrade to
        QuickVerse ® ,
        our
        second quarter 2005 revenues were higher than those during the second quarter
        of
        2004. Our performance during the three months ended June 30, 2005 marks the
        second straight year in which we have increased our gross revenues during
        our
        second quarter, which is typically one of our slower quarters in revenue
        growth
        due to the seasonality of our products. Although there can be no assurance,
        we
        believe that we can sustain our revenue growth through the third and fourth
        quarters based upon our development schedule which includes an update to
        our
        QuickVerse ® PDA
        software along with an update to our QuickVerse ® Windows
        software.
 
 -1-
 Table
            of Contents
  ***Results
        Of Operations for Quarters Ending June 30, 2005 and June 30,
        2004***
  **Statement
                    of Operations for Six Months Ended June 30**
                
                
                **2005**
                
                
                2004
                
                
                Change
                
                
                %Net
                    Revenues
                
                **$**
                **2,954,410**
                
                $
                2,778,115
                
                $
                176,295
                
                
                6
                %Cost
                    of Sales
                
                **$**
                **959,778**
                
                $
                740,069
                
                $
                219,709
                
                
                30
                %Gross
                    Profit
                
                **$**
                **1,994,632**
                
                $
                2,038,046
                
                $
                (43,414
                )
                
                -2
                %Total
                    Operating Expenses
                
                **$**
                **(2,374,981**
                **)**
                $
                (1,959,214
                )
                $
                (415,767
                )
                
                21
                %Other
                    Expenses
                
                **$**
                **(6,775**
                **)**
                $
                (30,518
                )
                $
                23,743
                
                
                -78
                %Income
                    (loss) before income taxes
                
                **$**
                **(387,124**
                **)**
                $
                48,314
                
                $
                (435,438
                )
                
                -901
                %Provision
                    for income taxes
                
                **$**
                **299,158**
                
                $
                (61,322
                )
                $
                360,480
                
                
                -588
                %Net
                    loss
                
                **$**
                **(87,966**
                **)**
                $
                (13,008
                )
                $
                (74,958
                )
                
                576
                %
  Our
        software products are highly seasonal. More than 50% of our annual sales
        are
        expected to occur in the five months of September through January; the five
        months of April through August are generally our weakest, generating only
        about
        33% of our annual sales.
 
 During
        the six months ended June 30, 2004, we wrote down a distinct category of
        obsolete inventory of approximately $32,000 which is included in cost of
        sales.
        We also wrote down a reserve for rebates payable due to a change in accounting
        estimate of approximately $266,000 which is included as an adjustment to
        revenue
        in accordance with EITF Issue No. 01-09 for the six months ended June 30,
        2004.
        These write down items had no effect on the cash flow statement. Our net
        income
        decreased approximately $63,000 from a net loss of approximately $130,000
        for
        the three months ended June 30, 2004 to a net loss of approximately $193,000
        for
        the three months ended June 30, 2005 and decreased approximately $75,000
        from a
        net loss of approximately $13,000 for the six months ended June 30, 2004
        to a
        net loss of approximately $88,000 for the six months ended June 30, 2005.
        For
        the six months ended June 30, 2004, we recognized approximately $44,000 in
        non-cash expenses related to issuances of shares of common stock to our board
        of
        directors and employees as well as warrants issued for services. For the
        six
        months ended June 30, 2005 we did not recognize any non-cash expenses related
        to
        shares of common stock and warrants issued for services.
 
 ***Revenues***
 
 We
        derive
        revenues from the sale of packaged software products, product support and
        multiple element arrangements that may include any combination of these items.
        Revenue is recognized when persuasive evidence of an arrangement exists
        (generally a purchase order), we have delivered the product, the fee is fixed
        or
        determinable and collectibility is probable. For our packaged software products,
        we typically recognize revenue from the sale when we ship the product. We
        sell
        some of our products on consignment to a limited number of resellers. We
        recognize revenue for these consignment transactions only when the end-user
        sale
        has occurred. Service revenue resulting from technical support plans is
        recognized over the life of the plan which is generally one year. Revenue
        associated with advance payments from our customers is deferred until we
        ship
        the product or offer the support service. Revenue for software distributed
        electronically via the Internet is recognized when the customer has been
        provided with the access codes that allow the customer to take immediate
        possession of the software on its hardware and evidence of the arrangement
        exists. For revenue arrangements involving multiple elements and include
        software products, we allocate and defer revenue for the undelivered elements
        based on their vendor-specific objective evidence of fair value, which is
        generally the price charged when that element is sold separately.
 
 -2-
 Table
            of Contents
  We
        reduce
        product revenue for estimated returns and price protections that are based
        on
        historical experience and other factors such as the volume and price mix
        of
        products in the retail channel, trends in retailer inventory and economic
        trends
        that might impact customer demand for our products. Estimated returns are
        also
        based upon a percentage of total retail and direct sales. Direct sales accounted
        for approximately 65% of our 2004 fiscal year revenue. We account for cash
        considerations (such as sales incentives - rebates and coupons) that we give
        our
        customers as a reduction of revenue rather than as an operating expense.
        Product
        revenue is also reduced for the estimated redemption of end-user rebates
        on
        certain current product sales. We did not have any rebate programs during
        the
        three and six months ended June 30, 2004 and 2005, respectively.
 Trends
          that our returns typically follow include (i) the seasonality of sales,
          and (ii)
          the fact that, generally, relatively higher return rates occur during periods
          of
          new title or title version releases. Historically, actual returns have
          been
          within management’s prior estimates, however, we cannot be certain that any
          future write-offs exceeding reserves will not occur or that amounts written
          off
          will not have a material adverse effect on our business, our financial
          condition, including liquidity and profitability, and our results of operations.
          Management continually monitors and adjusts these allowances to take into
          account actual developments and sales results in the marketplace. In the
          past,
          particularly during title and title version transitions, we have had to
          increase
          price concessions to our retail customers.
  Product
          returns from distributors and Christian bookstores are allowed primarily
          in
          exchange for new products or for credit towards purchases as part of a
          stock-balancing program. These returns are subject to certain limitations
          that
          may exist in the contract. Under certain circumstances, such as termination
          or
          when a product is defective, distributors and bookstores could receive
          a cash
          refund if returns exceed amounts owed. Returns from sales made directly
          to the
          consumer are accepted within 45 days of purchase and are issued a cash
          refund.
          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. We do anticipate implementing a price protection program within
          the
          third quarter of 2005 on our current QuickVerse ® 2005
          titles within the Christian Booksellers Association retail channel in order
          to
          prepare for our next updated release of QuickVerse ® 2006.
          QuickVerse ® 2006 is
          anticipated to be released in late September 2005 or early October 2005,
          and we
          feel we have reserved appropriately for the anticipated price protections.
 
 Software
        products are sold separately, without future performance such as upgrades
        enhancements or additional software products, and are sold with post contract
        customer support services such as customer service and technical support
        assistance. In connection with the sale of certain products, we provide a
        limited amount of free technical support assistance to our customers. We
        do not
        defer the recognition of any revenue associated with sales of these products,
        since the cost of providing this free technical support is insignificant.
        The
        technical support is provided within one year after the associated revenue
        is
        recognized and free product enhancements (bug fixes) are minimal and infrequent.
        We accrue the estimated cost of providing this free support upon product
        shipment and include it in cost of sales.
 
 Shipping
        and handling costs in connection with our software products are expensed
        as
        incurred and included in cost of sales.
 
 **Revenues
                    for Three Months Ended June 30**
                
                
                **2005**
                
                
                **%
                    to Sales**
                
                
                2004
                
                
                %
                    to Sales
                
                
                Change
                
                
                %Gross
                    sales
                
                **$**
                **1,527,334**
                
                
                **100**
                **%**
                
                $
                1,057,504
                
                
                100
                %
                
                $
                469,830
                
                
                44
                %Add
                    rebate adjustment
                
                
                **4,910**
                
                
                **0**
                **%**
                
                
                266,301
                
                
                25
                %
                
                
                (261,391
                )
                
                -98
                %Less
                    reserve for sales returns and allowances
                
                
                **(255,248**
                **)**
                
                **-17**
                **%**
                
                
                (112,083
                )
                
                -11
                %
                
                
                (143,165
                )
                
                128
                %Net
                    sales
                
                **$**
                **1,276,996**
                
                
                **83**
                **%**
                
                $
                1,211,722
                
                
                114
                %
                
                $
                65,274
                
                
                5
                %
  **Revenues
                    for Six Months Ended June 30**
                
                
                **2005**
                
                
                **%
                    to Sales**
                
                
                2004
                
                
                %
                    to Sales
                
                
                Change
                
                
                %Gross
                    sales
                
                **$**
                **3,511,370**
                
                
                **100**
                **%**
                
                $
                2,772,975
                
                
                100
                %
                
                $
                738,395
                
                
                27
                %Add
                    rebate adjustment
                
                
                **9,820**
                
                
                **0**
                **%**
                
                
                326,810
                
                
                12
                %
                
                
                (316,990
                )
                
                -97
                %Less
                    reserve for sales returns and allowances
                
                
                **(566,780**
                **)**
                
                **-16**
                **%**
                
                
                (321,670
                )
                
                -12
                %
                
                
                (245,110
                )
                
                76
                %Net
                    sales
                
                **$**
                **2,954,410**
                
                
                **84**
                **%**
                
                $
                2,778,115
                
                
                100
                %
                
                $
                176,295
                
                
                6
                %
  -3-
 Table
              of Contents
  Gross
        revenues increased approximately $470,000 from approximately $1,057,000 for
        the
        three months ended June 30, 2004 to approximately $1,527,000 for the three
        months ended June 30, 2005 and increased approximately $738,000 from
        approximately $2,773,000 for the six months ended June 30, 2004 to approximately
        $3,511,000 for the six months ended June 30, 2005. Such increase is due to
        our
        releases of an enhanced version of our top financial and data management
        product, Membership Plus ® ,
        an
        enhanced version of QuickVerse ® Essentials and a new edition to the QuickVerse ® family,
        the QuickVerse ® Platinum
        edition, during the first quarter of 2005. QuickVerse ® Essentials retails for $49.95. QuickVerse ® Platinum
        contains the most Bible translations and reference titles of any
        QuickVerse ® edition
        and retails for $799.95. During the second quarter of 2005, we introduced
        QuickVerse ® Macintosh in two editions, White Box edition at the retail price of $49.95
        and
        Black Box edition at the retail price of $99.95. This was our first product
        release on the Macintosh®Operating System platform. We also released
        an enhanced version of Bible Illustrator ® 3.0
        titled Sermon Builder ® 4.0.
        This was the first update to this program in over six years and retails for
        $69.95. Comparatively, during the six months ended June 30, 2004, we had
        only
        the one product release of Membership Plus ® 8.0
        which ranged in price from $199.95 to $299.95. We anticipate that revenues
        will
        continue to increase throughout the year as we remain on schedule to have
        an
        updated annual release of our two major product lines, QuickVerse ® and
        Membership Plus ® .
 
 Sales
        returns and allowances increased approximately $144,000 from approximately
        $110,000 for the three months ended June 30, 2004 to approximately $254,000
        for
        the three months ended June 30, 2005 and increased approximately $246,000
        from
        approximately $319,000 for the six months ended June 30, 2004 to approximately
        $565,000 for the six months ended June 30, 2005. As a percentage of gross
        sales,
        sales returns and allowances increased from approximately 10.4% for the three
        months ended June 30, 2004 to approximately 16.7% for the three months ended
        June 30, 2005 and increased from approximately 11.5% for the six months ended
        June 30, 2004 to approximately 16.1% for the six months ended June 30, 2005.
        The upward trend in sales returns and allowances as a percentage
        is
        attributable to our release of enhanced versions of QuickVerse ® and
        Membership Plus ® in
        December of 2004 and February of 2005, respectively. The release of these
        two
        enhanced products resulted in an increased quantity of sales returns and
        allowances of prior versions as the last enhancements for both of these titles
        was approximately one year. In the past, product enhancements were typically
        extended over two to three years. We have also increased our reserve for
        sales
        returns due to a higher price point in connection with QuickVerse ® Platinum
        being released in the first quarter of 2005. Furthermore, due to the resignation
        of the primary developer of Membership Plus ® and some
        unresolved maintenance issues, we have experienced higher actual returns
        on the
        Membership Plus ® 2005
        product line. However, we are currently utilizing both domestic and
        international contracted developers to not only resolve the maintenance issues
        but to also continue the development for our annual update on the Membership
        Plus ® program.
        We are on track to continue to release enhanced versions of our products
        on an
        annual basis; however, we do anticipate the sales return and allowances as
        a
        percentage to follow a downward trend due to the increased
        focus of
        our sales efforts to the end-user and our decreased presence in the retail
        market. Incidents of return are lower for sales direct to the end-user than
        sales into the retail stores.
 
 ***Cost
        of Sales***
 
 Cost
        of
        sales consists primarily of royalties to third party providers of intellectual
        property and the direct costs and manufacturing overhead required to reproduce,
        package, fulfill and ship the software products. Direct costs and manufacturing
        overhead also include the amortized software development costs and the
        non-capitalized technical support wages. The direct costs and manufacturing
        overhead increased approximately $123,000 from approximately $229,000 for
        the
        three months ended June 30, 2004 to approximately $352,000 for the three
        months
        ended June 30, 2005 and increased approximately $99,000 from approximately
        $625,000 for the six months ended June 30, 2004 to approximately $724,000
        for
        the six months ended June 30, 2005. As a percentage of gross revenues, the
        direct costs and manufacturing overhead slightly increased approximately
        1% for
        the three months ended June 30, 2005 and slightly decreased approximately
        2% for
        the six months ended June 30, 2005. The six months ended June 30, 2004 include
        the write down of a distinct category of obsolete inventory of approximately
        $32,000. Fulfillment costs from a third-party warehouse and included in the
        manufacturing overhead costs noted above decreased approximately $15,000
        from
        approximately $47,000 for the six months ended June 30, 2004 to approximately
        $32,000 for the six months ended June 30, 2005 as we moved our retail
        fulfillment to a new outside entity in late October 2004. The steady percentage
        of cost of sales reflects the continual software development cycle of enhancing
        our two major product lines within a one year timeframe and the amortization
        of
        those software development costs. The amortization recognized during the
        six
        months ended June 30, 2004 resulted from several new software releases in
        late
        2003 and early 2004 including QuickVerse ® 8.0 and
        Membership Plus ® 8.0.
        Similarly, the amortization recognized during the six months ended June 30,
        2005
        resulted from the December 2004 release of QuickVerse ® 2005,
        the February 2005 release of Membership Plus ® 2005,
        the late June 2005 releases of QuickVerse ® Macintosh and Sermon Builder ® 4.0 and
        the remainder of QuickVerse ® 8.0 and
        Membership Plus ® 8.0. The
        direct costs and manufacturing overhead percentage are expected to continue
        at
        the 2005 levels as working capital remains more consistent and as more
        development projects are implemented in a shortened timeframe.
 
 -4-
 Table
            of Contents
  Royalties
        to third party providers of intellectual property increased approximately
        $66,000 from approximately $35,000 for the three months ended June 30, 2004
        to
        approximately $101,000 for the three months ended June 30, 2005 and increased
        approximately $121,000 from approximately $115,000 for the six months ended
        June
        30, 2004 to approximately $236,000 for the six months ended June 30, 2005.
        Royalties also increased as a percentage of gross revenues from approximately
        3.3% for the three months ended June 30, 2004 to approximately 6.6% for the
        three months ended June 30, 2005 and increased from approximately 4.1% for
        the
        six months ended June 30, 2004 to approximately 6.7% for the six months ended
        June 30, 2005. The increase of royalties reflects the release of the
        QuickVerse ® 2005
        editions in early December 2004, and the three additional QuickVerse ® editions, specifically QuickVerse ® Essentials and QuickVerse ® Platinum, which were released in early March of 2005 and QuickVerse ® Macintosh which was released in June 2005. We also released Sermon
        Builder ® 4.0 in
        June 2005 which was an update to Bible Illustrator ® 3.0.
        This was the first update to Bible Illustrator ® 3.0 in
        over six years and included not only technological updates but content
        additions. Furthermore, we sold some of the older QuickVerse ® versions
        to liquidators at a reduced price throughout the first and second quarter
        of
        2005 compared to no sales to liquidators during the first and second quarter
        of
        2004. During the year ended 2004, we renegotiated several royalty contracts
        which resulted in some cases in a higher royalty rate along with access to
        more
        content. The royalty rate as a percentage of gross sales is expected to increase
        in the future as sales to new users are expected to increase and as more
        development projects are implemented for new and/or enhanced products. However,
        upgrade sales will continue to be subject to royalties only on content additions
        of the upgraded version.
 
 Software
        development costs are expensed as incurred until technological feasibility
        and
        marketability has been established, at which time development costs are
        capitalized until the software title is available for general release to
        customers. Development costs include direct production costs (including labor
        directly associated with the development projects), indirect costs (including
        allocated fringe benefits, payroll taxes, facilities costs and management
        supervision), and other direct costs (including costs of outside consultants,
        purchased software to be included in the software product being developed,
        travel expenses, material and supplies, and other direct costs). Software
        development is segregated by title and technology platform. Once a product
        has
        been successfully released, subsequent revisions and upgrades are considered
        development and the costs of the revision and upgrade are capitalized.
        Capitalized costs are amortized on a product-by-product basis using the greater
        of (i) the straight-line amortization over the estimated life of the product
        (generally from 12 to 18 months), or (ii) the ratio of current revenues from
        the
        product to the total projected revenue over the life of the product. Generally,
        we consider technological feasibility to have been established with the release
        of a beta version for testing.
 
 Software
        development costs are summarized in the table below. The software development
        costs, consisting primarily of direct and indirect labor and related overhead
        charges, capitalized during the three months ended June 30, 2004 and 2005
        were
        approximately $104,000 and approximately $330,000, respectively and
        approximately $178,000 and $594,000 for the six months ended June 30, 2004
        and
        2005, respectively. Accumulated amortization of these development costs included
        in cost of sales totaled approximately $106,000 and approximately $182,000
        for
        the three months ended June 30, 2004 and 2005, respectively and approximately
        $252,000 and 364,000 for the six months ended June 30, 2004 and 2005,
        respectively. The increase in both the capitalization and amortization is
        a
        direct result of the increase in the number of development projects we have
        undertaken in the last two years and the consistent one year turn around
        on
        enhanced versions of our two major product lines QuickVerse ® and
        Membership Plus ® .
  **Three
                    Months Ended****June
                    30,**
                **Six
                    Months Ended **June
                    30,******2005**
                
                
                2004
                
                
                **2005**
                
                
                2004Beginning
                    balance
                
                **$**
                **783,250**
                
                $
                506,121
                
                **$**
                **701,289**
                
                $
                584,706Capitalized
                
                
                **329,512**
                
                
                104,421
                
                
                **594,161**
                
                
                178,049Amortized
                    (Cost of sales)
                
                
                **181,659**
                
                
                106,045
                
                
                **364,347**
                
                
                258,258Ending
                    Balance
                
                **$**
                **931,103**
                
                $
                504,497
                
                **$**
                **931,103**
                
                $
                504,497Research
                    and development expense (General and administrative)
                
                **$**
                **30,164**
                
                $
                27,522
                
                **$**
                **67,243**
                
                $
                43,696
  -5-
 Table
            of Contents
  ***Sales,
        General and Administrative***
  **Sales,
                    General and Adminstrative Costs for Six Months Ended June
                    30**
                
                
                **2005**
                
                
                **%
                    to Sales**
                
                
                
                2004
                
                
                %
                    to Sales
                
                
                
                Change
                
                
                %***Selected
                    expenses:***Commissions
                
                **$**
                **478,168**
                
                
                **14**
                **%**
                
                $
                345,461
                
                
                12
                %
                
                $
                132,707
                
                
                38
                %Advertising
                    and direct marketing
                
                
                **256,800**
                
                
                **7**
                **%**
                
                
                165,040
                
                
                6
                %
                
                
                91,760
                
                
                56
                %**Total
                    sales and marketing**
                
                **$**
                **734,968**
                
                
                **21**
                **%**
                
                $
                510,501
                
                
                18
                %
                
                $
                224,467
                
                
                44
                %Research
                    and development
                
                **$**
                **67,243**
                
                
                **2**
                **%**
                
                $
                43,696
                
                
                2
                %
                
                $
                23,547
                
                
                54
                %Personnel
                    costs
                
                
                **693,586**
                
                
                **20**
                **%**
                
                
                751,967
                
                
                27
                %
                
                
                (58,381
                )
                
                -8
                %Legal
                
                
                **123,280**
                
                
                **4**
                **%**
                
                
                34,031
                
                
                1
                %
                
                
                89,249
                
                
                262
                %Telecommunications
                
                
                **32,152**
                
                
                **1**
                **%**
                
                
                76,811
                
                
                3
                %
                
                
                (44,659
                )
                
                -58
                %Corporate
                    services
                
                
                **55,972**
                
                
                **2**
                **%**
                
                
                28,486
                
                
                1
                %
                
                
                27,486
                
                
                96
                %Administration
                
                
                **10,749**
                
                
                **0**
                **%**
                
                
                53,388
                
                
                2
                %
                
                
                (42,639
                )
                
                -80
                %Other
                    general and administrative costs
                
                
                **342,813**
                
                
                **10**
                **%**
                
                
                183,195
                
                
                7
                %
                
                
                159,618
                
                
                87
                %**Total
                    general and administrative**
                
                **$**
                **1,325,796**
                
                
                **38**
                **%**
                
                $
                1,171,574
                
                
                42
                %
                
                $
                154,222
                
                
                13
                %
 Gross
        revenues increased approximately $470,000 from approximately $1,057,000 for
        the
        three months ended June 30, 2004 to approximately $1,527,000 for the three
        months ended June 30, 2005 and increased approximately $738,000 from
        approximately $2,773,000 for the six months ended June 30, 2004 to approximately
        $3,511,000 for the six months ended June 30, 2005. However, sales and marketing
        expenses also increased approximately $40,000 from approximately $268,000
        for
        the three months ended June 30, 2004 to approximately $308,000 for the three
        months ended June 30, 2005 and increased approximately $225,000 from
        approximately $510,000 for the six months ended June 30, 2004 to approximately
        $735,000 for the six months ended June 30, 2005. Included in sales expenses,
        commissions to a third-party telemarketing firm increased approximately $133,000
        from approximately $345,000 for the six months ended June 30, 2004 to
        approximately $478,000 for the six months ended June 30, 2005. Commissions
        also
        increased as a percentage of gross revenues from approximately 12.5% to
        approximately 13.6% for the six months ended June 30, 2004 and 2005,
        respectively. This increase is attributed to the increased focus of our sales
        to
        the direct consumer along with the number of new and enhanced product releases
        during the six months ended June 30, 2005 compared with just one product
        release
        during the six months ended June 30, 2004. Advertising and direct marketing
        costs increased approximately $94,000 from approximately $162,000 for the
        six
        months ended June 30, 2004 to approximately $256,000 for the six months ended
        June 30, 2005 and increased as a percentage of gross revenues from approximately
        5.8% to 7.3%, respectively. This increase is a direct result in continuing
        to
        market our products online through multiple sources, continuing to increase
        and
        focus more on our direct marketing efforts, and the increased number of
        publication advertisements due to the new product enhancements of
        QuickVerse ® and
        Membership Plus ® along
        with the introduction of the three new QuickVerse ® editions
        and the updated Sermon Builder ® 4.0
        during the six months ended June 30, 2005.
 
 Research
        and development costs include direct production costs (including labor directly
        associated with the development projects), indirect costs (including allocated
        fringe benefits, payroll taxes, facilities costs and management supervision),
        and other direct costs (including costs of outside consultants, purchased
        software to be included in the software product being developed, travel
        expenses, material and supplies, and other direct costs). Software development
        costs related to third-party developers and direct labor expensed as research
        and development (see table above) amounted to approximately $28,000 for the
        three months ended June 30, 2004 compared to approximately $30,000 incurred
        for
        the three months ended June 30, 2005 and approximately $44,000 for the six
        months ended June 30, 2004 compared to approximately $67,000 for the six
        months
        ended June 30, 2005. The increase in 2005 reflects more research and development
        costs associated with maintenance issues on titles after they are released
        to
        the general public along with exploring new platforms for future products.
        Research and development expenses are expected to increase in future periods
        as
        we add new products and versions to our product mix along with new platforms
        for
        our current and future products.
 
 -6-
 Table
            of Contents
  Total
        personnel costs decreased approximately $58,000 from approximately $752,000
        for
        the six months ended June 30, 2004 to approximately $694,000 for the six
        months
        ended June 30, 2005. However, direct salaries and wages increased approximately
        $96,000 from approximately $726,000 for the six months ended June 30, 2004
        to
        approximately $822,000 for the six months ended June 30, 2005. As a percentage
        of gross revenues, direct salaries and wages decreased approximately 2.8%
        from
        approximately 26.2% for the six months ended June 30, 2004 to approximately
        23.4% for the six months ended June 30, 2005. The direct salaries and wages
        include approximately $8,000 and $10,000 in expense for upper management
        year-end bonus accrual for the year ends December 31, 2004 and 2005,
        respectively. Furthermore, we recognized approximately $14,000 of expense
        related to 635,000 restricted common shares issued to employees during the
        six
        months ended June 30, 2004. The increase in direct salaries and wages is
        a
        direct result of increasing our sales and marketing team and our development
        staff. The associated health care costs decreased approximately $5,000 from
        approximately $76,000 for the six months ended June 30, 2004 to approximately
        $71,000 for the six months ended June 30, 2005 as we restructured our health
        benefits plans in late October 2004. The capitalization of direct and indirect
        labor and related overhead charges as software development costs (see “Cost of
        Sales” above) increased by approximately $158,000 from approximately $90,000 for
        the six months ended June 30, 2004 to approximately $248,000 for the six
        months
        ended June 30, 2005. This increase is due to the addition of development
        staff
        and the increased amount of new development projects. It is anticipated that
        personnel costs will increase in future periods as operating capital is
        available to fund full staffing of our product development team and expansion
        of
        the direct sales staff.
  Direct
        legal costs increased approximately $89,000 for the six months ended June
        30,
        2005 as the company continues to work through the registration process for
        the
        SB-2 registration statement. It is anticipated that legal costs will continue
        at
        increased levels as we pursue our business plan for growth by acquiring
        companies that are synergistic with our current product line and customer
        base.
        Telecommunications costs decreased approximately $45,000 for the six months
        ended June 30, 2005 as we switched our local and long distance carriers in
        order
        to take advantage of the provider’s current technology. Our increased call
        volume enabled us to change our service to dedicated T-1 lines which in turn
        reduced the long distance charges. Furthermore, we invested in internet protocol
        phones for our remote locations which reduced the overall local and long
        distance charges in our Illinois and Iowa locations. The increased call volume
        in the technical support and customer service departments resulted from the
        release of the two major product upgrades in December 2004 and February 2005
        along with the two new product releases during the second quarter of 2005.
        Corporate service fees increased approximately $27,000 for the six months
        ended
        June 30, 2005. These fees are related to the hiring of an outside consultant
        and
        the expense for a 2004 issuance of a warrant to purchase 600,000 shares of
        common stock allocated over the term of the consulting contract. Administration
        expenses decreased approximately $43,000 for the six months ended June 30,
        2005
        due to not incurring interest and penalty fees on back payroll taxes as we
        did
        during the six months ended June 30, 2004. Interest expense for the six months
        ended June 30, 2005 decreased by approximately $25,000 compared to 2004.
        This is
        due to our continuing efforts to reduce our trade payables and meet the
        scheduled terms and the reduced loans and long-term note payables. Finally,
        bad
        debt expense increased approximately $20,000 for the six months ended June
        30,
        2005 as we were notified by one of our liquidation customers of the possibility
        that they will not be able to pay on their full balance due to us.
  ***Other
        Income and Expenses***
 
 On
        July
        19, 2004, we completed an equity financing in the amount of $1,750,000 through
        a
        private placement with Barron Partners, L.P. where Barron purchased 21,875,000
        restricted shares of common stock and received two warrants to purchase up
        to an
        additional 21,875,000 shares of common stock. As part of the financing
        transaction, we also entered into a certain Registration Rights Agreement
        with
        Barron pursuant to which we became committed to registering all of the shares
        issued as part of such transaction, including those issuable under the warrants.
        On November 22, 2004, we filed a registration statement on Form SB-2 covering
        the shares issued to Barron, as well as the shares underlying the warrants
        issued to Barron. Under the terms of the Registration Rights Agreement, as
        amended, we had until April 22, 2005 to cause such registration statement
        to be
        declared effective by the SEC. In accordance with the terms of the Registration
        Rights Agreement, any delays in meeting this obligation subjected us
        to
        liability to Barron in an amount equal to $1,726 per day for the duration
        of any
        such delay. As of June 30, 2005, we had accrued a total
        of $119,000 in registration rights penalties for not causing the
        registration statement to be declared effective by the SEC.  This
        has been
        included with general and administrative expenses. Pursuant to a verbal
        agreement reached with Barron in relation to the associated accruing penalties,
        we have agreed to cap the penalties and to pay Barron an amount in cash that
        is
        yet to be determined. Although there can be no assurance, we are hopeful
        that we
        will cause the registration statement to be declared effective by September
        30,
        2005. If we are unsuccessful in causing the registration statement to be
        declared effective by the SEC by September 30, 2005, however, and depending
        on
        how long any such delay in causing effectiveness to be declared by the SEC
        continues thereafter, it is likely to have a very material adverse effect
        on our
        business, our financial condition, including liquidity and profitability,
        and
        our results of operations.
 
 -7-
 Table
            of Contents
  ***Amortization***
 
 Amortization
        expense increased approximately $12,000 for the six months ended June 30,
        2005.
        The software license acquired from The Learning Company in July of 1999 is
        amortized over a 10 year useful life. Amortization expense for 2005 reflects
        the
        continual amortization of the software license along with the amortization
        for
        the launch of our website, www.quickverse.com, during the second quarter
        of
        2004.
 
 ***Income
        Tax Benefits***
 
 Our
        effective tax rate differs from the statutory federal rate due to differences
        between income and expense recognition prescribed by the Internal Revenue
        Code
        and Generally Accepted Accounting Principles. We utilize different methods
        and
        useful lives for depreciating property and equipment. Changes in estimates
        (reserves) are recognized as expense for financial reporting but are not
        deductible for income tax purposes.
 
 We
        have
        recognized a net deferred tax asset whose realization depends on generating
        future taxable income. At June 30, 2005, management established the valuation
        allowance based on the assessment that the company will produce sufficient
        income in the future to realize its net deferred tax asset. The resulting
        deferred tax liability reflects income taxes payable in future periods on
        the
        net deductible differences related to the software license agreement. We
        currently have net operating loss carryforwards, for income tax purposes,
        of
        approximately $7,648,000. The carryforwards are the result of income tax
        losses
        generated in 2000 ($2,480,000 expiring in 2020) and 2001 ($5,168,000 expiring
        in
        2021). We will need to achieve a minimum annual taxable income, before deduction
        of operating loss carryforwards, of approximately $450,000 to fully utilize
        the
        current loss carryforwards. We believe this is achievable through careful
        expense management and continued introduction of new products and enhanced
        versions of our existing products.
 
 Although
        there can be no assurance, management expects the deductible temporary
        differences (reserves) to reverse sometime beyond the next fiscal year.
 
 ***Liquidity
        And Capital Resources***
 
 Our
        primary needs for liquidity and capital resources are the funding of our
        continued operations, which includes the ongoing internal development of
        new
        products and expansion and upgrade of existing products. We believe our future
        cash provided by operations will be sufficient to fund our continued operations.
        However, our pursuit of future strategic product line and/or corporate
        acquisitions and licensing will require funding from outside sources. Funding
        from outside sources may include but are not limited to the exercise of
        outstanding warrants and pursuit of other financing options such as commercial
        loans, common stock and/or preferred stock issuances and convertible notes.
        At
        this time, we have no legally committed funds for future capital expenditures
        including software development.
 
 **Working
                  Capital at June 30**
              
              
              **2005**
              
              
              
              2004
              
              
              
              Change
              
              
              %Current
                  assets
              
              **$**
              **1,298,981**
              
              
              $
              503,834
              
              
              $
              795,147
              
              
              158
              %Current
                  liabilites
              
              **$**
              **1,451,309**
              
              
              $
              2,857,185
              
              
              $
              (1,405,876
              )
              
              -49
              %Retained
                  deficit
              
              **$**
              **(5,967,127**
              **)**
              
              $
              (6,957,257
              )
              
              $
              990,130
              
              
              -14
              %
 
 As
        of
        June 30, 2005, we had $1,298,981 in current assets, $1,451,309 in current
        liabilities and a retained deficit of $5,967,127. We had a loss before income
        taxes of $342,312 for the three months ended June 30, 2005 and a loss before
        income taxes of $387,124 for the six months ended June 30, 2005. In comparison,
        as of June 30, 2004 we had $503,834 in current assets, $2,857,185 in current
        liabilities and a retained deficit of $6,957,257.
  -8-
 Table
            of Contents
  **Cash
                  Flows for Six Months Ended June 30**
              
              **2005**
              
              
              2004
              
              
              Change
              
              
              %Cash
                  flows provided by operating activities
              
              **$**
              **357,278**
              
              
              $
              202,213
              
              
              $
              155,065
              
              
              77
              %Cash
                  flows used by investing activities
              
              **$**
              **(574,161**
              **)**
              
              $
              (228,982
              )
              
              $
              (345,179
              )
              
              151
              %Cash
                  flows used by financing activities
              
              **$**
              **(28,535**
              **)**
              
              $
              (53,889
              )
              
              $
              25,354
              
              
              -47
              %
 
 Net
        cash
        provided by operating activities was approximately $202,000 for the six months
        ended June 30, 2004 and approximately $357,000 for the six months ended June
        30,
        2005. The increase in cash provided was primarily due to an increase in the
        amounts received from customers resulting from increased sales along with
        a
        decrease in the amount paid out to suppliers and employees.
 
 Net
        cash
        used in investing activities was approximately $229,000 for the six months
        ended
        June 30, 2004 and approximately $574,000 for the six months ended June 30,
        2005.
        The increase in cash used for investing activities results from capitalizing
        costs associated with software development and Website development along
        with
        upgrading our internal computer equipment and software in order to increase
        our
        operating efficiency capabilities. Furthermore, during the three months ended
        June 30, 2005 the restriction on the cash held in reserve by our merchant
        banker
        was lifted and made available to us.
  Net
        cash
        used by financing activities was approximately $54,000 for the six months
        ended
        June 30, 2004 and approximately $29,000 for the six months ended June 30,
        2005.
        Cash used by financing activities reflects payments made on long-term note
        payables.
 
 As
        part
        of the financing transaction with Barron Partners, L.P. dated July 19, 2004,
        we
        also entered into a certain Registration Rights Agreement pursuant to which
        we
        became committed to registering all of the shares issued as part of such
        transaction, including those issuable under the warrants. On November 22,
        2004,
        we filed a registration statement on Form SB-2 covering the shares issued
        to
        Barron, as well as the shares underlying the warrants issued to Barron. Under
        the terms of the Registration Rights Agreement, as amended, we had until
        April
        22, 2005 to cause such registration statement to be declared effective by
        the
        SEC. In accordance with the terms of the Registration Rights Agreement, any
        delays in meeting this obligation subjected us to liability to Barron
        in an
        amount equal to $1,726 per day for the duration of any such delay. As
        of June 30, 2005, we had accrued a total of $119,000
        in
        registration rights penalties for not causing the registration statement
        to be
        declared effective by the SEC.  Pursuant to a verbal agreement reached
        with
        Barron in relation to the associated accruing penalties, we have agreed to
        cap
        the penalties and to pay Barron an amount in cash that is yet to be determined.
        Although there can be no assurance, we are hopeful that we will cause the
        registration statement to be declared effective by September 30, 2005. If
        we are
        unsuccessful in causing the registration statement to be declared effective
        by
        the SEC by September 30, 2005, however, and depending on how long any such
        delay
        in causing effectiveness to be declared by the SEC continues thereafter,
        it is
        likely to have a very material adverse effect on our business, our financial
        condition, including liquidity and profitability, and our results of operations.
        See Exhibits 10.10, 10.11, 10.12, and 10.13.
 
 ***Contractual
        Liabilities***
 
 We lease
        office space/warehouse facilities in Omaha, Nebraska under an operating lease
        with a third-party with terms extending through 2007. We
        are responsible for all taxes, insurance and utility expenses associated
        with this lease. There is no lease renewal option contained in the lease.
 
 We lease
        office space in Naperville, Illinois under an operating lease with a third-party
        with terms extending through March 2006. We are responsible
        for all
        insurance expenses associated with this lease.
 
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  At
        June
        30, 2005, the future minimum rental payments required under these leases
        are as
        follows:
 
 2005
              
              $
              40,6652006
              
              
              69,4512007
              
              
              27,288Total
                  future minimum rental payments
              
              $
              137,404
 
 We lease
        telephone equipment under a capital lease expiring in November 2009. The
        asset
        and liability under the capital lease are recorded at the present value of
        the
        minimum lease payments. The asset is depreciated over a 5 year life. Minimum
        future lease payments under capital leases as of June 30, 2005 for each of
        the
        next five years and in the aggregate are:
 
 2005
              
              $
              6,8632006
              
              
              13,7262007
              
              
              13,7262008
              
              
              13,7262009
              
              
              12,582Total
                  minimum lease payments
              
              
              60,623Less:
                  Amount representing interest
              
              
              13,444Total
                  obligations under capital lease
              
              
              47,179Less:
                  Current installments of obligations under capital lease
              
              
              8,667Long-term
                  obligation under capital lease
              
              $
              38,512
 
 ***The
        Potential Impact of Known Facts, Commitments, Events and Uncertainties on
        Future
        Operating Results or Future Liquidity Requirements***
 
 ***New
        Accounting Pronouncements***
 
 In
        the
        past, we have applied Accounting Principles Board (“APB”) Opinion No. 25, *Accounting
        for Stock Issued to Employees,* and
        related interpretations in accounting as allowed by SFAS No 123, *Accounting
        for Stock Based Compensation* ,
        for
        various forms of share-based awards including incentive and nonqualified
        stock
        options and stock appreciation rights attached to stock options; and therefore,
        no compensation cost had been recognized. However, in December 2004, the
        FASB
        issued SFAS No 123 (R), *Share-Based
        Payment* ,
        which
        replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123 (R)
        requires compensation costs related to share-based payment transactions to
        be
        recognized in the financial statements. With limited exceptions, the amount
        of
        compensation cost will be measured based on the fair value on the grant date
        of
        the equity or liability instruments issued. Compensation cost will be recognized
        over the period that the service is provided for that award. This new standard
        will be effective for the company the first quarter of fiscal 2006. We did
        not
        grant any form of share-based awards during the six months ended June 30,
        2005.
  **ITEM
        3. CONTROLS AND PROCEDURES**
 
 **(a)**  **Evaluation
        of Disclosure Controls and Procedures.**
 
 Our
        CEO
        and CFO have evaluated the effectiveness of the design and operation of our
        disclosure controls and procedures (as defined in Rule 13a-15(e) under the
        Securities Exchange Act of 1934, as amended) as of the end of the fiscal
        quarter
        covered by this report on Form 10-QSB. Based on this evaluation, our CEO
        and CFO
        have concluded that these disclosure controls and procedures are effective
        and
        designed to ensure that the information required to be disclosed in our reports
        filed or submitted under the Securities Exchange Act of 1934, as amended,
        is
        recorded, processed, summarized and reported within the requisite time periods.
 
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  **(b)**  **Changes
        In Internal Controls Over Financial Reporting.**
 
 No
        changes in our disclosure controls and procedures, internal controls over
        financial reporting or other factors have occurred during the fiscal quarter
        covered by this report that would materially affect or be reasonably likely
        to
        materially affect our disclosure controls and procedures or internal controls
        over financial reporting.
 
 **PART
        II - OTHER INFORMATION**
 
 **ITEM
        1. LEGAL PROCEEDINGS.**
 
 As
        of the
        date of this report, there were no pending material legal proceedings to
        which
        we were a party and we were not aware that any were contemplated. There can
        be
        no assurance, however, that we will not be made a party to litigation in
        the
        future. Moreover, there can be no assurance that our insurance coverage will
        prove adequate to cover all liabilities arising out of any claims that may
        be
        initiated against us in the future. Any finding of liability imposed against
        us
        coupled with a lack of corresponding insurance coverage is likely to have
        an
        adverse effect on our business, financial condition, and operating
        results.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS.**
 
 Subsequent
        to December 31, 2004, the company restored a stale check that was issued
        to
        Business Investor Services, Inc. as payment in full of a note payable. This
        resulted in the conversion of the note payable into 466,666 shares of common
        stock. The conversion of such securities was effected without registration
        under
        the Securities Act of 1933, as amended, based on their being exempted securities
        under Section 3(a)(9) thereof. There were no underwriters or placement agents
        involved in this issuance and no commissions were paid.
 
 **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES.**
 
 There
        were no reportable events under this Item 3 during the quarterly period ended
        June 30, 2005.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**
 
 There
        were no reportable events under this Item 4 during the quarterly period ended
        June 30, 2005.
 
 **ITEM
        5. OTHER INFORMATION.**
 
 The
        Annual Meeting of the Stockholders of Findex.com, Inc. will be held on December
        9, 2005. Stockholders of record who wish to submit a proposal at the 2005
        Annual
        Meeting must provide written notice to the Secretary of the company in
        accordance with Article IX of our Articles of Incorporation. Under our Articles
        of Incorporation, such notice must be received by the Secretary no earlier
        than
        October 10, 2005, and no later than November 9, 2005.
 
 There
        were no material changes to the procedures by which security holders may
        recommend nominees to our board of directors.
 
 **ITEM
        6. EXHIBITS.**
 
 **No.**
                **Description
                    of Exhibit**2.1
                Share
                    Exchange Agreement between Findex.com, Inc. and the stockholders
                    of Reagan
                    Holdings, Inc. dated March 7, 2000, incorporated by reference
                    to Exhibit
                    2.1 on Form 8-K filed March 15, 2000.3(i)(1)
                Articles
                    of Incorporation of Findex.com, Inc., incorporated by reference
                    to Exhibit
                    3.1 on Form 8-K filed March 15, 2000.
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  3(i)(2)
                Amendment
                    to Articles of Incorporation of Findex.com, Inc. dated November
                    12, 2004
                    incorporated by reference to Exhibit 3.1(ii) on Form 10-QSB filed
                    November
                    12, 2004.3(ii)
                By-Laws
                    of Findex.com, Inc., incorporated by reference to Exhibit 3.3
                    on Form 8-K
                    filed March 15, 2000.10.1
                Stock
                    Incentive Plan of Findex.com, Inc. dated May 7, 1999, incorporated
                    by
                    reference to Exhibit 10.1 on Form 10-KSB/A filed May 13,
                    2004.10.2
                Share
                    Exchange Agreement between Findex.com, Inc. and the stockholders
                    of Reagan
                    Holdings Inc., dated March 7, 2000, incorporated by reference
                    to Exhibit
                    2.1 on Form 8-K filed March 15, 2000.10.3
                License
                    Agreement between Findex.com, Inc. and Parsons Technology, Inc.
                    dated June
                    30, 1999, incorporated by reference to Exhibit 10.3 on Form 10-KSB/A
                    filed
                    May 13, 2004.10.4
                Employment
                    Agreement between Findex.com, Inc. and Steven Malone dated July
                    25, 2003,
                    incorporated by reference to Exhibit 10.4 on Form 10-KSB/A filed
                    May 13,
                    2004.10.5
                Employment
                    Agreement between Findex.com, Inc. and Kirk Rowland dated July
                    25, 2003,
                    incorporated by reference to Exhibit 10.5 on Form 10-KSB/A filed
                    May 13,
                    2004.10.6
                Employment
                    Agreement between Findex.com, Inc. and William Terrill dated
                    June 7, 2002,
                    incorporated by reference to Exhibit 10.6 on Form 10-KSB/A filed
                    May 13,
                    2004.10.7
                Restricted
                    Stock Compensation Agreement between Findex.com, Inc. and John
                    A. Kuehne
                    dated July 25, 2003, incorporated by reference to Exhibit 10.7
                    on Form
                    10-KSB/A filed May 13, 2004.10.8
                Restricted
                    Stock Compensation Agreement between Findex.com, Inc. and Henry
                    M.
                    Washington dated July 25, 2003, incorporated by reference to
                    Exhibit 10.8
                    on Form 10-KSB/A filed May 13, 2004.10.9
                Restricted
                    Stock Compensation Agreement between Findex.com, Inc. and William
                    Terrill
                    dated July 25, 2003, incorporated by reference to Exhibit 10.9
                    on Form
                    10-KSB/A filed May 13, 2004.10.10
                Stock
                    Purchase Agreement, including the form of warrant agreement,
                    between
                    Findex.com, Inc. and Barron Partners, LP dated July 19, 2004,
                    incorporated
                    by reference to Exhibit 10.1 on Form 8-K filed July 28,
                    2004.10.11
                Amendment
                    No. 1 to Barron Partners, LP Stock Purchase Agreement dated September
                    30,
                    2004, incorporated by reference to Exhibit 10.3 on Form 8-K filed
                    October
                    6, 2004.10.12
                Registration
                    Rights Agreement between Findex.com, Inc. and Barron Partners,
                    LP dated
                    July 26, 2004, incorporated by reference to Exhibit 10.2 on Form
                    8-K filed
                    July 28, 2004.10.13
                Waiver
                    certificate between Findex.com, Inc. and Barron Partners, LP
                    dated
                    September 16, 2004, incorporated by reference to Exhibit 10.4
                    on Form 8-K
                    filed October 6, 2004.31.1
                Certification
                    of Findex.com, Inc. Chief Executive Officer, Steven Malone, required
                    by
                    Rule 13a-14(a) or Rule 15d-14(a), and dated August 22, 2005.
                    FILED
                    HEREWITH.31.2
                Certification
                    of Findex.com, Inc. Chief Financial Officer, Kirk R. Rowland,
                    required by
                    Rule 13a-14(a) or Rule 15d-14(a), and dated August 22, 2005.
                    FILED
                    HEREWITH.32.1
                Certification
                    of Findex.com, Inc. Chief Executive Officer, Steven Malone, required
                    by
                    Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
                    63 of Title
                    18 of the United States Code (18 U.S.C. 1350), and dated August
                    22, 2005.
                    FILED HEREWITH.32.2
                Certification
                    of Findex.com, Inc. Chief Financial Officer, Kirk R. Rowland,
                    required by
                    Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
                    63 of Title
                    18 of the United States Code (18 U.S.C. 1350), and dated August
                    22, 2005.
                    FILED HEREWITH.
 
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  **Signatures**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **FINDEX.COM,
                  INC.**Date:
                  August 22, 2005
              By
              /s/
                  Steven MaloneSteven
                  MalonePresident
                  and Chief Executive Officer
 
 Date:
                  August 22, 2005
              By
              /s/
                  Kirk R. RowlandKirk
                  R. Rowland, CPAChief
                  Financial Officer
 
               
 
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