**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-QSB/A**


Amendment
      No. 1




(Mark
      One)





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





For
      the
      quarterly period ended March 31, 2005.





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





For
      the
      transition period from ________ to _________.





Commission
      File Number: 0-29963







**FINDEX.COM,
      INC.**


(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)
              (Zip
                  Code)





(402)
      333-1900


(Issuer’s
      telephone number, including area code)





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 of Financial
                Condition and Results of Operations.
            1ITEM
                3. Controls and Procedures.
            6**PART
                II - OTHER INFORMATION**ITEM
                1. Legal Proceedings.
            7ITEM
                2. Unregistered Sales of Equity Securities and
                Use of Proceeds.
            7ITEM
                3. Defaults Upon Senior
                Securities.
            7ITEM
                4. Submission of Matters to a Vote of Security
                Holders.
            7ITEM
                5. Other Information.
            7ITEM
                6. Exhibits.
            7




























-i-
 Table
          of Contents





**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS.**




**Findex.com,
                  Inc.****CONDENSED
                  CONSOLIDATED BALANCE SHEETS****(Unaudited)****March
                  31, 2005****(Restated)****Assets**Current
                  assets:Cash
                  and cash equivalents
              
              **$**
              **283,141**Accounts
                  receivable, trade
              
              
              **517,242**Inventory
              
              
              **248,047**Other
                  current assets
              
              
              **351,193**Total
                  current assets
              
              
              **1,399,623**Property
                  and equipment, net
              
              
              **140,800**Software
                  license, net
              
              
              **2,139,907**Capitalized
                  software development costs, net
              
              
              **783,250**Restricted
                  cash
              
              
              **50,354**Other
                  assets
              
              
              **382,521**Total
                  assets
              
              **$**
              **4,896,455****Liabilities
                    and stockholders’ equity**Current
                  liabilities:Accounts
                  payable, trade
              
              **$**
              **506,852**Accrued
                  royalties
              
              
              **253,744**Other
                  current liabilities
              
              
              **473,609**Total
                  current liabilities
              
              
              **1,234,205**Long-term
                  obligations
              
              
              **189,698**Commitments
                  and contingenciesStockholders’
                    equity:Common
                  stock
              
              
              **48,620**Paid-in
                  capital
              
              
              **9,198,417**Retained
                  (deficit)
              
              
              **(5,774,485**
              )Total
                      stockholders’ equity
              
              
              **3,472,552**Total
                      liabilities and stockholders’ equity
              
              **$**
              **4,896,455***See
                  accompanying notes.*
 
 F-1
 Table
            of Contents
  **Findex.com,
                  Inc.****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS****(Unaudited)**Three
                  Months Ended March 31
              
              
              **2005**
              
              
              2004**(Restated)**
              
              
              (Restated)Revenues,
                  net of reserves and allowances
              
              **$**
              **1,677,414**
              
              $
              1,566,393Cost
                  of sales
              
              
              **508,785**
              
              
              468,659Gross
                  profit
              
              
              **1,168,629**
              
              
              1,097,734Operating
                  expenses:Sales
                  and marketing
              
              
              **427,447**
              
              
              242,599General
                  and administrative
              
              
              **635,718**
              
              
              555,679Other
                  operating expenses
              
              
              **146,421**
              
              
              137,952Total
                  operating expenses
              
              
              **1,209,586**
              
              
              936,230Earnings
                  (loss) from operations
              
              
              **(40,957**
              **)**
              
              161,504Other
                  expenses, net
              
              
              **(3,856**
              **)**
              
              (14,330
              )Income
                  (loss) before income taxes
              
              
              **(44,813**
              **)**
              
              147,174Provision
                  for income taxes
              
              
              **149,489**
              
              
              (30,311
              )Net
                  income
              
              
              **104,676**
              
              
              116,863Retained
                  deficit at beginning of year
              
              
              **(5,879,161**
              **)**
              
              (7,255,023
              )Retained
                  deficit at end of period
              
              **$**
              **(5,774,485**
              **)**
              $
              (7,138,160
              )Net
                  earnings per share:Basic
              
              **$**
              **---**
              
              $
              0.01Diluted
              
              **$**
              **---**
              
              $
              0.01Weighted
                  average shares outstanding:Basic
              
              
              **48,619,855**
              
              
              21,011,438Diluted
              
              
              **49,350,801**
              
              
              22,965,438*See
                  accompanying notes.*
 
 F-2
 Table
            of Contents
  **Findex.com,
                  Inc.****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****(Unaudited)**Three
                  Months Ended March 31
              
              
              **2005**
              
              
              2004**(Restated)**
              ****
              ****
              (Restated)Cash
                  flows from operating activities:Cash
                  received from customers
              
              **$**
              **1,707,292**
              
              $
              1,481,382Cash
                  paid to suppliers and employees
              
              
              **(1,456,683**
              **)**
              
              (1,385,164
              )Other
                  operating activities, net
              
              
              **(3,076**
              **)**
              
              (13,921
              )Net
                  cash provided by operating activities
              
              
              **247,533**
              
              
              82,297Cash
                  flows from investing activities:Software
                  development costs
              
              
              **(264,649**
              **)**
              
              (73,628
              )Other
                  investing activities, net
              
              
              **(14,581**
              **)**
              
              (18,674
              )Net
                  cash (used) by investing activities
              
              
              **(279,230**
              **)**
              
              (92,302
              )Cash
                  flows from financing activities:Proceeds
                  from line of credit, net
              
              
              **---**
              
              
              16,605Payments
                  made on long-term notes payable
              
              
              **(26,521**
              **)**
              
              (17,684
              )Net
                  cash (used) by financing activities
              
              
              **(26,521**
              **)**
              
              (1,079
              )Net
                  (decrease) in cash and cash equivalents
              
              
              **(58,218**
              **)**
              
              (11,084
              )Cash
                  and cash equivalents, beginning of year
              
              
              **341,359**
              
              
              142,022Cash
                  and cash equivalents, end of period
              
              **$**
              **283,141**
              
              $
              130,938Reconciliation
                  of net income to cash flows from operating activities:Net
                  income
              
              **$**
              **104,676**
              
              $
              116,863Adjustments
                  to reconcile net income to net cash provided
                  by operating activities:Software
                  development costs amortized
              
              
              **182,688**
              
              
              152,213Provision
                  for bad debts
              
              
              **653**
              
              
              2,500Depreciation
                  & amortization
              
              
              **145,768**
              
              
              135,452Loss
                  on disposal of property, plant and equipment
              
              
              **1,715**
              
              
              ---Change
                  in assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              **48,924**
              
              
              (80,478
              )(Increase)
                  decrease in inventories
              
              
              **(14,047**
              **)**
              
              99,600(Increase)
                  decrease in prepaid expenses
              
              
              **51,841**
              
              
              (1,750
              )(Decrease)
                  in accrued royalties
              
              
              **(33,770**
              **)**
              
              (100,436
              )(Decrease)
                  in accounts payable
              
              
              **(114,952**
              **)**
              
              (251,996
              )Increase
                  in income taxes payable
              
              
              **180**
              
              
              ---Increase
                  (decrease) in deferred taxes
              
              
              **(149,669**
              **)**
              
              30,311Increase
                  (decrease) in other liabilities
              
              
              **23,526**
              
              
              (19,982
              )Net
                  cash provided by operating activities
              
              **$**
              **247,533**
              
              $
              82,297*See
                  accompanying notes.*
 
 
 F-3
 Table
            of Contents
 
 **Findex.com,
        Inc.**
 **Notes
        to Condensed Consolidated Financial Statements**
 **March
        31, 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.
 **RESTRICTED
        CASH**
 
 Restricted
        cash represents cash held in reserve by our merchant banker to allow for
        a
        potential increase in credit card chargebacks from increased consumer purchases.
 
 **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 (Restated)**
  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 being 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 $2,013,383, less accumulated
          amortization of $1,230,133 at March 31, 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* ,
          establishes 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 $37,080 and $16,174 for the three months ended March 31, 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 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.
 F-5
 Table
            of Contents
 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.
 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 $89,140 ,
        less
        accumulated amortization of $25,799 at March
        31,
        2005 .
 
  **NET
        REVENUE (Restated)**
 
 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 three months ended March 31, 2005
            and 2004
            and maintain a reserve for rebate claims remaining unpaid from
            2000.
 F-6
 Table
            of Contents
  **Service
        Revenue**
 
 We
        offer
        several technical support plans and recognize support revenue over the life
        of
        the plans, generally one year.
 
 **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 service, 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.
 F-7
 Table
            of Contents
  **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.
 
 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 March
        31,
        2005 ,
        inventories consisted of the following:
 
 Raw
                  materials
              
              $
              134,070Finished
                  goods
              
              
              113,977Inventories
              
              $
              248,047
 
 During
          the three months ended March 31, 2004, we wrote-off obsolete inventory
          with a
          carried cost totaling $32,396. This has been included in cost of sales.
   **NOTE
          3 - INCOME TAXES (Restated)**
 
 The
          provision (benefit) for taxes on net income for the three months ended March
          31,
          2005 and
          2004 consisted of the following:
 
 **2005**
                
                
                2004Current:Federal
                
                **$**
                **---**
                
                $
                ---State
                
                
                **180**
                
                
                ---**180**
                
                
                ---Deferred:Federal
                
                
                **(141,093**
                **)**
                
                25,001State
                
                
                **(8,576**
                **)**
                
                5,310**(149,669**
                **)**
                
                30,311Total
                    tax provision (benefit)
                
                **$**
                **(149,489**
                **)**
                $
                30,311
 F-8
 Table
            of Contents
  **NOTE
        4 - EARNINGS PER COMMON SHARE (Restated)**
 
 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.
 
 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 March 31
              
              
              **2005**
              
              
              2004Net
                  Income
              
              **$**
              **104,676**
              
              $
              116,863Preferred
                  stock dividends
              
              
              **---**
              
              
              ---Net
                  income available to common shareholders
              
              **$**
              **104,676**
              
              $
              116,863Basic
                  weighted average shares outstanding
              
              
              **48,619,855**
              
              
              21,011,438Dilutive
                  effect of:Stock
                  options
              
              ****
              **480,790**
              
              
              ---Convertible
                  notes payable
              
              
              **---**
              
              
              1,800,000Convertible
                  Preferred Series A
              
              
              **---**
              
              
              114,000Convertible
                  Preferred Series B
              
              
              **---**
              
              
              40,000Warrants
              
              
              **250,156**
              
              
              ---Diluted
                  weighted average shares outstanding
              
              
              **49,350,801**
              
              
              22,965,438
 
 A
          total
          of 24,285,000 and 4,075,283 dilutive potential securities for the three
          months
          ended March 31, 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 (Restated)**
 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 a 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 have 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 will result 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
          April 22, 2005, this registration statement had not yet been declared effective.
          Pursuant to an agreement reached with the New York based private investment
          partnership in relation to the associated accruing penalties, we have agreed
          to
          pay the New York based private investment partnership an amount in cash
          equal to
          $100,000 in two equal installments of $50,000 between April 22, 2005 and
          May 22,
          2005, with no additional penalty obligations accruing for at least 60 days
          from
          April 22, 2005. Although there can be no assurance, management is hopeful
          that
          we will be to cause the registration statement to be declared effective
          by June
          21, 2005. If we are unsuccessful in causing the registration statement
          to be
          declared effective by the SEC by June 21, 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.
   **NOTE
          8 - REVISION AND RECLASSIFICATION**
  The
          company has revised its financial statements for the three months ended
          March
          31, 2005 to reflect changes in judgment resulting from a regulatory review
          of
          our financial statements associated with our Form SB-2 filing. There was
          no net
          effect on cash provided by operating activities or cash used by investing
          and
          financing activities as a result of these revisions.
  During
          the three month period ended June 30, 2002, we offset the remaining unpaid
          installment of $1,051,785 under a certain software license we originally
          acquired in July 1999 (the “software license”) from The Learning Company (“TLC”)
          against the carrying amount of that software license in accordance with
          the
          terms of a tentative settlement agreement reached with TLC. Although paragraph
          6
          of SFAS No. 141,*Business
          Combinations*,
          which
          guides the recognition and measurement of intangible assets, provides that
          the
          measurement of assets in which the consideration given is cash are measured
          by
          the amount of cash paid, we have determined that too much time had passed
          between the date of the software license agreement (June 1999) and the
          date of
          the tentative settlement (May 2002) for such an offset to be proper. We
          have
          revised the consolidated balance sheet as of December 31, 2002 and the
          consolidated statements of operations, stockholders’ equity, and cash flows for
          the year then ended. This revision returned the software license to its
          historical cost for determination of amortization and adjusted retained
          earnings
          for the prior year’s effects of the additional amortization and reclassification
          of the debt extinguishment as revenue.
  Also
          during the three month period ended June 30, 2002, we extended the estimated
          life of the software license from 10 years to 50 years in accordance with
          the
          terms of the tentative settlement agreement with TLC. During the year ended
          December 31, 2003, we extended the estimated life of the software license
          from
          50 years to indefinite based on the terms of our final settlement with
          The
          Zondervan Corporation and TLC and our assessment of the estimated future
          direct
          and indirect cash flows from the software license, as provided by paragraphs
          53
          and 11 of SFAS No. 142, *Goodwill
          and Other Intangible Assets* .
          Although the software license provides for the unlimited and exclusive
          use of
          the trademarks related to the software programs, and management originally
          assessed the useful life of the software license as indefinite, we have
          determined that a 10 year life is appropriate based on the going concern
          opinion
          issued on our 2000 through 2003 financial statements. We have revised the
          consolidated balance sheets as of December 31, 2002, 2003, and 2004 and
          the
          consolidated statements of operations, consolidated statements of stockholders’
          equity, and consolidated statements of cash flows for the years then ended
          to
          reflect amortization of the software license agreement over a 10 year useful
          life.
 
 A
          summary
          of the effects of these changes is as follows:
  F-10
 Table
              of Contents
  **Findex.com,
                      Inc.****CONDENSED
                      CONSOLIDATED BALANCE SHEET****March
                      31, 2005****(Unaudited)****As
                      Previously Reported**
                  
                  
                  **As
                      Restated**
                  
                  
                  **Change****Assets**Current
                      assets:Cash
                      and cash equivalents
                  
                  
                  
                  
                  $
                  283,141
                  
                  $
                  283,141
                  
                  $
                  ---Accounts
                      receivable, trade
                  
                  
                  
                  
                  
                  517,242
                  
                  
                  517,242
                  
                  
                  ---Inventory
                  
                  
                  
                  
                  
                  248,047
                  
                  
                  248,047
                  
                  
                  ---Other
                      current assets
                  
                  
                  
                  
                  
                  355,099
                  
                  
                  351,193
                  
                  
                  (3,906
                  )
                  
                  (a
                  )Total
                      current assets
                  
                  
                  
                  
                  
                  1,403,529
                  
                  
                  1,399,623
                  
                  
                  (3,906
                  )Property
                      and equipment, net
                  
                  140,800
                  
                  
                  140,800
                  
                  
                  ---Software
                      license, net
                  
                  2,513,158
                  
                  
                  2,139,907
                  
                  
                  (373,251
                  )
                  
                  (b
                  )Capitalized
                      software development costs, net
                  
                  783,250
                  
                  
                  783,250
                  
                  
                  ---Restricted
                      cash
                  
                  50,354
                  
                  
                  50,354
                  
                  
                  ---Other
                      assets
                  
                  417,854
                  
                  
                  382,521
                  
                  
                  (35,333
                  )
                  
                  (a
                  )Total
                      assets
                  
                  
                  
                  
                  $
                  5,308,945
                  
                  $
                  4,896,455
                  
                  $
                  (412,490
                  )**Liabilities
                      and stockholders**’**
                      equity**Current
                      liabilities:Accounts
                      payable, trade
                  
                  
                  
                  
                  $
                  506,852
                  
                  $
                  506,852
                  
                  $
                  ---Accrued
                      royalties
                  
                  
                  
                  
                  
                  253,744
                  
                  
                  253,744
                  
                  
                  ---Other
                      current liabilities
                  
                  
                  
                  
                  
                  474,602
                  
                  
                  473,609
                  
                  
                  (993
                  )
                  
                  (c
                  )Total
                      current liabilities
                  
                  
                  
                  
                  
                  1,235,198
                  
                  
                  1,234,205
                  
                  
                  (993
                  )Long-term
                      obligations
                  
                  296,894
                  
                  
                  189,698
                  
                  
                  (107,196
                  )
                  
                  (a
                  )Commitments
                      and contingenciesStockholders’equity:Common
                      stock
                  
                  
                  
                  
                  
                  48,620
                  
                  
                  48,620
                  
                  
                  ---Paid-in
                      capital
                  
                  
                  
                  
                  
                  9,198,417
                  
                  
                  9,198,417
                  
                  
                  ---Retained
                      (deficit)
                  
                  
                  
                  
                  
                  (5,470,184
                  )
                  
                  (5,774,485
                  )
                  
                  (304,301
                  )Total
                      stockholders’
                      equity
                  
                  
                  
                  
                  
                  3,776,853
                  
                  
                  3,472,552
                  
                  
                  (304,301
                  )Total
                      liabilities and stockholders’
                      equity
                  
                  
                  
                  
                  $
                  5,308,945
                  
                  $
                  4,896,455
                  
                  $
                  (412,490
                  )(a)
                      Decreased
                      deferred taxes from amortization of software license
                      agreement.(b)
                      Decrease
                      from additional amortization of software license
                      agreement.(c)
                      Decrease
                      in accrued management bonus resulting from additional amortization
                      of
                      software license agreement.
  F-11
 Table
                of Contents
  **Findex.com,
                      Inc.****CONDENSED
                      CONSOLIDATED STATEMENTS OF OPERATIONS****Three
                      Months Ended March 31, 2005****(Unaudited)****As
                      Previously Reported**
                  ****
                  ****
                  **As
                      Restated**
                  ****
                  ****
                  **Change**Revenues,
                      net of reserves and allowances
                  $
                  1,672,504
                  
                  $
                  1,677,414
                  
                  $
                  4,910
                  
                  
                  (a
                  )Cost
                      of sales
                  
                  493,506
                  
                  
                  508,785
                  
                  
                  15,279
                  
                  
                  (b
                  )Gross
                      profit
                  
                  
                  
                  
                  
                  1,178,998
                  
                  
                  1,168,629
                  
                  
                  (10,369
                  )Operating
                      expenses:Sales
                      and marketing
                  
                  
                  
                  
                  
                  437,816
                  
                  
                  427,447
                  
                  
                  (10,369
                  )General
                      and administrative
                  
                  
                  
                  
                  
                  636,711
                  
                  
                  635,718
                  
                  
                  (993
                  )
                  
                  (c
                  )Other
                      operating expenses
                  
                  
                  
                  
                  
                  20,544
                  
                  
                  146,421
                  
                  
                  125,877
                  
                  
                  (d
                  )Total
                      operating expenses
                  
                  
                  
                  
                  
                  1,095,071
                  
                  
                  1,209,586
                  
                  
                  114,515Earnings
                      (loss) from operations
                  
                  83,927
                  
                  
                  (40,957
                  )
                  
                  (124,884
                  )Other
                      expenses, net
                  
                  (3,856
                  )
                  
                  (3,856
                  )
                  
                  ---Income
                      (loss) before income taxes
                  
                  
                  
                  
                  
                  80,071
                  
                  
                  (44,813
                  )
                  
                  (124,884
                  )Provision
                      for income taxes
                  
                  81,532
                  
                  
                  149,489
                  
                  
                  67,957
                  
                  
                  (e
                  )Net
                      income
                  
                  
                  
                  
                  $
                  161,603
                  
                  $
                  104,676
                  
                  $
                  (56,927
                  )Net
                      earnings per share:Basic
                  
                  
                  
                  
                  $
                  ---
                  
                  $
                  ---
                  
                  $
                  ---Diluted
                  
                  
                  
                  
                  $
                  ---
                  
                  $
                  ---
                  
                  $
                  ---Weighted
                      average shares outstanding:Basic
                  
                  
                  
                  
                  
                  48,619,855
                  
                  
                  48,619,855
                  
                  
                  ---Diluted
                  
                  
                  
                  
                  
                  49,350,801
                  
                  
                  49,350,801
                  
                  
                  ---(a)
                      Increase
                      from reclassifying rebate reserve adjustment as an adjustment
                      to revenue
                      instead of an adjustment
                      to sales and marketing expenses.(b)
                      Increase
                      from reclassifying fulfillment expenses as cost of sales instead
                      of sales
                      and marketing expenses.(c)
                      Decrease
                      in accrued management bonus resulting from additional amortization
                      of
                      software license agreement.(d)
                      Increase from additional amortization of software license
                      agreement.(e)
                      Increase
                      in deferred tax benefits resulting from additional amortization
                      of
                      software license.
  F-12
 Table
            of Contents
 **Findex.com,
                    Inc.****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS****Three
                    Months Ended March 31, 2005****(Unaudited)****As
                    Previously Reported**
                ****
                ****
                **As
                    Restated**
                ****
                ****
                **Change**Cash
                    flows from operating activities:Cash
                    received from customers
                
                
                
                
                $
                1,707,292
                
                $
                1,707,292
                
                $
                ---Cash
                    paid to suppliers and employees
                
                
                
                
                
                (1,456,683
                )
                
                (1,456,683
                )
                
                ---Other
                    operating activities, net
                
                
                
                
                
                (3,076
                )
                
                (3,076
                )
                
                ---Net
                    cash provided by operating activities
                
                
                
                
                
                247,533
                
                
                247,533
                
                
                ---Cash
                    flows from investing activities:Software
                    development costs
                
                
                
                
                
                (264,649
                )
                
                (264,649
                )
                
                ---Other
                    investing activities, net
                
                
                
                
                
                (14,581
                )
                
                (14,581
                )
                
                ---Net
                    cash (used) by investing activities
                
                
                
                
                
                (279,230
                )
                
                (279,230
                )
                
                ---Cash
                    flows from financing activities:Payments
                    made on long-term notes payable
                
                
                
                
                
                (26,521
                )
                
                (26,521
                )
                
                ---Net
                    cash (used) by financing activities
                
                
                
                
                
                (26,521
                )
                
                (26,521
                )
                
                ---Net
                    (decrease) in cash and cash equivalents
                
                (58,218
                )
                
                (58,218
                )
                
                ---Cash
                    and cash equivalents, beginning of year
                
                341,359
                
                
                341,359
                
                
                ---Cash
                    and cash equivalents, end of period
                
                
                
                
                $
                283,141
                
                $
                283,141
                
                $
                ---Reconciliation
                    of net income to cash flows from operating activities:Net
                    income
                
                
                
                
                $
                161,603
                
                $
                104,676
                
                $
                (56,927
                )Adjustments
                    to reconcile net income to net cashprovided
                    by operating activities:Software
                    development costs amortized
                
                
                
                
                
                182,688
                
                
                182,688
                
                
                ---Provision
                    for bad debts
                
                
                
                
                
                653
                
                
                653
                
                
                ---Depreciation
                    & amortization
                
                
                
                
                
                19,891
                
                
                145,768
                
                
                125,877
                
                
                (a
                )Loss
                    on disposal of property, plant and equipment
                
                
                
                
                
                1,715
                
                
                1,715
                
                
                ---Change
                    in assets and liabilities:Decrease
                    in accounts receivable
                
                
                
                
                
                48,924
                
                
                48,924
                
                
                ---(Increase) in
                    inventories
                
                
                
                
                
                (14,047
                )
                
                (14,047
                )
                
                ---Decrease
                    in prepaid expenses
                
                
                
                
                
                51,841
                
                
                51,841
                
                
                ---(Decrease)
                    in accrued royalties
                
                
                
                
                
                (33,770
                )
                
                (33,770
                )
                
                ---(Decrease)
                    in accounts payable
                
                
                
                
                
                (114,952
                )
                
                (114,952
                )
                
                ---Increase
                    in income taxes payable
                
                
                
                
                
                180
                
                
                180
                
                
                ---(Decrease)
                    in deferred taxes
                
                
                
                
                
                (81,712
                )
                
                (149,669
                )
                
                (67,957
                )
                
                (b
                )Increase in
                    other liabilities
                
                
                
                
                
                24,519
                
                
                23,526
                
                
                (993
                )
                
                (c
                )Net
                    cash provided by operating activities
                
                
                
                
                $
                247,533
                
                $
                247,533
                
                $
                ---(a)
                    Increase
                    from additional amortization of software license
                    agreement.(b)
                    Increase
                    from reclassifying fulfillment expenses as cost of sales instead
                    of sales
                    and marketing expenses.(c)
                    Decrease
                    in accrued management bonus resulting from additional amortization
                    of
                    software license agreement.
 F-13
 Table
            of Contents





**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS.**


***Cautionary
      Statement Regarding Forward-Looking Statements***


**This
        Form 10-QSB/A, press releases and certain information provided periodically
        in
        writing or orally by our officers or our agents contain statements which
        constitute forward-looking. 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/A 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/A, 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/A 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 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®.
        As a
        result of this release, as well as our release in December 2004 of our most
        recent upgrade to QuickVerse®,
        our
        first quarter 2005 revenues were slightly higher than those during the first
        quarter of 2004. Also during the first quarter of 2005, we 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 these two new editions
        will provide us with an opportunity to broaden our customer base as 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. Our
        performance during the first quarter of 2005 marks the third straight year
        in
        which we have increased our gross revenues during our first quarter. Although
        there can be no assurance, we believe that we can sustain our revenue growth
        through the second and third quarters based upon our anticipated introduction
        during the second quarter of our QuickVerse®Macintosh edition, which was announced during the first quarter 2005. We
        believe
        that this introduction will make us the only publisher of Bible reference
        software for each of Windows®,
        Macintosh®,
        Pocket
        PC®and Palm
        OS®.
   ***Results
          Of Operations for Quarters Ending March 31, 2005 and March 31,
          2004***
  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.


-1-
 Table
            of Contents


During
            the three months ended March 31, 2004, we wrote down a distinct
            category of
            obsolete inventory of approximately $32,000 which is included in cost
            of sales.
            This write down item had no effect on the cash flow statement. Our net
            income
            decreased approximately $12,000 from a net income of approximately $117,000
            for
            the three months ended March 31, 2004 to a net income of approximately
            $105,000
            for the three months ended March 31, 2005. For the three months ended
            March 31,
            2004 and 2005 we did not recognize any non-cash expenses related to common
            shares of 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 products or products
        and
        services, we allocate and defer revenue for the undelivered products or products
        and services based on their vendor-specific objective evidence of fair value,
        which is generally the price charged when that product or product and service
        is
        sold separately.
 
 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 months ended March 31, 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 in each case. 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, price protections or price 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.


Software
        products are sold separately, without an obligation of 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.


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          of Contents




Gross
        revenues increased approximately $269,000 from approximately $1,715,000 for
        the
        three months ended March 31, 2004 to approximately $1,984,000 for the three
        months ended March 31, 2005. Such increase is due to our release of
        an
        enhanced version of Membership Plus ® during
        the first quarter of 2005 and an enhanced version of QuickVerse ® during
        late fourth quarter of 2004. During the fourth quarter of 2004 when
        QuickVerse ® 2005 was
        released, it was available in three editions ranging in price from $99.95
        to
        $299.95. During the first quarter of 2005, we released an enhanced
        version
        of the QuickVerse ® Essentials edition which retails for $49.95. In addition, we released a new
        edition to the QuickVerse ® family,
        the QuickVerse ® Platinum
        edition, which contains the most Bible translations and reference titles
        of any
        QuickVerse ® edition
        and retails for $799.95. Comparatively, during the three months ended March
        31,
        2004, we had the product release of Membership Plus ® 8.0
        which ranged in price from $199.95 to $299.95 and the late December 2003
        release
        of QuickVerse ® 8.0
        which ranged in price from $99.95 to $299.95.
 
 Sales
        returns and allowances increased approximately $102,000 from approximately
        $209,000 for the three months ended March 31, 2004 to approximately $311,000
        for
        the three months ended March 31, 2005 and increased as a percentage of gross
        sales from approximately 12% for the three months ended March 31, 2004 to
        approximately 16% for the three months ended March 31, 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 distributors and stores made shelf space
        during
        the first quarter of 2005. Furthermore, the timeframe between 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. Although
        we expect to continue to release enhanced versions of our
        products annually, we 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 because incidents of return are lower for sales direct to end-users
        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 decreased approximately $15,000 from approximately $389,000 for the
      three months ended March 31, 2004 to approximately $374,000 for the three months
      ended March 31, 2005 and decreased as a percentage of gross revenues
      approximately 4% from approximately 23% for the three months ended March
      31, 2004 to approximately 19% for the three months ended March 31, 2005. The
      three months ended March 31, 2004 include the write down of a distinct category
      of obsolete inventory of approximately $32,000. Furthermore, fulfillment costs
      from a third-party warehouse and included in the manufacturing overhead costs
      noted above decreased approximately $20,000 from approximately $35,000 for
      the
      three months ended March 31, 2004 to approximately $15,000 for the three months
      ended March 31, 2005 as we moved our retail fulfillment to a new outside entity
      in late October 2004. Both the write down of obsolete inventory and the
      fulfillment costs explain the decrease of the direct costs and manufacturing
      overhead when compared as a percentage of gross revenues. The amortization
      costs
      recognized during the three months ended March 31, 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 costs recognized during the three months ended
      March
      31, 2005 resulted from the December 2004 release of QuickVerse®2005 and
      the February 2005 release of Membership Plus®2005.
      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.






Royalties
      to third party intellectual property content providers increased
      approximately $55,000 from approximately $80,000 for the three months ended
      March 31, 2004 to approximately $135,000 for the three months ended March 31,
      2005. Royalties also increased as a percentage of gross revenues from
      approximately 4.7% for the three months ended March 31, 2004 to approximately
      6.8% for the three months ended March 31, 2005. The increase of royalties
      reflects the release of the QuickVerse®2005
      editions in early December 2004, and the two additional QuickVerse®editions, specifically QuickVerse®Essentials and QuickVerse®Platinum, which were released in early March of 2005. Furthermore, we sold
      some
      of the older QuickVerse®versions
      to liquidators at a reduced price throughout the first quarter of 2005 but
      had
      no such sales during the first 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.




-3-
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          of Contents




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 March 31, 2004 and 2005
        were
        approximately $74,000 and approximately $265,000, respectively. Accumulated
        amortization of these development costs included in cost of sales totaled
        approximately $152,000 and approximately $183,000 for the three months ended
        March 31, 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 and the consistent one year turn around on enhanced versions of
        our
        two best-selling product lines QuickVerse ® and
        Membership Plus ® .
  **Three
                  Months Ended March 31,**
                
                
                **2005**
                
                
                2004Beginning
                    balance
                
                **$**
                **701,289**
                
                $
                584,706Capitalized
                
                
                **264,649**
                
                
                73,628Amortized
                    (cost of sales)
                
                
                **182,688**
                
                
                152,213Ending
                    balance
                
                **$**
                **783,250**
                
                $
                506,121Research
                    and development expense (General and administrative)
                
                **$**
                **37,080**
                
                $
                16,174
  ***Sales,
          General and Administrative***
 
 With
              gross revenues increasing approximately $269,000 for the first quarter
              of 2005
              from the first quarter of 2004, sales expenses also increased approximately
              $185,000 from approximately $243,000 for the three months ended March
              31, 2004
              to approximately $428,000 for the three months ended March 31, 2005.
              Included in
              sales expenses, commissions to a third-party telemarketing firm increased
              approximately $105,000 from approximately $166,000 for the three months
              ended
              March 31, 2004 to approximately $271,000 for the three months ended
              March 31,
              2005. Commissions also increased as a percentage of gross revenues
              from
              approximately 9.7% to approximately 13.7% for the three months ended
              March 31,
              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 first quarter of 2005 compared with just
              one product
              release during the first quarter of 2004. Advertising and direct marketing
              costs
              increased approximately $84,000 from approximately $73,000 for the
              three months
              ended March 31, 2004 to approximately $157,000 for the three months
              ended March
              31, 2005 and increased as a percentage of gross revenues from approximately
              4%
              to 8%, respectively. This increase is a direct result of 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 ® .


-4-
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          of Contents




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 $16,000 for
          the
          three months ended March 31, 2004 compared to approximately $37,000 incurred
          for
          the three months ended March 31, 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.
 
 Total
          personnel costs decreased approximately $13,000 from approximately $395,000
          for
          the three months ended March 31, 2004 to approximately $382,000 for the
          three
          months ended March 31, 2005. Direct salaries and wages increased approximately
          $64,000 from approximately $356,000 for the three months ended March 31,
          2004 to
          approximately $420,000 for the three months ended March 31, 2005 but remained
          consistent as a percentage of gross revenues at approximately 21%. This
          includes
          approximately $5,000 in expense for upper management year-end bonus accrual.
          This increase in salaries and wages is a result of increasing our sales
          and
          marketing team, technical support staff and development staff. However,
          the
          associated health care costs decreased approximately $15,000 from approximately
          $48,000 for the three months ended March 31, 2004 to approximately $33,000
          for
          the three months ended March 31, 2005 as we restructured our health benefits
          plans. The capitalization of direct and indirect labor and related overhead
          charges as software development costs (see “Cost of Sales” above) increased by
          approximately $52,000 from approximately $45,000 for the three months ended
          March 31, 2004 to approximately $97,000 for the three months ended March
          31,
          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 $30,000 for the three months ended March
        31,
        2005 as we continue to work through the registration process
        for
        our registration statement on Form SB-2. It is anticipated that legal
        costs
        will continue to increase as we hold our first annual meeting of stockholders
        later this year and pursue our business plan for growth by acquiring companies
        and software title properties that are synergistic with our current product
        line
        and customer base. Telecommunications costs decreased approximately $23,000
        for
        the three months ended March 31, 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 beginning in
        December 2004 through March 2005. Corporate service fees increased approximately
        $33,000 for the three months ended March 31, 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. Interest expense for the three months ended March 31,
        2005
        decreased by approximately $11,000 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.


***Amortization***






Amortization
      expense increased approximately $7,000 for the three months ended March 31,
      2005. The software license acquired from TLC 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.


-5-
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          of Contents


We
        have
        recognized a net deferred tax asset whose realization depends on generating
        future taxable income. At March 31, 2005, management established the valuation
        allowance based on the assessment that we will produce sufficient
        income in
        the future to realize our 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. 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 need 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 and our pursuit
            of
            future strategic product line and/or corporate acquisitions and licensing.
 
  As
            of
            March 31, 2005, we had $1,399,623 in current assets, $1,234,205
            in current
            liabilities and a retained deficit of $5,774,485. We had a loss before
            income taxes of $44,813 for the three months ended March 31, 2005.
  
 Net
            cash
            provided by operating activities was approximately $82,000 for the three
            months
            ended March 31, 2004 and approximately $248,000 for the three months
            ended March
            31, 2005. The increase in cash provided was primarily due to an increase
            in the
            amounts received from customers resulting from increased sales.
 
 Net
            cash
            used in investing activities was approximately $92,000 for the three
            months
            ended March 31, 2004 and approximately $279,000 for the three months
            ended March
            31, 2005. The increase in cash used for investing activities results
            from
            capitalizing costs associated with software development and upgrading
            our
            internal computer equipment and software in order to increase our operating
            efficiency capabilities.
 
 Net
            cash
            used by financing activities was approximately $1,000 for the three months
            ended
            March 31, 2004 and approximately $27,000 for the three months ended March
            31,
            2005. Cash used by financing activities reflects payments made on long-term
            note
            payables.
 
  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. Under the terms of the agreement,
            Barron purchased 21,875,000 restricted shares of common stock at a price
            of
            $0.08 per share. In addition, according to the terms of the agreement,
            Barron
            received two warrants to purchase common stock. The first warrant
            entitles the holder to purchase up to 10,937,500 shares
            of common
            stock at a price of $0.18 per share and the second warrant entitles the
            holder to purchase up to 10,937,500 additional shares of common
            stock at a
            price of $0.60 per share. The original terms of the agreement called
            for the
            exercise price associated with each of the warrants to be subject to
            adjustment
            based on the occurrence or non-occurrence of certain events. An amendment
            to the
            Barron Stock Purchase Agreement was entered into on September 30, 2004
            which
            voided these provisions. See Exhibits 10.10, 10.11, 10.12, and 10.13.
    **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.
  **(b)**  **Changes
              In Internal Control 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.




-6-
 Table
          of Contents




**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, our financial condition, including liquidity
        and
        profitability, and our 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
          March 31, 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
      March 31, 2005.


There
          were no material changes to the procedures by which security holders may
          recommend nominees to our board of directors.




**ITEM
      5. OTHER INFORMATION.**





The
        Annual Meeting of the Stockholders of Findex.com, Inc. will be held on September
        8, 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
        July 10, 2005, and no later than August 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, 2000.3(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.
  -7-
 Table
                of Contents
  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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