Nevada
|
88-0379462
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
620 North 129th Street, Omaha, Nebraska
|
68154
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Page
|
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F-1
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F-1
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F-2
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F-3
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F-4
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1
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9
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9
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10 | |
10
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10
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10
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10
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10
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10
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10
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13
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CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
June
30, 2008
|
December
31, 2007
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 523,751 | $ | 1,134,547 | ||||
Accounts
receivable, trade, net
|
149,217 | 236,301 | ||||||
Inventories
|
87,541 | 93,852 | ||||||
Other
current assets
|
97,000 | 135,626 | ||||||
Total
current assets
|
857,509 | 1,600,326 | ||||||
Property
and equipment, net
|
47,037 | 56,214 | ||||||
Intangible
assets, net
|
996,397 | 979,011 | ||||||
Other
assets
|
133,324 | 92,860 | ||||||
Total
assets
|
$ | 2,034,267 | $ | 2,728,411 | ||||
Liabilities
and stockholders’ equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable, trade
|
$ | 654,308 | $ | 627,720 | ||||
Accounts
payable, related party
|
75,098 | 75,302 | ||||||
Accrued
royalties
|
646,129 | 587,692 | ||||||
Derivative
liabilities
|
--- | 906,274 | ||||||
Other
current liabilities
|
377,151 | 417,903 | ||||||
Total
current liabilities
|
1,752,686 | 2,614,891 | ||||||
Long-term
debt, net
|
38,050 | 11,877 | ||||||
Deferred
income taxes, net
|
20,825 | 34,800 | ||||||
Commitments
and contingencies (Note 10)
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $.001 par value
|
||||||||
5,000,000
shares authorized
|
||||||||
-0-
and -0- shares issued and outstanding, respectively
|
--- | --- | ||||||
Common
stock, $.001 par value
|
||||||||
120,000,000
shares authorized,
|
||||||||
54,072,725
and 52,250,817 shares issued and outstanding, respectively
|
54,073 | 52,251 | ||||||
Paid-in
capital
|
7,787,780 | 7,715,081 | ||||||
Retained
(deficit)
|
(7,619,147 | ) | (7,700,489 | ) | ||||
Total
stockholders’ equity
|
222,706 | 66,843 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 2,034,267 | $ | 2,728,411 | ||||
See
accompanying notes.
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Revenues,
net of reserves and allowances
|
$ | 520,984 | $ | 602,838 | $ | 1,132,515 | $ | 1,758,331 | ||||||||
Cost
of sales
|
235,306 | 281,517 | 490,215 | 776,875 | ||||||||||||
Gross
profit
|
285,678 | 321,321 | 642,300 | 981,456 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
153,382 | 158,476 | 341,525 | 354,965 | ||||||||||||
General
and administrative
|
471,048 | 534,427 | 981,574 | 1,024,294 | ||||||||||||
Total
operating expenses
|
624,430 | 692,903 | 1,323,099 | 1,379,259 | ||||||||||||
Loss
from operations
|
(338,752 | ) | (371,582 | ) | (680,799 | ) | (397,803 | ) | ||||||||
Other
income (expenses), net
|
972 | (6,445 | ) | 5,866 | (15,275 | ) | ||||||||||
Gain
on fair value adjustment of derivatives
|
--- | 27,201 | 305,620 | 53,745 | ||||||||||||
Gain
on settlement of derivative liabilities
|
--- | --- | 450,654 | --- | ||||||||||||
Income
(loss) before income taxes
|
(337,780 | ) | (350,826 | ) | 81,341 | (359,333 | ) | |||||||||
Income
tax benefit
|
--- | 7,275 | --- | 10,100 | ||||||||||||
Net
income (loss)
|
$ | (337,780 | ) | $ | (343,551 | ) | $ | 81,341 | $ | (349,233 | ) | |||||
Net
earnings (loss) per share:
|
||||||||||||||||
Basic
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | |||||
Diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | |||||
Weighted
average shares outstanding:
|
||||||||||||||||
Basic
|
53,946,278 | 49,794,498 | 53,290,855 | 49,791,425 | ||||||||||||
Diluted
|
53,946,278 | 49,794,498 | 54,103,693 | 49,791,425 | ||||||||||||
See
accompanying notes.
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||||
(Unaudited)
|
|||||||||
Six
Months Ended June 30,
|
2008
|
2007
|
|||||||
Cash
flows from operating activities:
|
|||||||||
Cash
received from customers
|
$ |
1,186,281
|
$ |
1,835,864
|
|||||
Cash
paid to suppliers and employees
|
(1,368,073)
|
(1,580,906)
|
|||||||
Other
operating activities, net
|
11,937
|
(11,195)
|
|||||||
Net
cash (used) provided by operating activities
|
(169,855)
|
243,763
|
|||||||
Cash
flows from investing activities:
|
|||||||||
Software
development costs
|
(125,091)
|
(191,451)
|
|||||||
FormTool
purchase
|
(100,000)
|
---
|
|||||||
Deposits
refunded (paid)
|
2,700
|
(41,189)
|
|||||||
Other
investing activities, net
|
(51,280)
|
(11,334)
|
|||||||
Net
cash used by investing activities
|
(273,671)
|
(243,974)
|
|||||||
Cash
flows from financing activities:
|
|||||||||
Payment
made for settlement of derivative liabilities
|
(150,000)
|
---
|
|||||||
Payments
made on long-term notes payable
|
(17,270)
|
(45,009)
|
|||||||
Net
cash used by financing activities
|
(167,270)
|
(45,009)
|
|||||||
Net
(decrease) increase in cash and cash equivalents
|
(610,796)
|
(45,220)
|
|||||||
Cash
and cash equivalents, beginning of year
|
1,134,547
|
48,672
|
|||||||
Cash
and cash equivalents, end of period
|
$ |
523,751
|
$ |
3,452
|
|||||
Reconciliation
of net loss to cash flows from operating activities:
|
|||||||||
Net
income (loss)
|
$ |
81,341
|
$ |
(349,233)
|
|||||
Adjustments
to reconcile net income (loss) to net cash (used)
provided by operating activities:
|
|||||||||
Software
development costs amortized
|
157,128
|
160,433
|
|||||||
Depreciation
& amortization
|
224,703
|
286,485
|
|||||||
Bad
debts provision
|
2,293
|
17,164
|
|||||||
Noncash
operating expenses
|
34,521
|
---
|
|||||||
Gain
on fair value adjustment of derivatives
|
(305,620)
|
(53,745)
|
|||||||
Gain
on settlement of derivative liabilities
|
(450,654)
|
---
|
|||||||
Gain
on sale of property and equipment
|
---
|
(551)
|
|||||||
Change
in assets and liabilities:
|
|||||||||
Decrease
(increase) in accounts receivable
|
84,791
|
15,892
|
|||||||
Decrease
(increase) in inventories
|
6,311
|
34,631
|
|||||||
Decrease
in other current assets
|
35,947
|
3,569
|
|||||||
(Decrease)
increase in accrued royalties
|
58,437
|
43,706
|
|||||||
(Decrease)
in accounts payable
|
26,384
|
45,606
|
|||||||
(Decrease)
increase in other liabilities
|
(125,437)
|
39,806
|
|||||||
Net
cash (used) provided by operating activities
|
$ |
(169,855)
|
$ |
243,763
|
|||||
Schedule
of Noncash Investing and Financing Activities:
|
|||||||||
Long-term
note payable issued for FormTool purchase
|
$ |
85,934
|
$ |
---
|
|||||
Equity
issued for FormTool purchase
|
$ |
40,000
|
$ |
---
|
|||||
See
accompanying notes.
|
▪
|
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.
|
▪
|
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.
|
Raw
materials
|
$ | 55,664 | ||
Finished
goods
|
44,277 | |||
Less
reserve for obsolete inventory
|
(12,400 | ) | ||
Inventories
|
$ | 87,541 |
Description
|
Amount
|
|||
Fair
value of common stock
|
$ | 40,000 | ||
Cash
|
100,000 | |||
Promissory
note
|
85,934 | |||
Total
|
$ | 225,934 |
Description |
Amount
|
|||
Trademark/Tradename | $ | 67,780 | ||
Internet
domain names
|
33,890 | |||
Customer list | 22,594 | |||
Copyrights | 67,780 | |||
Computer software code | 22,594 | |||
Distribution agreements | 11,296 | |||
Total
|
$ | 225,934 |
Description
|
Estimated
Remaining Life (years)
|
||
Trademark/Tradename/Copyrights |
10
|
||
Internet domain names |
5
|
||
Customer list/Computer software code |
3
|
||
Distribution agreements (remaining contract term) |
.33
|
Balance
December 31, 2007
|
$ | 2,000 | ||
Bad
debts provision (included in Other operating expenses)
|
2,293 | |||
Accounts
written off
|
(726 | ) | ||
Collection
of accounts previously written off
|
633 | |||
Balance
June 30, 2008
|
$ | 4,200 |
Balance
December 31, 2007
|
$ | 14,400 | ||
Provision
for obsolete inventory
|
11,800 | |||
Obsolete
inventory written off
|
(13,800 | ) | ||
Balance
June 30, 2008
|
$ | 12,400 |
Balance
December 31, 2007
|
$ | 95,009 | ||
Return
provision – sales
|
118,300 | |||
Return
provision – cost of sales
|
(17,745 | ) | ||
Returns
processed
|
(115,179 | ) | ||
Balance
June 30, 2008
|
$ | 80,385 |
Capital
lease obligation payable to a corporation due November 2009 in monthly
installments of $1,144, including interest at 11.7%. Secured by telephone
equipment.
|
$ | 18,802 | ||
Unsecured
term note payable to a shareholder due March 2008 in monthly installments
of $10,000, plus interest at 8%, through April 2007, and monthly
installments of $20,000, plus interest at 8%, beginning May
2007.
|
56,000 | |||
Unsecured
term note payable to a limited liability company due February 2010 in
monthly installments of $4,167, including simple interest at 15%. See Note
4.
|
73,330 | |||
Total
Long-term debt
|
148,132 | |||
Less: Current
maturities
|
(110,082 | ) | ||
Long-term
debt, net
|
$ | 38,050 |
For
the Three Months Ended June 30,
|
2008
|
2007
|
||||||
Net
loss
|
$ | (337,780 | ) | $ | (343,551 | ) | ||
Preferred
stock dividends
|
--- | --- | ||||||
Net
loss available to common shareholders
|
$ | (337,780 | ) | $ | (343,551 | ) | ||
Basic
weighted average shares outstanding
|
53,946,278 | 49,794,498 | ||||||
Dilutive
effect of:
|
||||||||
Stock
options
|
--- | --- | ||||||
Warrants
|
--- | --- | ||||||
Diluted
weighted average shares outstanding
|
53,946,278 | 49,794,498 |
For
the Six Months Ended June 30,
|
2008
|
2007
|
||||||
Net
income (loss)
|
$ | 81,341 | $ | (349,233 | ) | |||
Preferred
stock dividends
|
--- | --- | ||||||
Net
income (loss) available to common shareholders
|
$ | 81,341 | $ | (349,233 | ) | |||
Basic
weighted average shares outstanding
|
53,290,855 | 49,791,425 | ||||||
Dilutive
effect of:
|
||||||||
Stock
options
|
--- | --- | ||||||
Warrants
|
812,838 | --- | ||||||
Diluted
weighted average shares outstanding
|
54,103,693 | 49,791,425 |
Chief
Executive Officer
|
Chief
Financial Officer
|
Chief
Technology Officer
|
Vice
President of Sales
|
|||||||||||||
Base
Annual Salary
|
$ | 150,000 | $ | 110,000 | $ | 150,000 | $ | 110,000 |
Accrued
Base Salary
|
Accrued
Management Bonus
|
Vested
Deferred Vacation Compensation
|
||||||||||
Included
in other current liabilities at June 30, 2008
|
$ | 23,898 | $ | --- | $ | 39,282 |
▪
|
H.
A. Ironside Collection with a retail price of $199.95,
|
|
▪
|
Timothy
Dwight Collection with a retail price of $49.95,
|
|
▪
|
John
Calvin Collection with a retail price of $49.95; and
|
|
▪
|
Arthur
W. Pink Collection with a retail price of
$49.95.
|
Statement
of Operations for Six Months Ending June 30
|
2008
|
2007
|
Change
|
|||||||||
Net
revenues
|
$ | 1,132,515 | $ | 1,758,331 | $ | (625,816 | ) | |||||
Cost
of sales
|
(490,215 | ) | (776,875 | ) | 286,660 | |||||||
Gross
profit
|
$ | 642,300 | $ | 981,456 | $ | (339,156 | ) | |||||
Sales,
marketing and general and administrative expenses
|
(1,323,099 | ) | (1,379,259 | ) | 56,160 | |||||||
Loss
from operations
|
$ | (680,799 | ) | $ | (397,803 | ) | $ | (282,996 | ) | |||
Other
income (expenses)
|
5,866 | (15,275 | ) | 21,141 | ||||||||
Gain
on fair value adjustment of derivatives
|
305,620 | 53,745 | 251,875 | |||||||||
Gain
on settlement of derivative liabilities
|
450,654 | --- | 450,654 | |||||||||
Income
(loss) before income taxes
|
$ | 81,341 | $ | (359,333 | ) | $ | 440,674 | |||||
Income
tax benefit
|
--- | 10,100 | (10,100 | ) | ||||||||
Net
income (loss)
|
$ | 81,341 | $ | (349,233 | ) | $ | 430,574 |
▪
|
a
decrease in net revenues for the six months ended June 30, 2008 partly
attributable to the following:
|
||
▪
|
an
overall net decrease in unit sales of our QuickVerse®
product line due to a reduction in the perceived value on the part of
customers of certain upgrades based on the relative frequency
thereof;
|
||
▪
|
the
sale of our Membership Plus®
product line during October 2007; and
|
||
▪
|
the
decreased number of product releases;
|
||
▪
|
a
decrease in cost of sales for the six months ended June 30, 2008 due
primarily to decreased direct and royalty costs; and
|
||
▪
|
most
notably for the six months ended June 30, 2008:
|
||
▪
|
the
recognition of a gain related to the fair value adjustment of derivatives
up to the settlement date of March 6, 2008 due to the fluctuation of our
stock price; and
|
||
▪
|
the
recognition of a gain on settlement of derivative liabilities in relation
to warrants issued in November 2004 and which were canceled on March 6,
2008 in exchange for a single cash payment ($150,000) that was less than
the calculated fair value of the derivatives on such
date.
|
|
Change
|
|||||||||||||||||||||||
Revenues
for Six Months Ending June 30
|
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
Gross
revenues
|
$ | 1,249,932 | 100 | % | $ | 1,980,108 | 100 | % | $ | (730,176 | ) | 37 | % | |||||||||||
Less
estimated sales returns and allowances
|
(117,417 | ) | 9 | % | (221,777 | ) | 11 | % | 104,360 | 47 | % | |||||||||||||
Net
revenues
|
$ | 1,132,515 | 91 | % | $ | 1,758,331 | 89 | % | $ | (625,816 | ) | 36 | % |
|
Change
|
|||||||||||||||||||||||
Cost
of Sales for Six Months Ending June 30
|
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
Direct
costs
|
$ | 154,123 | 12 | % | $ | 267,051 | 13 | % | $ | (112,928 | ) | 42 | % | |||||||||||
Less
estimated cost of sales returns and allowances
|
(17,745 | ) | 1 | % | (33,465 | ) | 2 | % | 15,720 | 47 | % | |||||||||||||
Amortization
of software development costs
|
157,128 | 13 | % | 160,433 | 8 | % | (3,305 | ) | 2 | % | ||||||||||||||
Royalties
|
109,485 | 9 | % | 254,800 | 13 | % | (145,315 | ) | 57 | % | ||||||||||||||
Freight-out
|
54,081 | 4 | % | 79,840 | 4 | % | (25,759 | ) | 32 | % | ||||||||||||||
Fulfillment
|
33,143 | 3 | % | 48,216 | 2 | % | (15,073 | ) | 31 | % | ||||||||||||||
Cost
of sales
|
$ | 490,215 | 39 | % | $ | 776,875 | 39 | % | $ | (286,660 | ) | 37 | % |
▪
|
decreased
royalty rates on our higher end QuickVerse®
editions (i.e. Deluxe and Platinum) through a realignment of our content
mix in the QuickVerse®
2008 versions and
|
|
▪
|
a
change in our sales mix for the six months ended June 30, 2008 which
resulted in more sales of our lower end QuickVerse®
edition, QuickVerse®
2008 Bible Suite, compared to those sales of our top of the line
QuickVerse®
edition, QuickVerse®
2008 Platinum.
|
▪
|
QuickVerse®
2007 (released August 2006),
|
|
▪
|
QuickVerse®
2007 Mobile (released December 2006),
|
|
▪
|
QuickVerse®
2007 Macintosh (released March 2007),
|
|
▪
|
QuickVerse®
2008 (released November 2007) and
|
|
▪
|
Multiple
new content additions for QuickVerse®
products (released April 2007 through May
2008).
|
▪
|
QuickVerse
2006 Macintosh (released June 2005),
|
|
▪
|
QuickVerse
2006 (released September 2005),
|
|
▪
|
QuickVerse®
2007 (released August 2006),
|
|
▪
|
Membership
Plus®
2007 (released October 2006),
|
|
▪
|
QuickVerse®
2007 Mobile (released December 2006) and
|
|
▪
|
QuickVerse®
2007 Macintosh (released March
2007).
|
Software
Development Costs For
|
Three
Months Ending June 30,
|
Six
Months Ending June 30,
|
||||||||||||||
2008
|
2007
|
2008
|
2007
|
|||||||||||||
Beginning
balance
|
$ | 349,847 | $ | 493,981 | $ | 392,172 | $ | 491,695 | ||||||||
Capitalized
|
119,398 | 81,745 | 167,288 | 191,450 | ||||||||||||
Amortized
(Cost of sales)
|
(66,913 | ) | (53,014 | ) | (157,128 | ) | (160,433 | ) | ||||||||
Ending
Balance
|
$ | 402,332 | $ | 522,712 | $ | 402,332 | $ | 522,712 | ||||||||
Research
and development expense (General and administrative)
|
$ | 34,917 | $ | 30,988 | $ | 103,955 | $ | 60,569 |
|
Change
|
|||||||||||||||||||||||
Sales,
General and Administrative Costs for Six Months Ending June
30
|
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
Selected
expenses:
|
||||||||||||||||||||||||
Commissions
|
$ | 66,959 | 5 | % | $ | 109,723 | 6 | % | $ | (42,764 | ) | 39 | % | |||||||||||
Advertising
and direct marketing
|
91,515 | 7 | % | 92,802 | 5 | % | (1,287 | ) | 1 | % | ||||||||||||||
Sales
and marketing wages, reclassified
|
180,758 | 14 | % | 135,276 | 7 | % | 45,482 | 34 | % | |||||||||||||||
Other
sales and marketing costs
|
2,293 | 0 | % | 17,164 | 1 | % | (14,871 | ) | 87 | % | ||||||||||||||
Total
sales and marketing
|
$ | 341,525 | 26 | % | $ | 354,965 | 19 | % | $ | (13,440 | ) | 4 | % | |||||||||||
Personnel
costs
|
$ | 272,060 | 22 | % | $ | 354,448 | 18 | % | $ | (82,388 | ) | 23 | % | |||||||||||
Amortization
and depreciation
|
224,702 | 18 | % | 286,485 | 14 | % | (61,783 | ) | 22 | % | ||||||||||||||
Research
and development
|
103,955 | 8 | % | 60,569 | 3 | % | 43,386 | 72 | % | |||||||||||||||
Corporate
services
|
64,280 | 5 | % | 20,000 | 1 | % | 44,280 | 221 | % | |||||||||||||||
Other
general and administrative costs
|
316,577 | 25 | % | 302,792 | 15 | % | 13,785 | 5 | % | |||||||||||||||
Total
general and administrative
|
$ | 981,574 | 78 | % | $ | 1,024,294 | 51 | % | $ | (42,720 | ) | 4 | % | |||||||||||
Total
sales, marketing, general and administrative
|
$ | 1,323,099 | 104 | % | $ | 1,379,259 | 70 | % | $ | (56,160 | ) | 4 | % |
Working
Capital
|
June
30, 2008
|
December
31, 2007
|
||||||
Current
assets
|
$ | 857,509 | $ | 1,600,326 | ||||
Current
liabilities
|
$ | 1,752,686 | $ | 2,614,891 | ||||
Retained
deficit
|
$ | 7,619,147 | $ | 7,700,489 |
Cash
Flows for Six Months Ending June 30
|
2008
|
2007
|
Change
|
%
|
||||||||||||
Cash
flows (used) provided by operating activities
|
$ | (169,855 | ) | $ | 243,763 | $ | (413,618 | ) | 170 | % | ||||||
Cash
flows (used) by investing activities
|
$ | (273,671 | ) | $ | (243,974 | ) | $ | (29,697 | ) | 12 | % | |||||
Cash
flows (used) by financing activities
|
$ | (167,270 | ) | $ | (45,009 | ) | $ | (122,261 | ) | 272 | % |
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)
|
Restated
Articles of Incorporation of Findex.com, Inc. dated June 1999 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 10, 2004
incorporated by reference to Exhibit 3.1(ii) on Form 10-QSB filed November
10, 2004.
|
3(ii)
|
Restated
By-Laws of Findex.com, Inc., incorporated by reference to Exhibit 3.3 on
Form 8-K filed March 15, 2000.
|
10.1
|
Stock
Incentive Plan of Findex.com, Inc. dated May 7, 1999, incorporated by
reference to Exhibit 10.1 on Form 10-KSB/A filed May 13,
2004.
|
10.2
|
Share
Exchange Agreement between Findex.com, Inc. and the stockholders of Reagan
Holdings Inc., dated March 7, 2000, incorporated by reference to Exhibit
2.1 on Form 8-K filed March 15,
2000.
|
10.3
|
License
Agreement between Findex.com, Inc. and Parsons Technology, Inc. dated June
30, 1999, incorporated by reference to Exhibit 10.3 on Form 10-KSB/A filed
May 13, 2004.
|
10.4
|
Employment
Agreement between Findex.com, Inc. and Steven Malone dated July 25, 2003,
incorporated by reference to Exhibit 10.4 on Form 10-KSB/A filed May 13,
2004.
|
10.5
|
Employment
Agreement between Findex.com, Inc. and Kirk Rowland dated July 25, 2003,
incorporated by reference to Exhibit 10.5 on Form 10-KSB/A filed May 13,
2004.
|
10.6
|
Employment
Agreement between Findex.com, Inc. and William Terrill dated June 7, 2002,
incorporated by reference to Exhibit 10.6 on Form 10-KSB/A filed May 13,
2004.
|
10.7
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and John A. Kuehne
dated July 25, 2003, incorporated by reference to Exhibit 10.7 on Form
10-KSB/A filed May 13, 2004.
|
10.8
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and Henry M.
Washington dated July 25, 2003, incorporated by reference to Exhibit 10.8
on Form 10-KSB/A filed May 13, 2004.
|
10.9
|
Restricted
Stock Compensation Agreement between Findex.com, Inc. and William Terrill
dated July 25, 2003, incorporated by reference to Exhibit 10.9 on Form
10-KSB/A filed May 13, 2004.
|
10.10
|
Stock
Purchase Agreement, including the form of warrant agreement, between
Findex.com, Inc. and Barron Partners, LP dated July 19, 2004, incorporated
by reference to Exhibit 10.1 on Form 8-K filed July 28,
2004.
|
10.11
|
Amendment
No. 1 to Stock Purchase Agreement between Findex.com, Inc. and Barron
Partners, LP 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.
|
10.14
|
Settlement
Agreement between Findex.com, Inc., The Zondervan Corporation, Mattel,
Inc., TLC Multimedia, Inc., and Riverdeep, Inc. dated October 20, 2003,
incorporated by reference to Exhibit 10.14 on Form 10-KSB/A filed December
14, 2005.
|
10.15
|
Employment
Agreement Extension between Findex.com, Inc and Steven Malone dated March
31, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed
April 6, 2006.
|
10.16
|
Employment
Agreement Extension between Findex.com, Inc and William Terrill dated
March 31, 2006, incorporated by reference to Exhibit 10.2 on Form 8-K
filed April 6, 2006.
|
10.17
|
Employment
Agreement Extension between Findex.com, Inc and Kirk R. Rowland dated
March 31, 2006, incorporated by reference to Exhibit 10.3 on Form 8-K
filed April 6, 2006.
|
10.18
|
Promissory
Note to Barron Partners, LP dated April 7, 2006, incorporated by reference
to Exhibit 10.1 on Form 8-K filed April 13, 2006.
|
10.19
|
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.
|
10.20
|
Convertible
Secured Promissory Note between FindEx.com, Inc. and W. Sam Chandoha,
dated July 20, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K
filed July 26, 2006.
|
10.21
|
Security
Agreement between FindEx.com, Inc. and W. Sam Chandoha, dated July 20,
2006 incorporated by reference to Exhibit 10.2 on Form 8-K filed July 26,
2006.
|
10.22
|
Common
Stock Purchase Warrant between FindEx.com, Inc. and W. Sam Chandoha, dated
July 20, 2006 incorporated by reference to Exhibit 10.3 on Form 8-K filed
July 26, 2006.
|
10.23
|
Modification
and Extension Agreement Between FindEx.com, Inc. and W. Sam Chandoha,
dated September 20, 2006, incorporated by reference to Exhibit 10.1 on
Form 8-K filed September 25,2006.
|
10.24
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and Steven Malone
dated April 13, 2007, incorporated by reference to Exhibit 10.24 on Form
10-KSB filed April 17, 2007.
|
10.25
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and William Terrill
dated April 13, 2007, incorporated by reference to Exhibit 10.25 on Form
10-KSB filed April 17, 2007.
|
10.26
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and Kirk R. Rowland
dated April 13, 2007, incorporated by reference to Exhibit 10.26 on Form
10-KSB filed April 17, 2007.
|
10.27
|
Asset
Purchase Agreement between Findex.com, Inc. and ACS Technologies Group,
Inc. dated October 18, 2007, incorporated by reference to Exhibit 10.27 on
Form 8-K filed October 24, 2007.
|
10.28
|
Partial
Assignment of License Agreement Among Findex.com, Inc., Riverdeep,
Inc.,LLC and ACS Technologies Group, Inc. dated October 11, 2007,
incorporated by reference to Exhibit 10.28 on Form 8-K filed October 24,
2007.
|
10.29
|
Asset
Purchase Agreement between Findex.com, Inc. and ORG Professional, LLC
dated February 25, 2008, incorporated by reference to Exhibit 10.29 on
Form 8-K filed on February 28, 2008.
|
10.30
|
Warrant
Cancellation Agreement between Findex.com, Inc. and Barron Partners, L.P.
dated March 6, 2008, incorporated by reference to Exhibit 10.30 on Form
8-K filed on March 10, 2008.
|
10.31
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and Steven Malone
dated April 14, 2008, incorporated by reference to Exhibit 10.31 on Form
10-KSB filed on April 15, 2008.
|
10.32
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and William Terrill
dated April 14, 2008, incorporated by reference to Exhibit 10.32 on Form
10-KSB filed on April 15, 2008.
|
10.33
|
Employment
Agreement Extension Amendment between Findex.com, Inc. and Kirk R. Rowland
dated April 14, 2008, incorporated by reference to Exhibit 10.33 on Form
10-KSB filed on April 15, 2008.
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and dated August 19, 2008. FILED HEREWITH.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and dated August 19, 2008. FILED HEREWITH.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and dated August 19,
2008. FILED HEREWITH.
|
FINDEX.COM,
INC.
|
|||
Date:
August 19, 2008
|
By
|
/s/ Steven Malone
|
|
Steven
Malone
|
|||
President
and Chief Executive Officer
|
Date:
August 19, 2008
|
By
|
/s/ Kirk R. Rowland
|
|
Kirk
R. Rowland, CPA
|
|||
Chief
Financial Officer (Principal Financial & Accounting
Officer)
|