FINDEX COM INC - Quarter Report: 2008 March (Form 10-Q)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(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, 2008
OR
[_]
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 registrant as specified in its charter)
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Nevada
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88-0379462
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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620 North 129th Street, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
333-1900
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
proceeding 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 [_]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer [_] Accelerated filer [_]
Non-accelerated filer
[_] (Do not check if a
smaller reporting company) Smaller reporting company
[X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes
[_] No [X]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [_] No
[_]
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
At May
15, 2008, the registrant had outstanding 54,072,725 shares of common stock, of
which there is only a single class.
FINDEX.COM,
INC.
QUARTERLY
REPORT ON FORM 10-Q
FOR
FISCAL QUARTER ENDED MARCH 31, 2008
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13
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Findex.com,
Inc.
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||||||||
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(Unaudited)
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||||||||
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March
31, 2008
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December
31, 2007
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|||||||
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Assets
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||||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 724,097 | $ | 1,134,547 | ||||
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Accounts
receivable, trade, net
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109,194 | 236,301 | ||||||
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Inventories
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93,047 | 93,852 | ||||||
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Other
current assets
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88,976 | 135,626 | ||||||
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Total
current assets
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1,015,314 | 1,600,326 | ||||||
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Property
and equipment, net
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47,928 | 56,214 | ||||||
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Intangible
assets, net
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1,050,567 | 979,011 | ||||||
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Other
assets
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106,620 | 92,860 | ||||||
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Total
assets
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$ | 2,220,429 | $ | 2,728,411 | ||||
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Liabilities
and stockholders’ equity
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable, trade
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$ | 619,767 | $ | 627,720 | ||||
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Accounts
payable, related party
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51,607 | 75,302 | ||||||
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Accrued
royalties
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565,859 | 587,692 | ||||||
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Derivative
liabilities
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--- | 906,274 | ||||||
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Other
current liabilities
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378,120 | 417,903 | ||||||
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Total
current liabilities
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1,615,353 | 2,614,891 | ||||||
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Long-term
debt, net
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51,337 | 11,877 | ||||||
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Deferred
income taxes, net
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27,775 | 34,800 | ||||||
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Commitments
and contingencies (Note 11)
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||||||||
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Stockholders’
equity:
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||||||||
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Preferred
stock, $.001 par value
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||||||||
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5,000,000
shares authorized
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||||||||
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-0-
and -0- shares issued and outstanding, respectively
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--- | --- | ||||||
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Common
stock, $.001 par value
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||||||||
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120,000,000
shares authorized,
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||||||||
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53,250,817
and 52,250,817 shares issued and outstanding, respectively
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53,251 | 52,251 | ||||||
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Paid-in
capital
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7,754,081 | 7,715,081 | ||||||
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Retained
(deficit)
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(7,281,368 | ) | (7,700,489 | ) | ||||
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Total
stockholders’ equity
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525,964 | 66,843 | ||||||
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Total
liabilities and stockholders’ equity
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$ | 2,220,429 | $ | 2,728,411 | ||||
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See
accompanying notes.
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||||||||
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Findex.com,
Inc.
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||||||||
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(Unaudited)
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||||||||
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Three
Months Ended
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||||||||
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March
31,
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||||||||
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2008
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2007
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Revenues,
net of reserves and allowances
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$ | 611,531 | $ | 1,155,493 | ||||
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Cost
of sales
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254,909 | 495,358 | ||||||
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Gross
profit
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356,622 | 660,135 | ||||||
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Operating
expenses:
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Sales
and marketing
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188,143 | 196,489 | ||||||
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General
and administrative
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510,526 | 489,866 | ||||||
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Total
operating expenses
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698,669 | 686,355 | ||||||
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Loss
from operations
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(342,047 | ) | (26,220 | ) | ||||
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Other
income (expenses), net
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4,894 | (8,830 | ) | |||||
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Gain
on fair value adjustment of derivatives
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305,620 | 26,544 | ||||||
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Gain
on settlement of derivative liabilities
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450,654 | --- | ||||||
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Income
(loss) before income taxes
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419,121 | (8,506 | ) | |||||
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Income
tax benefit
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--- | 2,825 | ||||||
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Net
income (loss)
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419,121 | (5,681 | ) | |||||
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Retained
deficit at beginning of year
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(7,700,489 | ) | (7,098,397 | ) | ||||
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Retained
deficit at end of period
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$ | (7,281,368 | ) | $ | (7,104,078 | ) | ||
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Net
earnings (loss) per share:
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||||||||
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Basic
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$ | 0.01 | $ | 0.00 | ||||
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Diluted
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$ | 0.01 | $ | 0.00 | ||||
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Weighted
average shares outstanding:
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||||||||
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Basic
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52,635,432 | 49,788,317 | ||||||
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Diluted
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52,635,432 | 49,788,317 | ||||||
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See
accompanying notes.
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||||||||
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Findex.com,
Inc.
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||||||||
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(Unaudited)
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||||||||
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Three
Months Ended March 31,
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2008
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2007
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||||||
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Cash
flows from operating activities:
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Cash
received from customers
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$ | 681,510 | $ | 1,099,252 | ||||
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Cash
paid to suppliers and employees
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(784,502 | ) | (899,692 | ) | ||||
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Other
operating activities, net
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10,157 | (6,996 | ) | |||||
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Net
cash (used) provided by operating activities
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(92,835 | ) | 192,564 | |||||
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Cash
flows from investing activities:
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Software
development costs
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(47,890 | ) | (109,705 | ) | ||||
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FormTool
purchase
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(100,000 | ) | --- | |||||
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Deposits
paid
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--- | (40,000 | ) | |||||
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Other
investing activities, net
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(13,860 | ) | (4,568 | ) | ||||
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Net
cash used by investing activities
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(161,750 | ) | (154,273 | ) | ||||
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Cash
flows from financing activities:
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Payment
made for settlement of derivative liabilities
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(150,000 | ) | --- | |||||
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Payments
made on long-term notes payable
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(5,865 | ) | (32,469 | ) | ||||
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Net
cash used by financing activities
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(155,865 | ) | (32,469 | ) | ||||
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Net
(decrease) increase in cash and cash equivalents
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(410,450 | ) | 5,822 | |||||
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Cash
and cash equivalents, beginning of year
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1,134,547 | 48,672 | ||||||
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Cash
and cash equivalents, end of period
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$ | 724,097 | $ | 54,494 | ||||
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Reconciliation
of net loss to cash flows from operating activities:
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Net
income (loss)
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$ | 419,121 | $ | (5,681 | ) | |||
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Adjustments
to reconcile net income (loss) to net cash (used)
provided by operating activities:
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Software
development costs amortized
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90,215 | 107,419 | ||||||
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Depreciation
& amortization
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109,140 | 144,538 | ||||||
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Bad
debts provision
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--- | 5,785 | ||||||
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Gain
on fair value adjustment of derivatives
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(305,620 | ) | (26,544 | ) | ||||
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Gain
on settlement of derivative liabilities
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(450,654 | ) | --- | |||||
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Change
in assets and liabilities:
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||||||||
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Decrease
(increase) in accounts receivable
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127,108 | (92,557 | ) | |||||
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Decrease
(increase) in inventories
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805 | (12,779 | ) | |||||
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Decrease
in prepaid expenses
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50,920 | 42,956 | ||||||
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(Decrease)
increase in accrued royalties
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(21,833 | ) | 96,705 | |||||
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(Decrease)
in accounts payable
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(31,648 | ) | (95,092 | ) | ||||
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Increase
in income taxes payable
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--- | 2,050 | ||||||
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(Decrease)
in deferred taxes
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--- | (2,825 | ) | |||||
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(Decrease)
increase in other liabilities
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(80,389 | ) | 28,589 | |||||
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Net
cash (used) provided by operating activities
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$ | (92,835 | ) | $ | 192,564 | |||
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Schedule
of Noncash Investing and Financing Activities:
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||||||||
| Long-term note payable issued for FormTool purchase | $ | 85,934 | $ | --- | ||||
| Equity issued for FormTool purchase | $ | 40,000 | $ | --- | ||||
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See
accompanying notes.
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||||||||
Findex.com,
Inc.
March
31, 2008
(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-Q and Article 8 of
Regulation S-X. 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 December 31,
2007 condensed consolidated balance sheet was derived from our audited financial
statements at that date. 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 for the fiscal year ended December
31, 2007.
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, obsolete inventory,
sales returns, price protection and rebates, (ii) provision for income taxes and
realizability of the deferred tax assets, and (iii) the life and realization of
identifiable intangible assets. The amounts we will ultimately incur or recover
could differ materially from current estimates.
INVENTORY
Inventory,
including out on consignment, consists primarily of software media, manuals and
related packaging materials and is recorded at the lower of cost or market
value, determined on a first-in, first-out, and adjusted on a per-item,
basis.
ACCOUNTING
FOR LONG-LIVED ASSETS
We review
property and equipment and intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability is measured by comparison of our carrying amount
to future net cash flows the assets are expected to generate. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the asset exceeds its fair market value.
Property and equipment to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
INTANGIBLE
ASSETS
In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142,
Goodwill and Other Intangible
Assets, intangible assets with an indefinite useful life are not
amortized. Intangible assets with a finite useful life are amortized on the
straight-line method over the estimated useful lives, generally three to ten
years.
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 $873,190, less accumulated amortization of $523,343 at
March 31, 2008.
Capitalized
software development costs are stated at the lower of amortized costs or net
realizable value. Recoverability of these capitalized costs is determined at
each balance sheet date by comparing the forecasted future revenues from the
related products, based on management’s best estimates using appropriate
assumptions and projections at the time, to the carrying amount of the
capitalized software development costs. If the carrying value is determined not
to be recoverable from future revenues, an impairment loss is recognized equal
to the amount by which the carrying amount exceeds the future revenues. To date,
no capitalized costs have been written down to net realizable
value.
SFAS No.
2, Accounting for Research and
Development Costs, established accounting and reporting standards for
research and development. In accordance with SFAS No. 2, costs we incur to
enhance our existing products after general release to the public (bug fixes)
are expensed in the period they are incurred and included in research and
development costs. Research and development costs incurred prior to
determination of technological feasibility and marketability and after general
release to the public and charged to expense were $69,038 and $29,581 for the
three months ended March 31, 2008 and 2007, respectively, included in general
and administrative expenses.
We
capitalize costs related to the development of computer software developed or
obtained for internal use in accordance with the American Institute of Certified
Public Accountants Statement of Position (“SOP”) 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. Software obtained for
internal use has generally been enterprise level business and finance software
that we customize to meet our specific operational needs. We have not sold,
leased, or licensed software developed for internal use to our customers and
have no intention of doing so in the future.
We
capitalize costs related to the development and maintenance of our website in
accordance with Financial Accounting Standard Board’s (“FASB’s”) Emerging Issues
Task Force (“EITF”) Issue No. 00-2, Accounting for Website Development
Costs. Under EITF Issue No. 00-2, costs expensed as incurred are as
follows:
|
▪
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planning
the website,
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▪
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developing
the applications and infrastructure until technological feasibility is
established,
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▪
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developing
graphics such as borders, background and text colors, fonts, frames, and
buttons, and
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▪
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operating
the site such as training, administration and
maintenance.
|
Capitalized
costs include those incurred to:
|
▪
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obtain
and register an Internet domain name,
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▪
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develop
or acquire software tools necessary for the development
work,
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▪
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develop
or acquire software necessary for general website
operations,
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▪
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develop
or acquire code for web applications,
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▪
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develop
or acquire (and customize) database software and software to integrate
applications such as corporate databases and accounting systems into web
applications,
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▪
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develop
HTML web pages or templates,
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▪
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install
developed applications on the web server,
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▪
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create
initial hypertext links to other websites or other locations within the
website, and
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▪
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test
the website applications.
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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 $136,211, less accumulated amortization of $84,733 at March 31,
2008.
RESTRICTED
CASH
Restricted
cash represents cash held in reserve by our merchant banker to allow for a
potential increase in credit card charge backs from increased consumer
purchases.
REVENUE
RECOGNITION
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, 2008 and 2007
and maintain a reserve for rebate claims remaining unpaid from 2000 and
2001.
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 services, and (iv) we have an
enforceable claim to receive the amount due in the event that we do not deliver
the undelivered products or services.
Shipping
and Handling Costs
We record
the amounts we charge our customers for the shipping and handling of our
software products as product revenue and we record the related costs as cost of
sales on our condensed consolidated statements of operations.
Customer
Service and Technical Support
Customer
service and technical support costs include the costs associated with performing
order processing, answering customer inquiries by telephone and through
websites, email and other electronic means, and providing technical support
assistance to our customers. In connection with the sale of certain products, we
provide a limited amount of free technical support assistance to customers. We
do not defer the recognition of any revenue associated with sales of these
products, since the cost of providing this free technical support is
insignificant. The technical support is provided within one year after the
associated revenue is recognized and free product enhancements (bug fixes) are
minimal and infrequent. We accrue the estimated cost of providing this free
support upon product shipment and include it in cost of sales.
INCOME
TAXES
We
utilize SFAS No. 109, Accounting for Income Taxes.
SFAS No. 109 requires the use of the asset and liability method of accounting
for income taxes. Under this method, deferred income taxes are provided for the
temporary differences between the financial reporting basis and the tax basis of
our assets and liabilities. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.
EARNINGS
PER SHARE
We follow
SFAS No. 128, Earnings Per
Share, to calculate and report basic and diluted earnings per share
(“EPS”). Basic EPS is computed by dividing income available to common
shareholders by the weighted average number of shares of common stock
outstanding for the period. Diluted EPS is computed by giving effect to all
dilutive potential shares of common stock that were outstanding during the
period. For us, dilutive potential shares of common stock consist of the
incremental shares of common stock issuable upon the exercise of stock options
and warrants for all periods, convertible notes payable and the incremental
shares of common stock issuable upon the conversion of convertible preferred
stock.
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.
RECENT
ACCOUNTING PRONOUNCEMENTS
Noncontrolling
Interests
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of Accounting Research Bulletin
No. 51. SFAS No. 160 establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS No. 160 also establishes disclosure requirements that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal
years beginning after December 15, 2008. Management is currently evaluating
the potential impact, if any, of the adoption of SFAS No. 160 on our
consolidated financial statements.
Business
Combinations
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations. SFAS
No. 141(R) establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, any noncontrolling interest in the acquiree
and the goodwill acquired. SFAS No. 141(R) also establishes disclosure
requirements to enable the evaluation of the nature and financial effects of the
business combination. SFAS No. 141(R) is effective for fiscal years beginning
after December 15, 2008. Management is currently evaluating the potential
impact, if any, of the adoption of SFAS No. 141(R) on our consolidated financial
statements.
Fair
Value Measurements
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to
provide enhanced guidance for using fair value to measure assets and
liabilities. The standard also expands disclosure requirements for
assets and liabilities measured at fair value, how fair value is determined, and
the effect of fair value measurements on earnings. The standard
applies whenever other authoritative literature requires, or permits, certain
assets or liabilities to be measured at fair value, but does not expand the use
of fair value. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and interim
periods within those fiscal years. In February 2008, the FASB issued Staff
Positions 157-1 and 157-2 which partially defer the effective date of
SFAS No. 157 for one year for certain nonfinancial assets and
liabilities and remove certain leasing transactions from its scope. Management
is currently evaluating the potential impact, if any, of the provisions of SFAS
No. 157 on its consolidated financial statements.
Derivative
Instruments
In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, to improve financial reporting about
derivative instruments and hedging activities. The standard requires
enhanced disclosures to enable investors to better understand their effects on
an entity’s financial position, financial performance, and cash
flows. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008. Management is currently evaluating
the potential impact, if any, of the provisions of SFAS No. 161
RECLASSIFICATIONS
Certain
accounts in our 2007 financial statements have been reclassified for comparative
purposes to conform with the presentation in our 2008 financial
statements.
NOTE
2 – GOING CONCERN
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with Generally Accepted Accounting Principles in the
United States applicable to a going concern. As of March 31, 2008, we had a
year-to-date net income of $419,121, and negative working capital of $600,039
and $1,014,565, and an accumulated deficit of $7,281,368 and $7,700,489 as of
March 31, 2008 and December 31, 2007, respectively. Although these factors raise
substantial doubt as to our ability to continue as a going concern through
December 31, 2008, we have taken several actions to mitigate against this risk.
These actions include relying on the approximately $700,000 cash reserve from
the sale of our Membership Plus product line and pursuing mergers and
acquisitions that will provide profitable operations and positive operating cash
flow.
NOTE
3 – INVENTORIES
At March
31, 2008, inventories consisted of the following:
|
Raw
materials
|
$ | 57,611 | ||
|
Finished
goods
|
47,836 | |||
|
Less
reserve for obsolete inventory
|
(12,400 | ) | ||
|
Inventories
|
$ | 93,047 |
NOTE
4 – PRODUCT LINE ACQUISITION
On
February 25, 2008, we acquired the FormTool software product line from ORG
Professional, LLC. The purchase price of approximately $226,000 was
comprised as follows:
|
Description
|
Amount
|
|||
| Fair value of common stock | $ | 40,000 | ||
| Cash | 100,000 | |||
| Promissory note | 85,934 | |||
|
Total
|
$ | 225,934 | ||
The fair
value of our common stock was determined based on 1,000,000 restricted shares of
our common stock issued and priced at the closing price as of February 22, 2008
($0.04). See Note 8.
The
allocation of the purchase price to the assets acquired based on their estimated
fair values was as follows:
|
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 | ||
The
assets will be amortized over a period of years as follows:
|
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
|
|||
One of
our outside directors currently owns a 5% equity interest in ORG Professional,
LLC, and agreed to forego any direct personal economic benefit to which he would
otherwise be entitled, including the restricted shares of our common stock
issuable as part of the consideration.
NOTE
5 – RESERVES AND ALLOWANCES
At March
31, 2008, the allowance for doubtful accounts included in Accounts receivable,
trade, net, consisted of the following:
|
Balance
December 31, 2007
|
$ | 2,000 | ||
|
Bad
debts provision (included in Other operating expenses)
|
--- | |||
|
Accounts
written off
|
--- | |||
|
Collection
of accounts previously written off
|
230 | |||
|
Balance
March 31, 2008
|
$ | 2,230 |
At March
31, 2008, the reserve for obsolete inventory included in Inventories consisted
of the following:
|
Balance
December 31, 2007
|
$ | 14,400 | ||
|
Provision
for obsolete inventory
|
3,200 | |||
|
Obsolete
inventory written off
|
(5,200 | ) | ||
|
Balance
March 31, 2008
|
$ | 12,400 |
At March
31, 2008, the reserve for sales returns included in Other current liabilities
consisted of the following:
|
Balance
December 31, 2007
|
$ | 95,009 | ||
|
Return
provision – sales
|
60,700 | |||
|
Return
provision – cost of sales
|
(9,105 | ) | ||
|
Returns
processed
|
(96,809 | ) | ||
|
Balance
March 31, 2008
|
$ | 49,795 |
NOTE
6 – DERIVATIVE LIABILITIES
In
November 2004, we issued two five-year warrants to purchase up to an aggregate
of 21,875,000 shares of our common stock in connection with a certain Stock
Purchase Agreement completed with a New York-based private investment
partnership on July 19, 2004. The first warrant entitled the holder to purchase
up to 10,937,500 shares of our common stock at a price of $0.18 per share, and
the second warrant entitled the holder to purchase up to 10,937,500 additional
shares of our common stock at a price of $0.60 per share. Each warrant was
subject to standard adjustment provisions and each provided for settlement in
registered shares of our common stock and may have been, at the option of the
holder, settled in a cashless, net-share settlement. These warrants were
accounted for as a liability according to the guidance of EITF 00-19 and the
fair value of each warrant was determined using the Black-Scholes valuation
method.
The
warrants were revalued at each measurement date by using parameters existing
thereon, reducing the expected term to reflect the passing of time, and using
the stock price at the measurement date. Net fair value adjustments included on
the condensed consolidated statements of operations were income adjustments of
$305,620 and $26,544 for the three months ended March 31, 2008 and 2007,
respectively. Income adjustments generally reflect a decrease in the
market price of our common stock between measurement dates whereas expense
adjustments would generally reflect an increase in the market price of our
common stock between measurement dates. The income adjustment
recorded for the three months ended March 31, 2008 reflects the difference
between measurement parameters that existed on March 5, 2008 and December 31,
2007.
On March
6, 2008, we entered into and consummated an agreement with the holder pursuant
to which the outstanding common stock purchase warrants held by them, which were
subject to derivative treatment, were immediately canceled in exchange for a
single cash payment in the amount of $150,000. As a result of this
transaction, these warrants are now null and void for all purposes (See Note
8). Pursuant to this cancellation, we recorded a gain on the
settlement of derivative liabilities in the amount of $450,654, which represents
the difference between the cash payment and the Black-Scholes calculated
liability as of March 5, 2008. The warrant cancellation has
eliminated 21,875,000 potentially dilutive shares and eliminated the future
non-cash effects associated with the volatility of our stock price.
NOTE
7 – DEBT
At March
31, 2008, long-term debt consisted of the following:
|
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.
|
$ | 20,695 | ||
|
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.
|
82,842 | |||
|
Total
Long-term debt
|
159,537 | |||
|
Less: Current
maturities
|
(108,200 | ) | ||
|
Long-term
debt, net
|
$ | 51,337 | ||
NOTE
8 – STOCKHOLDERS’ EQUITY
COMMON
STOCK
In
February 2008, we issued a total of 1,000,000 restricted shares of common stock
to a third party, at the closing price as of February 25, 2008 ($0.04), as part
of the acquisition of the FormTool software product line. This issuance was
valued at $40,000.
COMMON
STOCK WARRANTS
In
February 2008, warrants to purchase up to 125,000 restricted shares of our
common stock with an exercise price of $0.148 per share expired
unexercised.
In March
2008, a warrant to purchase up to 10,937,500 shares of our common stock with an
exercise price of $0.18 per share and a warrant to purchase up to 10,937,500
shares of our common stock with an exercise price of $0.60 per share were
canceled in exchanged for a single cash payment of $150,000. These
warrants are now null and void for all purposes as a result of this
transaction. See Note 6.
NOTE
9 – INCOME TAXES
The
provision (benefit) for taxes on net income (loss) for the three months ended
March 31, 2008 and 2007 consisted of the following:
| For the Three Months Ended March 31, |
2008
|
2007
|
||||||
|
Federal
|
$ | --- | $ | --- | ||||
|
State
|
--- | --- | ||||||
|
Net
current income tax expense (benefit)
|
--- | --- | ||||||
|
Federal
|
--- | (2,850 | ) | |||||
|
State
|
--- | 25 | ||||||
|
Net
deferred income tax expense (benefit)
|
--- | (2,825 | ) | |||||
|
Total
tax provision (benefit)
|
--- | $ | (2,825 | ) | ||||
NOTE
10 – EARNINGS PER COMMON SHARE
The
following table shows the amounts used in computing earnings per common share
and the average number of shares of dilutive potential common
stock:
|
For
the Three Months Ended March 31,
|
2008
|
2007
|
||||||
|
Net
income (loss)
|
$ | 419,121 | $ | (5,681 | ) | |||
|
Preferred
stock dividends
|
--- | --- | ||||||
|
Net
income (loss) available to common shareholders
|
$ | 419,121 | $ | (5,681 | ) | |||
|
Basic
weighted average shares outstanding
|
52,635,432 | 49,788,317 | ||||||
|
Dilutive
effect of:
|
||||||||
|
Stock
options
|
--- | --- | ||||||
|
Warrants
|
--- | --- | ||||||
|
Diluted
weighted average shares outstanding
|
52,635,432 | 49,788,317 | ||||||
NOTE
11 – COMMITMENTS AND CONTINGENCIES
We are
subject to legal proceedings and claims that arise in the ordinary course of our
business. In the opinion of management, the amount of ultimate liability with
respect to these actions will not materially affect our financial statements
taken as a whole.
We
entered into a license agreement in June 1999 with Parsons Technology, Inc., a
subsidiary of TLC, a copy of which has since been assigned to Riverdeep, Inc.,
the latest licensor-assignee in a succession of assignments that have occurred
since the original agreement. The license, as we acquired it in 1999, provided
us with the right, for a term of ten years, to publish, use, distribute,
sublicense and sell, exclusively worldwide in non-secular channels and
non-exclusively in secular channels, a collection of top-selling
Christian-related software titles and content owned by Parsons
Technology. In October 2003, we reached settlement in a dispute with
The Zondervan Corporation and TLC which extended indefinitely the term of the
software license agreement.
Our
employment agreements with our management team each contain a provision for an
annual bonus equal to 1% of our income from operations adjusted for other income
and interest expense (4% total). We accrue this bonus on a quarterly basis. Our
management team consists of our Chief Executive Officer (with a base annual
salary of $150,000), our Chief Financial Officer (with a base annual salary of
$110,000), our Chief Technology Officer (with a base annual salary of $150,000)
and our Vice President of Sales (with a base annual salary of $110,000). In
addition to the bonus provisions and annual base salary, each employment
agreement provides for payment of all accrued base salaries ($13,133 included in
Other current liabilities at March 31, 2008), bonuses ($12,874 included in other
current liabilities at March 31, 2008), and any vested deferred vacation
compensation ($41,652 included in other current liabilities at March 31, 2008)
for termination by reason of disability. The agreements also provide for
severance compensation equal to the then base salary until the later of (i) the
expiration of the term of the agreement as set forth therein or (ii) one year,
when the termination is other than for cause (including termination by reason of
disability). There is no severance compensation in the event of voluntary
termination or termination for cause. See Note 13.
In 2003
and 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.
We have
included content in QuickVerse, our flagship software product, under contracts
with publisher providers that have expired. We are currently pursuing
resolution, however, there is no guarantee that we will be able to secure a new
agreement, or an extension, and should any of the publishers demand we cease and
desist including their content, the unknown potential negative impact could be
material.
Our
royalty agreements for new content generally provide for advance payments to be
made upon contract signing. In addition, several new agreements
provide for additional advance payments to be made upon delivery of usable
content and publication. We accrue and pay these advances when the
respective milestone is met.
We do not
collect sales taxes or other taxes with respect to shipments of most of our
goods into most states in the U.S. Our fulfillment center and
customer service center networks, and any future expansion of those networks,
along with other aspects of our evolving business, may result in additional
sales and other tax obligations. One or more states may seek to
impose sales or other tax collection obligations on out-of-jurisdiction
companies that engage in e-commerce. A successful assertion by one or
more states that we should collect sales or other taxes on the sale of
merchandise or services could result in substantial tax liabilities for past
sales, decrease our ability to compete with traditional retailers, and otherwise
harm our business.
Currently,
decisions of the U.S. Supreme Court restrict the imposition of obligations to
collect state and local taxes and use taxes with respect to sales made over the
Internet. However, a number of states, as well as the U.S. Congress,
have been considering various initiatives that could limit or supersede the
Supreme Court’s constitutional concerns and resulted in a reversal of its
current position, we could be required to collect sales and use taxes in
additional states. The imposition by state and local governments of
various taxes upon Internet commerce could create administrative burdens for us,
put us at a competitive disadvantage if they do not impose similar obligations
on all of our online competitors and decrease our future sales.
NOTE
12 – 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 materials available to us,
operations could be adversely affected.
NOTE
13 – SUBSEQUENT EVENTS
In April
2008, we committed to issue a total of 678,571 restricted shares of common stock
to our outside directors, at the closing price as of April 14, 2008 ($0.042), in
lieu of cash payments of amounts accrued for their services as members of our
board from the period of July 1, 2007 through March 31, 2008. This issuance was
valued at $28,500.
In April
2008, we committed to issue a total of 143,337 restricted shares of common stock
to three members of our management team, at the closing price as of April 14,
2008 ($.042), in lieu of cash payment, net of appropriate tax withholdings, of
the amounts accrued for their 2007 bonus. This issuance was valued at
$6,020. See Note 11.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Findex.com, Inc.
(“we”, “us”, “our” or the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included
herein are based on current expectations that involve numerous risks and
uncertainties. The Company's plans and objectives are based, in part, on
assumptions involving the continued expansion of
business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Quarterly Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
This
information should be read in conjunction with our unaudited condensed
consolidated financial statements and the notes thereto included in Item 1 of
Part I of this quarterly report, and our audited financial statements and the
notes thereto and our Management’s Discussion and Analysis or Plan of Operation
contained in our annual report on Form 10-KSB for the fiscal year ended December
31, 2007.
Description
of Business
We
develop, publish, market, and distribute and directly sell off-the-shelf
consumer and organizational software products for PC, Macintosh®
and PDA platforms. We develop our software products through in-house initiatives
supplemented by outside developers. We market and distribute our software
products principally through direct marketing and Internet sales programs, but
also through secular and non-secular wholesale retailers.
We are
currently in the early stages of a defining transformative period in our
development. In recent years, we have come to be recognized as a consumer
desktop software company that serves a demographic defined largely by an
interest in Christianity and faith-based “inspirational” values. The nature of
our products historically, and the fact that our product lines have not extended
materially beyond the boundaries of this affinity group, have fostered this
perception. Indeed, as the publisher of one of the industry-leading Bible study
desktop software products, QuickVerse®,
we are known to many users of that product only as “QuickVerse”, not Findex.
While we believe that the QuickVerse®
brand is among our most valuable assets, and we greatly value the goodwill that
our reputation in this regard has engendered, we also believe that working to
expand that reputation into one which is more closely associated with providing
high quality branded software and content products generally – and ones that
extend across both consumer and business segments – will afford us significantly
greater opportunities in both the near and long term to steadily increase
revenues and earnings, and, ultimately, to enhance shareholder value. We
believe, moreover, that coupling this strategic diversification with a
commitment to an increasing reliance on a sales and distribution model through
which our products are sold on a subscription basis and can be purchased and
downloaded directly from us online will be instrumental in furthering these
financial objectives. Consequently, while we expect to continue for the
indefinite future to invest substantially in the growth and development of our
existing primary software titles and content, we also expect as we go forward to
invest substantially in not only building a significantly more diverse line of
product titles, but also in building our technology platform and infrastructure
so as to enable our evolution over time into a principally Webcentric provider
of software solutions, content, and online products.
As part
of that objective, we acquired FormTool.com and the FormTool®
line of products in February of this year. In the second quarter of 2008, we
expect to re-launch the FormTool.com website as an online marketplace for
purchasing the FormTool®
line of form creation and form filler products, and also a one-stop shop for
finding, purchasing and downloading customizable forms for a wide range of
business and consumer needs. Our model will include the ability to purchase
forms on an individual basis, in bulk packs, or on a subscription basis.
Further, and in partnership with a third party, through FormTool.com, we will
offer secure data storage for all types of documents, forms and other media on a
subscription basis. This service will allow for data backup and security as well
as remote access to critical data from anywhere via the Internet. This service
will be targeted to both the business and consumer markets.
Management
Overview
During
the first quarter of 2008, we continued to concentrate on our core product,
QuickVerse®.
While there were no new products or content releases related to our
QuickVerse®
product line during the first quarter of 2008, our development team continued to
work on a number of projects which, although there can be no assurance, are
scheduled to be released during the second quarter of 2008. In
addition, we continued to move forward with our new strategy on building a
significantly more diverse line of product titles as well as our technology
platform and infrastructure in order to become a principally Webcentric provider
of software solutions, content, and online products. During February
2008, we acquired FormTool.com and the FormTool®
line of products. The FormTool®
product line offers quality, professionally designed forms for business,
accounting, construction, sales, real estate, human resources and personal
organization needs. Although there can be no assurance, during the
second quarter of 2008, we expect to re-launch the FormTool.com website as an
online marketplace for purchasing the FormTool®
product line, as well as a one-stop shop for finding, purchasing and downloading
customizable forms for a wide range of business and consumer needs.
|
Statements
of Operations for Quarters Ending March 31,
|
2008
|
2007
|
Change
|
|||||||||
|
Net
revenues
|
$ | 611,531 | $ | 1,155,493 | $ | (543,962 | ) | |||||
|
Cost
of sales
|
(254,909 | ) | (495,358 | ) | 240,449 | |||||||
|
Gross
profit
|
$ | 356,622 | $ | 660,135 | $ | (303,513 | ) | |||||
|
Sales,
marketing and general and administrative expenses
|
(698,669 | ) | (686,355 | ) | (12,314 | ) | ||||||
|
Loss
from operations
|
$ | (342,047 | ) | $ | (26,220 | ) | $ | (315,827 | ) | |||
|
Other
income (expenses)
|
4,894 | (8,830 | ) | 13,724 | ||||||||
|
Gain
on fair value adjustment of derivatives
|
305,620 | 26,544 | 279,076 | |||||||||
|
Gain
on settlement of derivative liabilities
|
450,654 | --- | 450,654 | |||||||||
|
Income
(loss) before income taxes
|
$ | 419,121 | $ | (8,506 | ) | $ | 427,627 | |||||
|
Income
tax benefit
|
--- | 2,825 | (2,825 | ) | ||||||||
|
Net
income (loss)
|
$ | 419,121 | $ | (5,681 | ) | $ | 424,802 | |||||
The
differing results of operations are primarily attributable to the
following:
|
▪
|
a
decrease in net revenues for the three months ended March 31, 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;
and
|
||
|
▪
|
the
sale of our Membership Plus®
product line during October 2007;
|
||
|
▪
|
a
decrease in cost of sales for the three months ended March 31, 2008 due
primarily to decreased royalty costs; and
|
||
|
▪
|
most
notably for the three months ended March 31, 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 fair value of the derivatives on such
date.
|
||
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 less than
30% of our annual sales.
Revenues
The
following table presents our revenues for the three months ended March 31, 2008
and March 31, 2007 and dollar and percentage changes from the prior
year.
|
|
Change
|
|||||||||||||||||||||||
| Revenues for Three Months Ending March 31, |
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
|
Gross
revenues
|
$ | 671,932 | 100 | % | $ | 1,270,003 | 100 | % | $ | (598,071 | ) | 47 | % | |||||||||||
|
Less
estimated sales returns and allowances
|
(60,401 | ) | 9 | % | (114,510 | ) | 9 | % | 54,109 | 47 | % | |||||||||||||
|
Net
revenues
|
$ | 611,531 | 91 | % | $ | 1,155,493 | 91 | % | $ | (543,962 | ) | 47 | % | |||||||||||
During
each of the three months ended March 31, 2007 and 2008, our sales efforts were
focused on directly targeting end-users through telemarketing and Internet
sales. Our decrease in gross revenues for the three months ended
March 31, 2008 was primarily attributed to the sale of our Membership Plus®
product line in October 2007. By way of comparison, Membership Plus®
product revenue was approximately $360,000 from January through March
2007. In addition, during the three months ended March 31, 2007 we
released an upgrade to our QuickVerse®
Macintosh product line whereas there were no new releases during the three
months ended March 31, 2008. Finally, due to increased frequency and
consistency in our development schedule, and the annual releases of our flagship
product, QuickVerse®,
upgrade sales have not been increasing at as rapid a rate as they have in
previous years. Although there can be no assurance, we anticipate
that our revenues related to the QuickVerse®
product line will increase in the future at rates generally consistent with our
industry sector as we continue to expand the content available for our
QuickVerse®
products, develop new products for multiple platforms, offer our products at a
range of price points intended to appeal to various market sub-segments and
offer new venues to gain access to the expanded content available for our
QuickVerse®
customers.
During
the three months ended March 31, 2008, we did recognize approximately $4,000 in
revenue from the FormTool®
product line, which we acquired in February 2008. We do anticipate
our revenues in relation to the FormTool®
product line to increase in the near-term based on our anticipated launch of the
new and enhanced FormTool.com website during the second quarter of 2008 and our
release of an upgrade to the FormTool®
desktop product line in late summer 2008.
Due to
the sale of our Membership Plus®
product line, we anticipate that our reported revenues will experience a
substantial decline in the near term. However, and although there can
be no assurance, we are currently pursuing opportunities for strategic product
line acquisitions, such as FormTool®,
which we are hopeful will enable us to achieve more favorable results of
operations than we have historically achieved throughout the period in which we
owned the Membership Plus®
product line. Our divestiture of the Membership Plus®
product line was driven by a combination of our need to raise cash and a
strategic determination to begin a long-term shift in our product lines away
from those within the faith-based vertical market and more towards those that
extend across business-to-business and consumer segments more
generally.
As a
percentage of gross revenues, our sales returns and allowances remained stable
for the three months ended March 31, 2008 compared to March 31,
2007. Typically, product returns trend upward after a new version is
released as distributors and retail stores return old product in exchange for
the new version release. It is our objective release enhanced versions of our
biggest-selling products on an annual basis generally going forward, and we
anticipate sales returns and allowances as a percentage of gross revenues to
decrease over time as a result of increased stability in the functionality of
our products, decreasing reliance on retail sales and increasing reliance on
direct sales, which have historically resulted in fewer returns, and improved
planning in the timing of new product version releases.
Cost
of Sales
The
following table presents our cost of sales for the three months ended March 31,
2008 and March 31, 2007 and dollar and percentage changes from the prior
year.
|
|
Change
|
|||||||||||||||||||||||
| Cost of Sales for Three Months Ending March 31, |
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
|
Direct
costs
|
$ | 75,742 | 11 | % | $ | 138,943 | 11 | % | $ | (63,201 | ) | 45 | % | |||||||||||
|
Less
estimated cost of sales returns and allowances
|
(9,105 | ) | 1 | % | (17,265 | ) | 1 | % | 8,160 | 47 | % | |||||||||||||
|
Amortization
of software development costs
|
90,215 | 13 | % | 107,419 | 8 | % | (17,204 | ) | 16 | % | ||||||||||||||
|
Royalties
|
45,222 | 7 | % | 182,800 | 14 | % | (137,578 | ) | 75 | % | ||||||||||||||
|
Freight-out
|
34,036 | 5 | % | 55,415 | 4 | % | (21,379 | ) | 39 | % | ||||||||||||||
|
Fulfillment
|
18,799 | 3 | % | 28,046 | 2 | % | (9,247 | ) | 33 | % | ||||||||||||||
|
Cost
of sales
|
$ | 254,909 | 38 | % | $ | 495,358 | 39 | % | $ | (240,449 | ) | 49 | % | |||||||||||
Cost of
sales consists primarily of direct costs, amortization of capitalized software
development costs, non-capitalized technical support wages, royalties accrued to
third party providers of intellectual property and the costs associated with
reproducing, packaging, fulfilling and shipping our products.
The net
decrease in cost of sales between the three months ended March 31, 2008 and the
corresponding period during 2007 is predominately attributable to decreased
direct costs resulting from the sale of Membership Plus®
and royalties. As a percentage of gross revenues, direct costs
remained stable and we anticipate the same for the future as we continue to keep
pace with a more intensive development schedule than we had generally maintained
in the past.
Royalties
decreased significantly as a percentage of gross revenues for the three months
ended March 31, 2008. Through a realignment of our content mix in the
QuickVerse®
2008 versions, we have managed to decrease the royalty rates on our higher end
editions (i.e. Deluxe and Platinum). However, our royalty accruals are expected
to increase in the future in real terms as sales to new customers increase, more
development projects are implemented for new and/or enhanced products, and as we
continue to expand the content available for our QuickVerse®
line of products. Upgrade sales will remain only subject to royalties on their
content additions.
Freight,
fulfillment and direct costs as a percentage of gross revenues remained
relatively stable and decreased in real terms as a result of our decreased sales
volume. We do anticipate freight costs to increase in the future as a
percentage of gross revenues due to the escalating per unit freight costs
attributable to industry-wide rising fuel costs. As a percentage of
gross revenues, fulfillment costs should remain relatively stable in the future
due in large part to the establishment of our own fulfillment center in June
2007.
The
amortization recognized during the three months ended March 31, 2008 resulted
mainly from the following software releases:
|
▪
|
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 through October
2007).
|
Comparatively,
during the three months ended March 31, 2007, the amortization recognized
resulted mainly from the following software releases:
|
▪
|
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).
|
The
shorter timeframes between our product upgrades along with the increased amount
of product releases during the fiscal year 2007 led to the increased amount of
amortization as a percentage of gross revenues for the three months ended March
31, 2008.
In the
future, our objective is to realize overall increases in revenues due to
aggressive product development and release schedules as well as the acquisitions
of new product lines. We expect an increase in real terms, therefore, despite
the sale of our Membership Plus®
product line.
| Software Development Costs For Three Months Ending March 31, |
2008
|
2007
|
||||||
|
Beginning
balance
|
$ | 392,172 | $ | 491,695 | ||||
|
Capitalized
|
47,890 | 109,705 | ||||||
|
Amortized
(Cost of sales)
|
(90,215 | ) | (107,419 | ) | ||||
|
Ending
Balance
|
$ | 349,847 | $ | 493,981 | ||||
|
Research
and development expense (General and administrative)
|
$ | 69,038 | $ | 29,581 | ||||
The
relative decrease in capitalized costs is a result of our development staff
having been faced with greater maintenance challenges than anticipated in
connection with the new layout and engine design within the QuickVerse®
2008 product line. The maintenance challenges also led to the relative increase
in research and development expense. Despite these challenges, we
have experienced increased efficiency in our development output (both internal
and external) as evidenced by our development project pace for the three months
ended March 31, 2008 in relation to new content additions for our QuickVerse
products.
Sales,
General and Administrative
|
|
Change
|
|||||||||||||||||||||||
| Sales, General and Administrative Costs for Three Months Ending March 31, |
2008
|
%
to Sales
|
2007
|
%
to Sales
|
$
|
%
|
||||||||||||||||||
|
Selected
expenses:
|
||||||||||||||||||||||||
|
Commissions
|
$ | 43,260 | 6 | % | $ | 61,186 | 5 | % | $ | (17,926 | ) | 29 | % | |||||||||||
|
Advertising
and direct marketing
|
46,180 | 7 | % | 55,519 | 4 | % | (9,339 | ) | 17 | % | ||||||||||||||
|
Sales
and marketing wages, reclassified
|
98,703 | 15 | % | 73,999 | 6 | % | 24,704 | 33 | % | |||||||||||||||
|
Other
sales and marketing costs
|
--- | 0 | % | 5,785 | 0 | % | (5,785 | ) | 100 | % | ||||||||||||||
|
Total
sales and marketing
|
$ | 188,143 | 28 | % | $ | 196,489 | 15 | % | $ | (8,346 | ) | 4 | % | |||||||||||
|
Personnel
costs
|
$ | 133,495 | 20 | % | $ | 164,404 | 13 | % | $ | (30,909 | ) | 19 | % | |||||||||||
|
Amortization
and depreciation
|
109,140 | 16 | % | 144,538 | 11 | % | (35,398 | ) | 24 | % | ||||||||||||||
|
Research
and development
|
69,038 | 10 | % | 29,581 | 2 | % | 39,457 | 133 | % | |||||||||||||||
|
Corporate
services
|
34,240 | 5 | % | 5,000 | 0 | % | 29,240 | 585 | % | |||||||||||||||
|
Other
general and administrative costs
|
164,613 | 24 | % | 146,343 | 12 | % | 18,270 | 12 | % | |||||||||||||||
|
Total
general and administrative
|
$ | 510,526 | 76 | % | $ | 489,866 | 39 | % | $ | 20,660 | 4 | % | ||||||||||||
|
Total
sales, marketing, general and administrative
|
$ | 698,669 | 104 | % | $ | 686,355 | 54 | % | $ | 12,314 | 2 | % | ||||||||||||
For the
three months ended March 31, 2008, total sales and marketing costs remained
relatively stable but increased as a percentage of gross revenues due to the
overall decrease in gross revenues. Commissions decreased for this
period as we continue to become less dependent on a third party for
telemarketing services. We anticipate third party commissions to
further decrease in the future as we expand our in-house direct telemarketing
sales team; however, as a consequence of expanding our in-house direct
telemarketing sales team, we anticipate our sales and marketing wages to
increase in the future periods. Advertising and direct marketing
costs also decreased as we managed to cut our costs due to the decreased gross
revenues. However, we anticipate advertising and direct marketing
costs to increase in future periods as we continue to enhance our product
visibility online, increase and focus more on our direct marketing efforts, and
increase the scope and frequency of our print advertising campaigns in order to
maximize sales associated with new products, product enhancements and potential
new product lines.
In
addition to the decrease in total net personnel costs, gross direct salaries and
wages, before adjustments of capitalized wages and reclassifications, decreased
approximately $23,000, from approximately $339,000 for the three months ended
March 31, 2007 to approximately $316,000 for the three months ended March 31,
2008. The decrease in direct salaries and wages was a result of the departure of
our marketing manager and the reduction in our technical support staff in
relation to the sale of our Membership Plus®
product line. We do anticipate direct salaries and wages to increase nonetheless
in the future given our continued focus on expanding our direct telemarketing
sales team, marketing staff and product development staff.
The
decrease in the amortization and depreciation expense is mainly attributable to
the decrease in amortization. The software license we acquired in 1999, from
which we derive our base intellectual property rights associated with the
products that are responsible for generating the overwhelming majority of our
revenues (the “1999 license”), is being amortized over a 10 year useful life and
will have been fully amortized by the close of the year ending December 31,
2009. Amortization expense for the three months ended March 31, 2008 and 2007
reflect the continual amortization of the 1999 license. However, due
to the sale of the Membership Plus®
product line, we no longer carry on our books the net value associated with the
Membership Plus®
product in relation to the 1999 license and, as a result, we no longer had the
corresponding amortization expense as of mid-October 2007. In
addition, the amortization expense for 2007 reflects the amortization of our
website, www.quickverse.com, the most recent version of which we launched during
the second quarter of 2004. However, the decrease in the amortization
expense for the three months ended March 31, 2008 also reflects the
discontinuation/conclusion of the amortization of our www.quickverse.com
website.
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). The increase in
software development costs related to third-party developers and direct labor
expensed as research and development reflects less capitalization of research
and development costs for the three months ended March 31, 2008. Furthermore,
our development staff was faced with greater maintenance issues than anticipated
due to a new layout and engine design within the QuickVerse®
2008 product line which ultimately resulted in an increase in research and
development costs expensed. In future periods, we anticipate research
and development expenses to increase as we expand our internal development team
and add new products and product versions, platforms and product
lines.
Corporate
service fees increased for the three months ended March 31, 2008 from engaging
the services of a consultant for business development related advisory services
in March 2007. The consultant’s contract continues through June 2008,
and we anticipate engaging additional business development consultants in the
future.
Gain
on Fair Value Adjustment of Derivatives
In
connection with the warrants issued in November 2004, a non-cash fair value
adjustment of approximately $306,000 and $27,000 has been included in other
income for the three months ended March 31, 2008 and 2007, respectively. These
warrants were accounted for as a liability according to the guidance of EITF
00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock and the guidance of EITF 00-19-2, Accounting for Registration Payment
Arrangements. As noted above, these warrants were canceled on
March 6, 2008 and there is no recognition, therefore, of a derivative liability
on our March 31, 2008 balance sheet. Furthermore, we will not
experience a non-cash fair value adjustment related to these warrants which
would be included in other expenses or other income beyond the date of March 6,
2008.
Gain
on Settlement of Derivative Liabilities
On March
6, 2008, we entered into and consummated an agreement with Barron Partners, LP
in which warrants issued to that entity in November 2004 were immediately
canceled in exchange for a single cash payment to Barron Partners, LP in the
amount of $150,000. As a result of this transaction, these warrants
are now null and void for all purposes. We recorded a one time gain
during the three months ended March 31, 2008 due to the agreement calling for a
cash payment that was less than the Black-Scholes calculated fair value of the
derivatives on such date.
Income
Tax Benefit
We did
not record an income tax provision or benefit for the three months ended March
31, 2008. Based upon available evidence, there is uncertainty regarding our
ability to realize our deferred tax assets and we have therefore recorded a full
valuation allowance against the net deferred tax assets in our condensed
consolidated financial statements. Based on our estimates for 2009 and beyond,
we believe the uncertainty regarding the ability to realize our deferred tax
assets may diminish to the point where the recognition of our deferred tax
assets may be warranted in the future. If we determine that it is more likely
than not that we will be able to realize our deferred tax assets in the future,
an adjustment to the deferred tax asset valuation allowance would be recorded in
the period when such determination is made.
For the
three months ended March 31, 2007, we recorded an income tax benefit based upon
our estimate of realization of deferred tax assets arising primarily from net
operating loss carryforwards for federal income tax purposes. We based our
estimate of realization upon a number of factors, including cumulative taxable
income from two of the prior four years and the expectation of significant
taxable income before net operating loss carryforwards for 2007.
Liquidity
And Capital Resources
Our
primary needs for liquidity and capital resources are the working capital
requirements of our continued operations, which includes the ongoing internal
development of new products, expansion and upgrade of existing products, and
marketing and sales, as well as funding for the acquisition of new product lines
and/or companies. Although there can be no assurance, we believe cash generated
through our continuing operations will be at least minimally sufficient to
sustain our continuing operations, albeit with very limited growth. However, our
pursuit of an aggressive growth plan, whether based on internally developed
products, licensing opportunities, or strategic product line and/or company
acquisitions, will likely require funding from outside sources or the
divestiture of one or more existing product lines (as recently occurred with
respect to our Membership Plus® product
line). Funding from outside sources may include but is not limited to the
exercise of outstanding warrants and pursuit of other financing options such as
commercial loans, common stock and/or preferred stock issuances and convertible
notes. At this time, we have no legally committed funds for future capital
expenditures.
The
divestiture of our Membership Plus® product
line in October 2007 was driven by a combination of our need to raise cash and a
strategic determination to begin a long-term shift in our product lines away
from those within the faith-based vertical market and more towards those that
extend across the business-to-business and consumer segments more
generally. With a portion of the funds we realized from the sale of
our Membership Plus® product
line, we purchased FormTool® in
February 2008 which was our first product line acquisition outside of the
faith-based market. Although there can be no assurance, we anticipate
acquiring additional product lines and/or companies which will either replace or
increase the revenue and free cash flow previously produced by the Membership
Plus® product
line.
|
Working
Capital
|
March
31, 2008
|
December
31, 2007
|
||||||
|
Current
assets
|
$ | 1,015,314 | $ | 1,600,326 | ||||
|
Current
liabilities
|
$ | 1,615,353 | $ | 2,614,891 | ||||
|
Retained
deficit
|
$ | 7,281,368 | $ | 7,700,489 | ||||
While
liquidity for our day-to-day continued operations remains an ongoing concern for
us, and while there can be no continuing assurance, given the fact that a
substantial portion of our net sales – 54% of which we collected during our last
fiscal year through credit card processing transactions – are able to be
collected in a much shorter timeframe (several days) than that in which we must
generally pay our trade payables (30 days) and our accrued royalties (quarterly,
semi-annually, or annually), the situation suggested by our notably and
consistently low ratio of current assets to current liabilities has historically
been manageable.
|
Cash
Flows for Three Months Ending March 31,
|
2008
|
2007
|
Change
|
%
|
||||||||||||
|
Cash
flows (used) provided by operating activities
|
$ | (92,835 | ) | $ | 192,564 | $ | (285,399 | ) | 148 | % | ||||||
|
Cash
flows (used) by investing activities
|
$ | (161,750 | ) | $ | (154,273 | ) | $ | (7,477 | ) | 5 | % | |||||
|
Cash
flows (used) by financing activities
|
$ | (155,865 | ) | $ | (32,469 | ) | $ | (123,396 | ) | 380 | % | |||||
Net cash
used by operating activities increased for the three months ended March 31, 2008
primarily due to a reduction in cash collections, from reduced net revenues, and
increased payments made to content providers and vendors.
The
increase in net cash used by investing activities for the three months ended
March 31, 2008 was a result of the purchase of FormTool® in
February 2008. Offsetting this to some extent, however, was the fact
that, during the three months ended March 31, 2008 we capitalized fewer costs
associated with software development as compared to the three months ended March
31, 2007.
The
increase in net cash used by financing activities for the three months ended
March 31, 2008 was the result of our settlement payment to Barron Partners, LP
in the amount of $150,000 in exchange for the cancellation of the warrants
issued in November 2004.
Financing
We have
not secured bank financing due to our internal financial ratios and negative
working capital position and do not expect that we will be successful in
securing any such financing unless and until our ratios in this regard improve.
However, it may be possible to secure financing on our open accounts receivable
in order to satisfy our future financing needs. Equity financing, too, remains
an option for us, though no definitive prospects have been specifically
identified.
Contractual
Liabilities
In May
2007, we secured a new operating lease with a third-party for our corporate
office facility in Omaha, Nebraska with terms extending through May 2012. We
also secured a new operating lease with a third-party for a warehouse facility
in Omaha, Nebraska with terms extending through June 2010. In accordance with
the terms of these leasehold agreements, we are responsible for all associated
taxes, insurance and utility expenses.
We lease
office space in Naperville, Illinois under an operating lease with a third-party
with terms extending through March 2009. We are responsible for all insurance
expenses associated with this lease.
At March
31, 2008, the total future minimum rental payments required under these leases
is approximately $288,000 through the year 2012.
We lease
telephone equipment under a capital lease due to expire in November 2009. The
asset and liability under the capital lease are recorded at the present value of
the minimum lease payments. The asset is depreciated over a 5 year life. Total
minimum future lease payments under capital leases as of March 31, 2008 is
approximately $23,000 through the year 2009.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
Contractual
Obligations
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide this information.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide this information.
Evaluation
of Disclosure Controls and Procedures
As
required by paragraph (b) of Rule 13a-15 under the Exchange Act, our principal
executive and principal financial officers are responsible for assessing the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(f) under the Exchange Act). Accordingly, we maintain
disclosure controls and procedures designed to ensure that information required
to be disclosed in our filings under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Our
Chief Executive Officer and Chief Financial Officer have evaluated our
disclosure controls and procedures as of the end of the period covered by this
Quarterly Report on Form 10-Q March 31, 2008, and have determined that such
disclosure controls and procedures are effective.
Changes
in Internal Controls
There
were no changes in our internal control over financial reporting during the
fiscal quarter covered by this report that have materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
As of the
date of this quarterly report on Form 10-Q for the period ended March 31, 2008,
and to the best knowledge of our officers and directors, 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. Although we
currently maintain liability insurance coverage in an amount equal to
$6,000,000, there can be no assurance that such 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, and including liquidity and profitability,
and our results of operations.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
|
Date
Securities Issued
|
Securities
Title
|
Issued
to
|
Number
of Securities Issued
|
Consideration*
|
||||||
|
Common
Stock Issuances
|
||||||||||
|
Issued
for compensation to independent board of directors
|
||||||||||
|
4/14/2008
|
Common
Stock
|
William
J. Bush
|
166,667
|
$ |
7,000
|
|||||
|
4/14/2008
|
Common
Stock
|
John
A. Kuehne
|
428,571
|
$ |
18,000
|
|||||
|
4/14/2008
|
Common
Stock
|
Gordon
A. Landies
|
83,333
|
$ |
3,500
|
|||||
|
Issued
for compensation to executive officers
|
||||||||||
|
4/14/2008
|
Common
Stock
|
Steven
Malone
|
47,779
|
$ |
2,007
|
|||||
|
4/14/2008
|
Common
Stock
|
Kirk
R. Rowland
|
47,779
|
$ |
2,007
|
|||||
|
4/14/2008
|
Common
Stock
|
William
Terrill
|
47,779
|
$ |
2,007
|
|||||
|
*
Consideration is calculated to be the value of the security at the date of
issuance.
|
||||||||||
For these
unregistered sales, we relied on the private offering exemption of Section 4(2)
of the Securities Act and/or the private offering safe harbor provision of Rule
506 of Regulation D promulgated thereunder based on the following factors: (i)
the number of offerees or purchasers, as applicable, (ii) the absence of general
solicitation, (iii) representations obtained from the acquirors relative to
their accreditation and/or sophistication (or from offeree or purchaser
representatives, as applicable), (iv) the provision of appropriate disclosure,
and (v) the placement of restrictive legends on the certificates reflecting the
securities coupled with investment representations obtained from the
acquirors.
There
were no reportable events under this Item 3 during the quarterly period ended
March 31, 2008.
No
matters were submitted to a vote of our stockholders during the quarterly period
ended March 31, 2008.
There
were no reportable events under this Item 5 during the quarterly period ended
March 31, 2008.
Exhibits
required by Item 601 of Regulation S-K.
|
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 May 15, 2008. FILED HEREWITH.
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and dated May 15, 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 May 15,
2008. FILED HEREWITH.
|
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
FINDEX.COM,
INC.
|
|||
|
Date:
May 15, 2008
|
By
|
/s/ Steven Malone
|
|
|
Steven
Malone
|
|||
|
President
and Chief Executive Officer
|
|
Date:
May 15, 2008
|
By
|
/s/ Kirk R. Rowland
|
|
|
Kirk
R. Rowland, CPA
|
|||
|
Chief
Financial Officer (Principal Financial & Accounting
Officer)
|