UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): April 22, 2005
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
000-29963 |
88-0379462 |
(State
or other jurisdiction |
(Commission |
(I.R.S.
Employer |
of
incorporation) |
File
Number) |
Identification
No.) |
11204
Davenport Street, Suite 100
Omaha,
Nebraska |
68154 |
(Address
of principal executive offices) |
(Zip Code) |
Registrant's
telephone number, including area code: (402) 333-1900
N/A.
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
2.03. Creation
of a Direct Financial Obligation.
On July
19, 2004, we entered into a certain Stock Purchase Agreement pursuant to which
we agreed to issue and sell 21,875,000 restricted shares of our common stock,
and warrants to purchase another 21,875,000 shares of our common stock, to
Barron Partners, LP, a New York based institutional investor. As part of the
financing transaction, we also entered into a certain Registration Rights
Agreement with Barron Partners, LP pursuant to which we became committed to
registering all of the shares issued as part of such transaction, including
those issuable under the warrants. On November 22, 2004, we filed a registration
statement on Form SB-2 covering the shares issued to Barron Partners, as well as
the shares underlying the warrants issued to Barron Partners. Under the terms of
the Registration Rights Agreement, as amended, we had until April 22, 2005 to
cause such registration statement to be declared effective by the SEC. In
accordance with the terms of the Registration Rights Agreement, any delays in
meeting this obligation subject us to liability to Barron Partners, LP in
an amount equal to $1,726 per day for the duration of any such delay.
As of
April 22, 2005, the registration statement filed on November 22, 2004 had not
yet been declared effective. Pursuant to an agreement reached with Barron
Partners in relation to the associated accruing penalties, we have agreed to pay
Barron Partners an amount in cash equal to $100,000 in two equal installments of
$50,000 between April 22, 2005 and May 22, 2005, with no additional penalty
obligations accruing for at least 60 days from April 22, 2005. Although there
can be no assurance, management believes that the prospects for the company
being able to cause the registration statement to be declared effective by June
21, 2005 are good. If we are unsuccessful in causing the registration statement
to be declared effective by the SEC by June 21, 2005, however, and depending on
how long any such delay in causing effectiveness to be declared by the SEC
continues thereafter, it is likely to have a very material adverse effect on our
business, financial condition and results of operations.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
| 10.1 |
Stock
Purchase Agreement between Findex.com, Inc. and Barron Partners, LP, dated
July 19, 2004, incorporated by reference to Exhibit 10.10 on Form 8-K
filed July 28, 2004. |
| 10.2 |
Registration
Rights Agreement between Findex.com, Inc. and Barron Partners, LP, dated
July 26, 2004, incorporated by reference to Exhibit 10.20 on Form 8-K
filed July 28, 2004. |
| 10.3 |
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. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Date:
April 26, 2005 |
FINDEX.COM,
INC. |
|
| |
|
|
| |
|
Steven
Malone |
| |
|
President
& Chief Executive Officer |