FindEx.com, Inc. Form 8-K
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): July 21, 2005
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-29963
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88-0379462
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11204
Davenport Street, Suite 100, 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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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
4 - Matters Related to Accountants and Financial
Statements
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Report.
On
June
30, 2005, subsequent to the issuance of our consolidated financial statements
for the year ended December 31, 2004, we were notified by the staff of the
Division of Corporation Finance of the SEC that they believe that various
changes to our previously issued financial statements would be required in
order
for them not to be materially misleading. The financial statements affected
by
this determination include our previously issued consolidated balance sheets,
statements of operations, statements of stockholders’ equity, and statements of
cash flows for the fiscal years ended December 31, 1999 (filed on Form 8-K/A),
December 31, 2000, December 31, 2002, December 31, 2003 and December 31, 2004
(in each case filed on Form 10-KSB), together with the three month periods
ended
June 30, 2002, September 30, 2002, March 31, 2003, June 30, 2003, September
30,
2003, March 31, 2004, June 30, 2004, September 30, 2004, and March 31, 2005
(in
each case filed on Form 10-QSB). The recommended changes included:
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treatment
of an error correction for fiscal 1999 as decrease in revenue following
discovery in 2001 of the fact that purchased inventory was overstated
rather than as an adjustment to the beginning retained earnings of
the
2000 reporting period;
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treatment
of an error correction for fiscal 2000 as decrease to rebates payable
following discovery in 2004 of the fact that rebates payable to a
third
party were over stated rather than as an adjustment to the beginning
retained earnings of the 2003 reporting period;
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treatment
of the final, unpaid installment of a material license agreement as
“other
income” in our statement of operations for fiscal 2002 rather than as an
offset against the recorded historical cost of such license; |
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treatment
of the useful life of the software license agreement and
the associated amortization to a ten-year useful life for fiscal
2002, 2003, and 2004 rather than a fifty-year useful life for
fiscal
2002 and 2003 and an indefinite useful life for fiscal
2004; |
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treatment
of certain debt extinguishment for fiscal 2004 as “other income” in our
statement of operations rather than as an “extraordinary
item;” |
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treatment
of the following transactions which occurred during fiscal 2003 and
fiscal
2004 as “other adjustments” on the statements of operations rather than as
“non-recurring” items:
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(i)
write-offs of certain obsolete inventory;
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(ii) an
adjustment to certain accrued royalties;
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(iii)
realization of certain expenses incurred in connection with a withdrawn
public offering, and
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(iv)
the reclassification of other income.
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§ |
further
disclosure, clarification, and correction of typographical errors with
respect to a number of transactions which occurred during fiscal 2003
and
fiscal 2004. |
During
the period from June 30, 2005 through July 20, 2005, our management, including
the audit committee of our board of directors, together with Chisholm, Bierwolf
& Nilson, P.C., our independent registered public accounting firm,
considered the position of the SEC and engaged in several conversations with
members of the staff regarding the recommended changes. On July 21, 2005, our
board of directors determined that we would restate each of the previously
issued financial statements referenced above and that such previously issued
financial statements, including those contained in our registration statement
on
Form SB-2 originally filed by us on November 22, 2004 but not yet declared
effective by the SEC, should no longer be relied upon.
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:
July 22, 2005
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FINDEX.COM,
INC.
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By:
/s/ Steven Malone
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Steven
Malone
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President
& Chief Executive Officer
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