NT 10-QSB Form 12b-25 June 30, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one):
[
] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [
] Form
10-D [ ] Form N-SAR [ ] Form N-CSR
For
Period Ended: June 30, 2005
[
]
Transition Report on Form 10-K
[
]
Transition Report on Form 20-F
[
]
Transition Report on Form 11-K
[
]
Transition Report on Form 10-Q
[
]
Transition Report on Form N-SAR
For
the
Transition Period Ended: N/A
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART
I - REGISTRANT INFORMATION
FindEx.com,
Inc.
Full
Name
of Registrant
N/A
Former
Name if Applicable
11204
Davenport Street, Suite 100
Address
of Principal Executive Office (Street
and Number)
Omaha,
NE 68154
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense
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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form
10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form
10-Q or subject distribution report on Form 10-D, or portion thereof,
will
be filed on or before the fifth calendar day following the prescribed
due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
Findex.com,
Inc. could not file the required Form 10-QSB within the prescribed period due
to
the fact that financial restatements relating to prior reporting periods which
are necessary to have complete in order to accurately present the financial
results for the quarter ended June 30, 2005 are not yet complete. On August
9,
2005, we filed an Item 4.02 Current Report on Form 8-K/A under the heading
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Report, which
stated that we had determined to revise our previously issued consolidated
balance sheet, statement of operations, statement of stockholders’ equity, and
statement of cash flows for the fiscal year ended December 31, 2004, among
others. Given this determination, and the fact that an audited retained earnings
figure which was not available as of the filing deadline (due to restatement
initiatives that are ongoing) would have been necessary in order to properly
state our financial results for the quarter ended June 30, 2005, we were unable
to make the filing in a timely manner. We intend to file a Form 10-KSB/A for
the
fiscal year ended December 31, 2004, Form 10-QSB/A for the quarter ended March
31, 2005 as well as the Form 10-QSB for the quarter ended June 30, 2005 to
which
this notification of late filing relates, no later than August 19, 2005.
PART
IV - OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this
notification:
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Michael
M. Membrado
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646
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486-9772
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(Name)
|
|
(Area
Code)
|
|
(Telephone
Number)
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(2) |
Have
all other periodic reports required under Section 13 or 15(d) of
the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that
the registrant was required to file such report(s) been filed? If
answer
is no, identify report(s). [X] Yes [ ]
No
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(3) |
Is
it anticipated that any significant change in results of operations
from
the corresponding period for the last fiscal year will be reflected
by the
earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
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If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
We
experienced an increase in our net loss from approximately $130,000 for the
three months ended June 30, 2004 to approximately $193,000 for the three months
ended June 30, 2005 and from approximately $13,000 for the six months ended
June
30, 2004 to approximately $88,000 for the six months ended June 30, 2005. The
increase resulted in large part from an increase in amortization of software
development costs associated with recently released software titles and
penalties associated with our delayed registration statement. We recognized
approximately $76,000 and $106,000 of additional software development
amortization during the three and six months ended June 30, 2005. This increase
resulted from additional investment in software development projects and
increased cash used by investing activities. During the three months ended
June
30, 2005, we also recorded $119,000 in penalties to an investor resulting from
the delay in having our registration statement declared
effective.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
August 16, 2005
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By:
/s/ Steven Malone
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Steven
Malone, President & CEO
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