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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES AND
EXCHANGE COMMISSION <BR>WASHINGTON, D.C. 20549 </FONT></H1>

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     <P ALIGN=CENTER>_________________ </P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 <BR>REGISTRATION STATEMENT <BR>
UNDER <BR>THE SECURITIES ACT OF
1933 </FONT></H1>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>FINDEX.COM, INC</B>. <BR><I>(Exact Name of
Registrant as Specified in Its Charter) </I></FONT></P>







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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Nevada</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">88-0379462</FONT></TH></TR>
<TR VALIGN="TOP" align=center>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(State of Other Jurisdiction of Incorporation)
</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(I.R.S. Employee Identification No.)
</FONT></TD></TR>
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<BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11204 Davenport Street<BR>Suite 100<BR>Omaha, NE 68154 <BR>
<I>(Address of
Principal Executive Offices) </I></FONT></P>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Restricted Stock
Compensation Agreement(s)</B><BR><I>(Full Title of the
Plan) </I></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Steven Malone <BR>President and Chief
Executive Officer <BR>11204 Davenport Street <BR>Suite 100 <BR>Omaha, NE 68154 <BR><I>(Name and Address of
Agent For Service) </I></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(402) 333-1900 <BR><I>(Telephone Number,
Including Area Code, of Agent For Service) </I></FONT></P>

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<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Copies to:</B><BR>Michael M. Membrado,
Esq. <BR>M.M. Membrado &amp;
Associates, PLLC <BR>115 East
57<SUP>th</SUP> Street, Suite 1006 <BR>New York, New York 10022 </FONT></P>









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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></H1>


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     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Title of Securities to<BR>
be Registered</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount to be<BR>
Registered</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximum Offering<BR>
Price Per Share</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Proposed Maximum<BR>
Aggregate Offering Price</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amount of<BR>
Registration Fee</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
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     <TD WIDTH="34%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Common Stock (par value $0.001 per share)</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="2%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="23%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;300,000 shares (1)</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="12%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;$0.09 (2)</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="13%" ALIGN="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$27,000.00</FONT></TD><TD WIDTH="1%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>    </FONT></TD>
        <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH="7%" ALIGN="center"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;$3.42</FONT></TD><TD WIDTH="1%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
        <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD></TR>
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          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The shares of common stock covered by this registration statement were all
          previously issued to the selling shareholders herein, each an outside consultant
          of Findex.com, Inc. (the &#147;Company&#148;), pursuant to written Restricted
          Stock Compensation Agreements. </FONT></TD>
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          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Estimated solely for the purpose of determining the registration fee in
          accordance with Rule 457(c) based on the average of the bid and asked prices of
          the Common Stock as traded in the over-the-counter market and reported on the
          OTC Bulletin Board, a service provided by the Nasdaq Stock Market, Inc., on
          November 19, 2004. </FONT></TD>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXPLANATORY NOTE </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In accordance with Form S-8 General
Instruction C and Rule 429 of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;), this registration statement covers the reoffer and resale of 300,000 shares of
common stock of Findex.com, Inc. (&#147;Findex,&#148; the &#147;Company,&#148;
&#147;we,&#148; &#147;us&#148; or &#147;our&#148;) previously issued to certain
independent consultants to the Company (collectively, the Selling Shareholders&#148;)
pursuant to certain written Restricted Stock Compensation Agreements. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This registration statement contains
two parts. The first part contains a &#147;reoffer prospectus&#148; prepared in accordance
with Part I of Form S-3 of the Securities Act. The second part contains information
required in this registration statement pursuant to Part II of Form S-8. This reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis in the
future of the 300,000 shares of common stock described in the previous paragraph. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PROSPECTUS </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FINDEX.COM, INC. </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>300,000 SHARES OF
COMMON STOCK </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This prospectus relates to 300,000
shares, in the aggregate, of common stock, par value $0.001 per share, of Findex.com, Inc.
(the &#147;Company&#148;) which may be offered or sold from time to time by the Selling
Shareholders. The shares to which this prospectus relates were previously issued to the
Selling Shareholders pursuant to certain written Restricted Stock Compensation Agreements
in connection with their services as independent consultants to the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The price at which a Selling
Shareholder may sell any shares of common stock will be determined by the prevailing
market price for such shares or through a privately negotiated transaction. The Company
will receive no part of the proceeds of any sale of such shares made hereunder. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common stock is quoted on the OTC
Bulletin Board, a service provided by the Nasdaq Stock Market, Inc., under the symbol
&#147;FIND&#148;. On November 19, 2004 the last reported sale price of our common stock on
the OTC Bulletin Board was $0.09 per share. The mailing address of our principal executive
office is 11204 Davenport Street, Suite 100, Omaha, Nebraska 68154, and our telephone
number is (402) 333-1900. </FONT></P>
<BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR><BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2<BR></FONT> </P>
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INVESTING IN OUR
COMMON STOCK INVOLVES RISKS. <BR>PLEASE SEE &#147;<A HREF="#RiskFactors">RISK
FACTORS</A>&#148; BEGINNING ON PAGE 4. </FONT></H1>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>No person has been authorized to give
any information or to make any representations, other than those contained in this
prospectus in connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been authorized by us,
any Selling Shareholder or any other person. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof. This
prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the securities covered by this prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Neither the U.S. Securities and
Exchange Commission (the &#147;Commission&#148;) nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The date of this prospectus is
November 22, 2004. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="TableOfContents">TABLE OF CONTENTS</A> </FONT></H1>


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     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TH>
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     <TD WIDTH=94% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=1% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
     <TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD><TD WIDTH=1% ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PAGE</FONT></TD>
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     <TD COLSPAN=3></TD>
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     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TheCompany">THE COMPANY</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#RiskFactors">RISK FACTORS</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#Forwardlooking">FORWARD-LOOKING STATEMENTS</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#UseOfProceeds">USE OF PROCEEDS</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#Dilution">DILUTION</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#SellingShareholders">SELLING SHAREHOLDERS</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
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     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#PlanOfDistribution">PLAN OF DISTRIBUTION</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
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     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#Experts">EXPERTS</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#WhereYouCanFindMore">WHERE YOU CAN FIND MORE INFORMATION</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#IncorporationOfCertain">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</A></FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3<BR></FONT> </P>
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="TheCompany">THE COMPANY</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We are a developer, publisher, distributor
and supplier of &#147;inspirational&#148; and Christian faith-based, off-the-shelf
software products to individuals and religious and other spiritual organizations including
schools, churches and other faith-based ministries. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our business plan is focused on
fulfilling our objective of becoming the premier provider of Bible study and related
software products and content to the domestic and international markets, through both
acquiring established companies and ongoing internal development of new products and
expanded content of existing products. Our religious software titles are divided among six
categories: (i) QuickVerse/Bible Study, (ii) Financial/Office Management Products for
Churches and other Faith-Based Ministries, (iii) Print &amp; Graphic Products, (iv)
Pastoral Products, (v) Children&#146;s Products, and (vi) Language Tutorial Products. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Certain of the software titles that
we sell are owned and have been independently developed or are currently being developed
by us. Others are owned and have been developed by other companies, but are exclusively
licensed for production to, and further developed by us. Some of the titles we sell are
merely distributed by us on an exclusive or partially exclusive basis. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="RiskFactors">RISK FACTORS</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You should carefully consider the
following factors and other information in this prospectus and in our annual reports on
Forms 10-KSB and 10-KSB/A when you evaluate our business. The risks and uncertainties
described below are not the only ones we face. Additionally, risks and uncertainties not
presently known to the Company or that we currently deem immaterial also may impair our
business operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely affected. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GENERAL
BUSINESS RISKS</b></FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>OUR LIQUIDITY AND
CAPITAL RESOURCES ARE VERY LIMITED.</I> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our ability to fund working capital
and anticipated capital expenditures will depend on our future performance, which is
subject to general economic conditions, financial conditions, our customers, actions of
our domestic and international competitors, and other factors that are beyond our control.
Our ability to fund operating activities is also dependent upon (a) the extent and
availability of bank and other credit facilities, (b) our ability to access external
sources of financing, and (c) our ability to effectively manage our expenses in relation
to revenues. Based upon the current level of operations and planned growth, we believe
that the net proceeds received from our July 2004 sale of common stock and warrants,
together with future cash flow from operations, and funds from external sources of
credit-based debt financing, will be adequate to meet our anticipated liquidity
requirements over the next 12 months and will provide additional capital for potential
acquisitions. Given our initiative towards rapid revenue growth, there can be no
assurance, however, that our operations and access to external sources of financing will
continue to provide resources sufficient to satisfy our liabilities arising in the
ordinary course of business. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>OUR AUDITOR HAS EXPRESSED
UNCERTAINTY AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our financial statements contained in
our annual report on Form 10-KSB/A for the period ending December 31, 2003, including the
footnotes thereto, call into question our ability to operate as a going concern. This
conclusion is drawn from the fact that, as of the date of those financial statements, we
had a negative current ratio and total liabilities in excess of total assets. Those
factors, as well as uncertainty in securing financing for continued operations, created an
uncertainty at the time regarding our ability to continue as a going concern. Although we
have since completed private placement transactions pursuant to which we have realized a
total of $1,990,000 in gross proceeds, our ability to continue as a going concern remains
dependent on many factors impacting on the successful execution of our business strategy,
none of which can be assured. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>OUR INTERNATIONAL SALES SUBJECT US
TO A VARIETY OF RISKS WE WOULD NOT OTHERWISE ENCOUNTER.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We currently sell through
distributors to many foreign countries and expect to continue to develop this aspect of
our business. Expanding into overseas operations may cost more than we expect. We also may
be unsuccessful in expanding our presence in international markets, and we might lose all
or part of our investment in those operations. Many of the distributors we sell to in
foreign countries are not United States companies and have no legal presence in the United
States, and we therefore face certain risks associated with doing business outside of the
United States. As we continue to expand our international sales, we will be increasingly
subject to various risks associated </FONT></P>


<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>
<BR>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>with international
business. These risks include the following:  </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>compliance
with local laws and regulatory requirements, as well as changes in those laws and
requirements; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>restrictions
on the repatriation of funds; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>overlap
of tax issues; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the
business and financial condition of any overseas business partners; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>political
and economic conditions abroad; and </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the
 possibility  of  expropriation  or  nationalization  of assets,  supply  disruptions,
 currency  controls,  exchange rate          fluctuations; or </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>changes
in tax laws, tariffs, and freight rates. </FONT></TD>
</TR>
</TABLE>
<BR>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RISKS
ASSOCIATED WITH OUR BUSINESS AND INDUSTRY</b></FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>WE FACE SERIOUS
COMPETITION IN OUR BUSINESS SEGMENT.</I> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The market for our products is
rapidly evolving and highly competitive. We face competition from other software
publishers, all of which generally sell through the same combination of channels that we
do, including chain store, secular, Christian Bookseller&#146;s Association
(&#147;CBA&#148;), direct and online sales. Specifically, we currently compete with Logos
Research Systems, Inc., Biblesoft, Inc., Thomas Nelson, Inc., Tyndale Publishers and
WordSearch Bible Publishers, among others. Although we are among the market leaders in our
primary product categories, some of our competitors have longer operating histories,
larger customer bases and greater financial, marketing, service, support, technical and
other resources than us. Moreover, we believe that competition from new entrants will
increase as the market for religious products and services continues to expand. </FONT></P>




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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>WE HAVE EXPERIENCED, AND MAY
CONTINUE TO EXPERIENCE, REDUCED REVENUES DUE TO DELAYS IN THE INTRODUCTION AND
DISTRIBUTION OF OUR PRODUCTS.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We cannot be certain that we will be
able to meet our planned release dates for our new software releases. If we cannot release
an important new product during the scheduled quarter, our revenues would likely be
reduced in that quarter. In the past, we have experienced significant delays in our
introduction of some new products. For instance, delays in duplication, packaging and
distribution caused our QuickVerse&reg; Version 8.0 to begin shipping in mid-December
2003, long after the holiday season had been underway. As a result, we experienced fewer
sales of this product than we would have if the product had been available before the
holiday selling season began, which had a materially adverse effect on our operating
results for the 2003 fourth quarter. It is likely in the future that delays will continue
to occur and that some new products will not be released in accordance with our internal
development schedule or the expectations of public market analysts and investors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>PRODUCT RETURNS OR PRICE
PROTECTIONS THAT EXCEED OUR ANTICIPATED RESERVES COULD RESULT IN WORSE THAN EXPECTED
OPERATING RESULTS.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>At the time we ship our products we
establish reserves, including reserves that estimate the potential for future product
returns. Product returns or price protection concessions that exceed our reserves could
increase the magnitude of quarterly fluctuations in our operating and financial results.
Furthermore, if we incorrectly assess the creditworthiness of our wholesale customers who
take delivery of our products on credit, we could be required to significantly increase
the reserves previously established. Although, historically, actual returns have been
within management&#146;s prior estimates, we cannot be certain that any future write-offs
exceeding reserves will not occur or that amounts written off will not have a material
adverse effect on our results of operations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>ERRORS OR DEFECTS IN OUR SOFTWARE
PRODUCTS MAY CAUSE A LOSS OF MARKET ACCEPTANCE AND RESULT IN FEWER SALES OF OUR PRODUCTS.</I></B> </FONT></P>



<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our products are complex and may
contain undetected errors or defects when first introduced or as new versions are
released. In the past, we have discovered software errors in some of our new products and
enhancements after their introduction into the market. Because our products are complex,
we anticipate that software errors and defects will be present in new products or releases
in the future. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>While to date these
errors have not been material, future errors and defects could result in adverse product
reviews and a loss of, or delay in, market acceptance of our products.  </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>WE MAY NOT HAVE
AVAILABLE FUNDS TO DEVELOP PRODUCTS THAT CONSUMERS WANT. </I></FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Bible-study, inspirational
content, and organizational management software markets are subject to rapid technological
developments. To develop products that consumers and church and other faith-based
organizations desire, we must continually improve and enhance our existing products and
technologies and develop new products and technologies that incorporate these
technological developments. We cannot be certain that we will have the financial and
technical resources available to make these improvements. We must make these improvements
while remaining competitive in terms of performance and price. This will require us to
make substantial investments in research and development, often times well in advance of
the widespread release of the products in the market and any revenues these products may
generate. </FONT></P>




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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>THE LOSS OF ANY OF OUR KEY
EXECUTIVES OR OUR FAILURE TO ATTRACT, INTEGRATE, MOTIVATE AND RETAIN ADDITIONAL KEY
EMPLOYEES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our success depends to a large degree
upon the skills of our senior management team and key employees and upon our ability to
identify, hire, and retain additional sales, marketing, technical, and financial
personnel. The loss of any of our key executives or the failure to attract, integrate,
motivate, and retain additional key employees could have a material adverse effect on our
business. We presently do not maintain key person life insurance on any of our executives.
We may be unable to retain our existing key personnel or attract and retain additional key
personnel. Competition for these personnel in the software and technology industry is
intense and identifying personnel with experience in this industry is even more difficult.
Any loss of one of our key executives would likely have a material adverse effect on our
business and prospects. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>OUR PROPRIETARY TECHNOLOGY MAY NOT
BE ADEQUATELY PROTECTED FROM UNAUTHORIZED USE BY OTHERS, WHICH COULD INCREASE OUR
LITIGATION COSTS AND ADVERSELY AFFECT OUR SALES.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our ability to compete with other
Bible and inspirational content software companies depends in part upon our proprietary
technology. Unauthorized use by others of our proprietary technology could result in an
increase in competing products and a reduction in our sales. We rely on a combination of
trademark, trade secret and copyright laws to protect our technology. We cannot be
certain, however, that these precautions will provide meaningful protection from
unauthorized use by others. If we must pursue litigation in the future to enforce or
otherwise protect our intellectual property rights, or to determine the validity and scope
of the proprietary rights of others, we may not prevail and will likely have to make
substantial expenditures and divert valuable resources. In addition, many foreign
countries&#146; laws may not protect us from improper use of our proprietary technologies
outside of the United States. We may not have adequate remedies if our proprietary rights
are breached or our trade secrets are disclosed. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>NEW INTERNET ACCESS DEVICES MAY
CHANGE THE WAY INFORMATION IS DISPLAYED REQUIRING US TO CHANGE OUR PRODUCTS.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Recent increases in the use of
internet devices to access inspirational content and the continued development of internet
devices as a medium for the delivery of network-based information, content, and services
may require us to change our products. Our success depends on our ability to understand
the method upon which our search engines operate and our ability to service new and
emerging devices to access the internet, such as browser phones, personal digital
assistants, and other wireless devices. To the extent these new Internet access devices
change the way that information is displayed to the end user or causes a change in the
medium that is searched, we may be required to revise the methodology of our products.
Although our recently introduced PDA version products have performed well for us, we
cannot predict the impact that new devices will have on our services across the entire
spectrum of developing technologies, and any required product adaptations may result in
loss of revenue and goodwill, increased expenses, and reduced operating margins. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>IF OUR PRODUCTS INFRINGE ANY
PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE BROUGHT AGAINST US THAT COULD REQUIRE US TO
PAY LARGE LEGAL EXPENSES AND JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING ONE OR MORE OF
OUR PRODUCTS.</I></B> </FONT></P>




<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>





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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We believe that our products do not
infringe any valid existing proprietary rights of third parties. Any infringement claims,
however, whether or not meritorious, could result in costly litigation or require us to
enter into royalty or licensing agreements. If we are found to have infringed the
proprietary rights of others, we could be required to pay damages, redesign the products
or discontinue their sale. Any of these outcomes, individually or collectively, could have
a material adverse effect on our financial condition and results of operations. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;RISKS
ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK</b></FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>UP TO 47,025,000 SHARES OF OUR
COMMON STOCK ARE LIKELY TO BECOME ELIGIBLE FOR PUBLIC SALE AS A RESULT OF A RESALE
REGISTRATION STATEMENT FILING WHICH IS LIKELY TO DEPRESS OUR STOCK PRICE.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As of the date of our filing of this
registration statement with the Securities and Exchange Commission on Form S-8, we are
also filing a registration statement with the Securities and Exchange Commission on Form
SB-2 which, once declared effective by the SEC, will cause to be eligible for immediate
resale on the public market 23,875,000 shares of our common stock and an additional
23,150,000 shares of our common stock underlying warrants (the resale offering of which
shall only be made by means of a separate prospectus). As a percentage of our total
outstanding common stock, this represents 65.95%. If a significant number of shares are
offered for sale simultaneously, which is likely to occur, it would have a depressive
effect on the trading price of our common stock on the public market. Any such depressive
effect may encourage short positions and short sales, which could place further downward
pressure on the price of our common stock. Further, all of the shares sold in the offering
will be freely transferable thereafter without restriction or further registration under
the Securities Act (except for any shares purchased by our &#147;affiliates&#148;, as
defined in Rule 144 of the Securities Act), which could place even further downward
pressure on the price of our common stock. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>UNLESS AN ACTIVE TRADING MARKET
DEVELOPS FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO SELL YOUR SHARES.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Although we are a reporting company
and our common stock is listed on the OTC Bulletin Board (owned and operated by the Nasdaq
Stock Market, Inc.), there is no active trading market for our common stock. An active
trading market may never develop or, if developed, it may not be maintained. Failure to
develop or maintain an active trading market will have a generally negative effect on the
price of our common stock, and you may be unable to sell your shares or any attempted sale
of such shares may have the effect of lowering the market price, and therefore your
investment could be a complete or partial loss. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>SINCE OUR COMMON STOCK IS THINLY
TRADED, IT IS MORE SUSCEPTIBLE TO EXTREME RISES OR DECLINES IN PRICE, AND YOU MAY NOT BE
ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You may have difficulty reselling
shares of our common stock, either at or above the price you paid, or even at a fair
market value. The stock markets often experience significant price and volume changes that
are not related to the operating performance of individual companies, and because our
common stock is thinly traded, it is particularly susceptible to such changes. These broad
market changes may cause the market price of our common stock to decline regardless of how
well we perform as a company, and, depending on when you determine to sell, you may not be
able to obtain a price at or above the price you paid. </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>TRADING IN OUR COMMON STOCK ON THE
OTC BULLETIN BOARD MAY BE LIMITED THEREBY MAKING IT MORE DIFFICULT FOR YOU TO RESELL ANY
SHARES YOU MAY OWN.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common stock trades on the OTC
Bulletin Board operated by the Nasdaq Stock Market, Inc. The OTC Bulletin Board is not an
exchange and, because trading of securities on the OTC Bulletin Board is often more
sporadic than the trading of securities listed on a national exchange or on the Nasdaq
National Market, you may have difficulty reselling any of the shares of our common stock
that you purchase from the selling stockholders. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>OUR COMMON STOCK IS SUBJECT TO THE
&#147;PENNY STOCK&#148; REGULATIONS, WHICH IS LIKELY TO MAKE IT MORE DIFFICULT TO SELL.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common stock is considered a
&#147;penny stock,&#148; which generally is a stock trading under $5.00 and not registered
on national securities exchanges or quoted on the Nasdaq National Market. The Securities
and Exchange Commission has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. This regulation generally has the result of
reducing trading in such stocks, restricting the pool of potential investors for such
stocks, and making it more difficult for investors to sell their shares. Prior to a
transaction in a penny stock, a broker-dealer is required to: </FONT></P>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>deliver
a standardized risk disclosure document that provides information about penny stocks and
the nature and level of risks in the penny stock market;  </FONT></TD>
</TR>
</TABLE>

<BR>







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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provide
the customer with current bid and offer quotations for the penny stock; </FONT></TD>
</TR>
</TABLE>

<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>explain
the compensation of the broker-dealer and its salesperson in the transaction; </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>provide
monthly account statements showing the market value of each penny stock held in the
customer's account; and </FONT></TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>make
a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser&#146;s written agreement to the transaction.  </FONT></TD>
</TR>
</TABLE>
<BR>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>These requirements may have the
effect of reducing the level of trading activity in the secondary market for a stock that
is subject to the penny stock rules. Since our common stock is subject to the penny stock
rules, investors in our common stock may find it more difficult to sell their shares. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>OUR STOCK PRICE COULD BE VOLATILE,
AND YOUR INVESTMENT COULD SUFFER A DECLINE IN VALUE.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The trading price of our common stock
is likely to be highly volatile and could be subject to extreme fluctuations in price in
response to various factors, many of which are beyond our control, including: </FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the
trading volume of our shares; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the
number of securities analysts, market-makers and brokers following our stock; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>changes
in, or failure to achieve, financial estimates by securities analysts; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>new
products introduced or announced by us or our competitors; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>announcements
of technological innovations by us or our competitors; </FONT></TD>
</TR>
</TABLE>
<BR>




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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>our
ability to produce and distribute retail packaged versions of our software in advance of
peak retail selling seasons; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>actual
or anticipated variations in quarterly operating results; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>conditions
or trends in the consumer software and/or Christian products industries; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>announcements
by us of significant acquisitions, strategic partnerships, joint ventures, or capital
commitments; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>additions
or departures of key personnel; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>sales
of our common stock; and </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>stock
market price and volume fluctuations of publicly-traded, particularly micro-cap,
companies generally. </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, the stock market has
recently experienced significant price and volume fluctuations. Volatility in the market
price for particular companies has often been unrelated or disproportionate to the
operating performance of those companies. These broad market and industry factors may
seriously harm the market price of our common stock, regardless of our operating
performance. In addition, securities class action litigation has often been initiated
following periods of volatility in the market price of a company&#146;s securities. A
securities class action suit against us could result in substantial costs, potential
liabilities and the diversion of management&#146;s attention and resources from our
business. Further, and as noted above, our shares are currently traded on the Nasdaq Stock
Market, Inc.&#145;s OTC Bulletin Board and, further, are subject to the penny stock
regulation. Price fluctuations in such shares are particularly volatile and subject to
manipulation by market-makers, short-sellers and option traders. </FONT></P>






<BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>





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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>FUTURE SALES OF OUR COMMON STOCK
BY OUR OFFICERS OR DIRECTORS MAY DEPRESS OUR STOCK PRICE.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Although our officers and directors are
contractually obligated to refrain from selling any of their shares until July 20, 2005,
following that date, any shares owned by our officers or directors which are either
registered, or which may otherwise be sold in the future without registration under the
Securities Act to the extent permitted by Rule 144 or other exemptions under the
Securities Act, may be sold. Because of the perception by the investing public that a sale by such insiders
may be reflective of their own lack of confidence in our prospect, the market price of our common stock could decline as a
result of a sell-off following sales of substantial amounts of common stock by our officers and directors into
the public market, or the mere perception that these sales could occur. </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Although our officers and directors are
contractually obligated to refrain from selling any of their shares until July 20, 2005,
following that date, any shares owned by our officers or directors which are either
registered, or which may otherwise be sold in the future without registration under the
Securities Act to the extent permitted by Rule 144 or other exemptions under the
Securities Act, may be sold. Because of the perception by the investing public that a sale by such insiders
may be reflective of their own lack of confidence in our prospect, the market price of our common stock could decline as a
result of a sell-off following sales of substantial amounts of common stock by our officers and directors into
the public market, or the near perception that these sales could occur. </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>FUTURE ISSUANCES OF OUR COMMON OR
PREFERRED STOCK MAY DEPRESS OUR STOCK PRICE AND DILUTE YOUR INTEREST.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We may want to issue additional
shares of our common stock in future financings and may grant stock options to our
employees, officers, directors and consultants under our stock incentive plan. Any such
issuances could have the effect of depressing the market price of our common stock and, in
any case, would dilute the interests of our common shareholders. In addition, we could
issue serial preferred stock having rights, preferences and powers senior to
those of our common stock, including the right to receive dividends and/or preferences
upon liquidation, dissolution or winding-up in excess of, or prior to, the rights of the
holders of our common stock. This could depress the value of our common stock and could
reduce or eliminate the amounts that would otherwise have been available to pay dividends
on our common stock or to make distributions on liquidation. </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>IF YOU REQUIRE DIVIDEND INCOME,
YOU SHOULD NOT RELY ON AN INVESTMENT IN OUR COMMON STOCK.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We do not anticipate paying dividends
on our common stock in the foreseeable future. Rather, we intend to retain earnings, if
any, for the continued operation and expansion of our business. If you require dividend
income, you should not rely on an investment in our common stock. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OTHER
RISKS</b></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>WE FACE SERIOUS FINANCIAL
PENALTIES FOR ANY FAILURE TO MEET OUR REGISTRATION OBLIGATIONS TO BARRON PARTNERS, LP.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>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, together with two common stock purchase warrants
for the same combined number of shares, 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 each of the two warrants. Under the terms of the registration rights
agreement, as amended, we have until March 12, 2005 to effect registration of such shares.
Any delay in meeting this obligation will result in our being liable to Barron Partners,
LP in an amount equal to $630,000 per year, pro-rated as appropriate for the duration of
any such delay. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>WE HAVE RELIED ON THE PRIVATE
PLACEMENT EXEMPTION TO RAISE SUBSTANTIAL AMOUNTS OF CAPITAL AND COULD SUFFER SUBSTANTIAL
LOSSES IF THAT EXEMPTION IS DETERMINED NOT TO HAVE BEEN PROPERLY RELIED UPON.</I></B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have raised substantial amounts of
capital in private placements from time to time. The securities offered in such private
placements were not registered with the SEC or any state agency in reliance upon
exemptions from such registration requirements. Such exemptions are highly technical in
nature and if we inadvertently failed to comply with the requirements of any of such
exemptive provisions, investors would have the right to rescind their purchase of our
securities or sue for damages. If one or more investors were to successfully seek such
rescission or institute any such suit, we could face severe financial demands that could
materially and adversely affect our financial position. </FONT></P>







<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9</FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>


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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="Forwardlooking">FORWARD-LOOKING
STATEMENTS</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>This prospectus contains certain &#147;forward-looking
statements&#148; within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may relate to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected ventures, new
products and services, anticipated market performance and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. To comply with the terms of the safe harbor, we caution readers that a variety
of factors could cause our actual results to differ materially from the anticipated
results or other expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include (i) our potential inability
to continue as a going concern, (ii) product returns that exceed our anticipated reserves,
(iii) significant financial penalties for our failure to meet certain registration
obligations, (iv) unexpected reductions in revenue and stock price volatility, (v) defects
in our products causing revenue reductions, (vi) our inability to adequately invest in new
product development, (vii) the loss of key company executives, (viii) our inability to
adequately protect intellectual property, (ix) the introduction of new-generation
technologies, (x) infringement by us on the proprietary rights of others, (xi) risks
associated with international sales, and (xii) general economic conditions. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we cannot give any assurance that such expectations reflected in these
forward-looking statements will prove to have been correct. We cannot guarantee any future
results, levels of activity, performance or achievements. </FONT></P>
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="UseOfProceeds">USE OF PROCEEDS</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will not receive any of the
proceeds from the sale of any shares of our common stock by the Selling Shareholders
pursuant to this reoffer prospectus. All such proceeds, net of brokerage commissions, if
any, will be received by the Selling Shareholders. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="Dilution">DILUTION</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Because any Selling Shareholders who
offer and sell their shares of common stock covered by this prospectus may do so at
various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this
prospectus information about the dilution (if any) to the public arising from these sales. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="SellingShareholders">SELLING SHAREHOLDERS</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The 300,000 shares of common stock to
which this prospectus relates may be offered or sold from time to time by the Selling
Shareholders. These shares were previously issued to the Selling Shareholders pursuant to
certain written Restricted Stock Compensation Agreements in connection with their services
as independent consultants to the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Because the Company did not satisfy
the requirements for use of Form S-3 in connection with secondary distributions as of the
filing date of this prospectus, the amount of our common stock to be reoffered or resold
by means of this reoffer prospectus, by each Selling Shareholder, whether holding control
securities or restricted securities, and any other person with whom he or she is acting in
concert for the purpose of selling shares of our common stock, may not exceed, during any
three month period, the amount specified in Securities Act Rule 144(e). Although readers
of this prospectus are directed to Securities Act Rule 144(e) for determinations on
permissible sales hereunder, in general, Rule 144(e) imposes the following limitations in
this regard: </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.  </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Sales
by Affiliates.</I> The amount of common stock sold for the account of a
               Selling Shareholder that is an affiliate of the Company, together with all
other                sales of common stock for the account of such person within the
preceding three                months, shall not exceed the greater of:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)  </FONT></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2> one
percent of the common shares outstanding as shown by the most recent report or statement
published by the Company, or  </FONT></TD>
</TR>
</TABLE>
<BR>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)  </FONT></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>                    the
average weekly reported volume of trading of our common stock on all           national
securities exchanges and/or reported through the automated quotation           system of
a registered securities association during the four calendar weeks           preceding
the filing of notice required by paragraph (h), or if no such notice           is
required the date of receipt of the order to execute the transaction by the
          broker or the date of execution of the transaction directly with a market
maker,           or  </FONT></TD>
</TR>
</TABLE>
<BR>


<BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>



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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>




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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)  </FONT></TD>
<TD WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>                   the
average weekly volume of trading of our common stock reported through the
          consolidated transaction reporting system contemplated by Rule 11Aa3-1 under
the           Securities Exchange Act of 1934 during the four-week period specified in
          subdivision (ii) of this paragraph.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.  </FONT></TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Sales
By Persons Other Than Affiliates.</I> The amount of common stock sold                for
the account of any Selling Shareholder other than an affiliate of the
               Company, together with all other sales of restricted shares of common
stock for                the account of such person within the preceding three months,
shall not exceed                the amount specified in paragraphs (1)(i), (1)(ii) or
(1)(iii) above, whichever                is applicable, unless the conditions in Rule
144(k) are satisfied (two year                holding period).  </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following table sets forth
certain information as to the beneficial ownership of our common stock as of November 22,
2004 for each Selling Shareholder (a current or former independent consultant to the
Company, as indicated in the footnotes below): </FONT></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="600">
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Name of<BR>
Selling Shareholder</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number of Shares<BR>
Beneficially Owned<BR>
Prior To Offering</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number of Shares<BR>
To Be Registered<BR>
Hereunder</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number of Shares<BR>
Beneficially Owned<BR>
After The Offering (1)</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Percentage Of Shares<BR>
Beneficially Owned<BR>
After The Offering (1)</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom BGCOLOR="#CCEEFF">
     <TD WIDTH="27%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Frank Quinby</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="5%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>--</FONT></TD>
     <TD WIDTH="1%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="5%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH="13%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000</FONT></TD>
        <TD WIDTH="12%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
     <TD WIDTH="1%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD WIDTH="15%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>200,000</FONT></TD>
        <TD WIDTH="6%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="2%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*</FONT></TD>
     <TD WIDTH="1%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Richard Cosaro</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>--</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>25,000</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>25,000</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom BGCOLOR="#CCEEFF">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Edward Gerskovich</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>--</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>75,000</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>75,000</FONT></TD>
        <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD><TD ALIGN="RIGHT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>* Less than 1% </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent communications
          consultant to the Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent design
          consultant to the Company (pursuant to an agreement with Cosaro &amp;
          Associates, Ltd.). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent
          software/product development consultant to the Company. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="PlanOfDistribution">PLAN OF DISTRIBUTION</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We are registering the shares of
common stock covered by this prospectus for the Selling Shareholders or their pledgees,
donees, transferees or other successors-in-interest as a gift, partnership distribution or
other non-sale-related-transfer after the date of this prospectus, who may sell the shares
from time to time. The Selling Shareholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The sales may be made
on the OTC Bulletin Board (owned and operated by Nasdaq Stock Market, Inc.), or otherwise,
at prices and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholders may effect such
transactions by selling the shares to or through broker-dealers or directly to purchasers
(in the event of a private sale). The shares may be sold by one or more of, or a
combination of, the following: </FONT></P>


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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a
block trade in which the broker-dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>purchases
by a broker-dealer as principal and resale by such broker-dealer for its account pursuant
to this prospectus; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ordinary
brokerage transactions and transactions in which the broker solicits purchasers; and </FONT></TD>
</TR>
</TABLE>
<BR>




<BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#149;  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>in
privately negotiated transactions. </FONT></TD>
</TR>
</TABLE>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Certain Selling Shareholders may
enter into hedging transactions with broker-dealers in connection with distributions of
the shares or otherwise. In such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with certain Selling
Shareholders. Certain Selling Shareholders may also sell the shares short and redeliver
the shares to close out such short positions. Such Selling Shareholders may enter into
option or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Certain Selling Shareholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so
loaned, or upon a default the broker-dealer may sell the pledged shares, pursuant to this
prospectus. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Broker-dealers or agents may receive
compensation in the form of commissions, discounts or concessions from Selling
Shareholders. Broker-dealers or agents may also receive compensation from the purchasers
of the shares for whom they act as agents or to whom they sell as principals, or both. In
such cases, usual and customary brokerage fees will be paid by the Selling Shareholders.
Broker-dealers or agents and any other participating broker-dealers or the Selling
Shareholders may be deemed to be &#147;underwriters&#148; within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly, any such
commission, discount or concession received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting discounts or commissions under
the Securities Act. Because Selling Shareholders may be deemed to be
&#147;underwriters&#148; within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery requirements of the
Securities Act. In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the shares by the Selling Shareholders. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We will bear all costs, expenses and
fees in connection with the registration of the shares covered hereunder. The Selling
Shareholders will bear all commissions and discounts, if any, attributable to the sales of
the shares. The Selling Shareholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Because the Company did not satisfy
the requirements for use of Form S-3 in connection with secondary distributions as of the
filing date of this prospectus, the amount of our common stock to be reoffered or resold
by means of this reoffer prospectus, by each Selling Shareholder, whether holding control
securities or restricted securities, and any other person with whom he or she is acting in
concert for the purpose of selling shares of our common stock, may not exceed, during any
three month period, the amount specified in Rule 144(e). </FONT></P>



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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="Experts">EXPERTS</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our financial statements as of
December 31, 2003 and for each of the fiscal years in the two year period ended December
31, 2003 are incorporated herein by reference from our annual report on Form 10-KSB/A for
the year ended December 31, 2003, in reliance upon the report of Chisholm, Bierwolf, &amp;
Nilson, LLC, independent auditors, also incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="WhereYouCanFindMore">WHERE YOU CAN FIND MORE
INFORMATION</A> </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We file annual, quarterly and current
event reports, proxy statements and other information with the U.S. Securities and
Exchange Commission. You may read and copy any of the information on file with the
Commission at the Commission&#146;s Public Reference Room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Room. In addition, the Commission maintains an
Internet site at http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the
Commission. We began filing documents with the Commission electronically on March 15,
2000, and became a successor issuer to Reagan Holdings, Inc. as of April 19, 2000 pursuant
to Exchange Act Rule 12g-3, for which filings are also available dating back to November
16, 1999. Our filings with the Commission are also available to the public from commercial
document retrieval services. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our common stock is quoted on the OTC
Bulletin Board, a service provided by the Nasdaq Stock Market, Inc. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We filed a registration statement on
Form S-8 to register with the Commission the 300,000 shares of common stock offered by
this prospectus. This document is part of that registration statement and constitutes a
prospectus of Findex.com, Inc.  </FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As permitted by
Commission rules, this document does not contain all the information you can find in the
registration statement or exhibits to the registration statement. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A NAME="IncorporationOfCertain">INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE </A></FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Commission allows us to
incorporate by reference information into this document, which means that we can disclose
important information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be part of this
document, except for any information superseded by information in this document or a
document subsequently filed by us. This document incorporates by reference the documents
set forth below that we have previously filed with the Commission. These documents contain
important information about us and our financial performance. </FONT></P>

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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Annual Report on Form 10-KSB/A Year ended December 31, 2003. </FONT></TD>
                    </TR>
                    </TABLE><BR>


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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
                    Act since the end of the fiscal year covered by the Annual Report referred to in
                    (a) above.</FONT></TD>
                    </TR>
                    </TABLE><BR>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    The description of our common stock contained in our registration statement on Form SB-2 filed November 22,
                    2004 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
                    (the &#147;Exchange Act&#148;), including any amendment or report filed for the
                    purpose of updating such description.  </FONT></TD>
                    </TR>
                    </TABLE><BR>



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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                    Exchange Act, after the date hereof and prior to the filing of a post-effective
                    amendment which indicates that all securities covered hereby have been sold or
                    which deregisters all securities covered hereby then remaining unsold, such
                    documents to form a part hereof, commencing on the respective dates on which the
                    documents are filed. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Copies of these filings, excluding
all exhibits unless an exhibit has been specifically incorporated by reference in this
document, are available from us, at no cost, by writing or telephoning us at: </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left-TNR" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Findex.com,
Inc.</B><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11204
Davenport Street<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suite 100
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Omaha, NE 68154<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attn: Corporate Secretary<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(402)
333-1900</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You should rely only on the
information incorporated by reference or provided in this prospectus or any prospectus
supplement. We have authorized no one to provide you with different information. You
should not assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of that document, regardless of
the time of delivery of this prospectus or of any sale of shares of common stock. </FONT></P>


<BR>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


<HR width=100%>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II <BR>INFORMATION REQUIRED
IN THE<BR>REGISTRATION STATEMENT </FONT></H1>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3. INCORPORATION OF DOCUMENTS
BY REFERENCE. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents or extracts
of documents, which previously have been filed by the Company with the Commission, are
incorporated herein by reference and made a part hereof: </FONT></P>

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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    Annual Report on Form 10-KSB/A Year ended December 31, 2003. </FONT></TD>
                    </TR>
                    </TABLE><BR>



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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
                    Act since the end of the fiscal year covered by the Annual Report referred to in
                    (a) above.
                    </FONT></TD>
                    </TR>
                    </TABLE><BR>










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                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The description of our common stock contained in our registration statement on Form SB-2 filed November 22,
                    2004 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
                    (the &#147;Exchange Act&#148;), including any amendment or report filed for the
                    purpose of updating such description. </FONT></TD>
                    </TR>
                    </TABLE><BR>


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               <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
                    <TR VALIGN=TOP>
                    <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
                    <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) </FONT></TD>
                    <TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                    All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                    Exchange Act, after the date hereof and prior to the filing of a post-effective
                    amendment which indicates that all securities covered hereby have been sold or
                    which deregisters all securities covered hereby then remaining unsold, such
                    documents to form a part hereof, commencing on the respective dates on which the
                    documents are filed. </FONT></TD>
                    </TR>
                    </TABLE>
                    <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For purposes of this registration
statement, any document or any statement deemed to be incorporated by reference herein or
contained in an incorporated document shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein or in any other
subsequently filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement. </FONT></P>


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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4. DESCRIPTION OF
SECURITIES. </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not Applicable. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5. INTERESTS OF
NAMED EXPERTS AND COUNSEL. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Certain legal matters with respect to the
validity of the securities registered hereby have been passed upon for the Registrant by
the law firm of M.M. Membrado &amp; Associates, PLLC, corporate counsel to the Registrant
(&#147;Membrado&#148;). Michael M. Membrado, the sole principal of Membrado, has, either
directly or through affiliates, received warrants to purchase an aggregate of 225,000
shares of our Common Stock at an exercise price of $0.01 per share. These warrants expire
between March 7, 2006 and May 11, 2006. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our Articles of Incorporation provide
for indemnification of our directors. In addition, our Bylaws provide for indemnification
of our directors, officers, employees or agents. In general, these provisions provide for
indemnification in instances when such persons acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Registrant. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition, Nevada law authorizes a
Nevada corporation to indemnify its officers and directors against claims or liabilities
arising out of such person&#146;s conduct as officers or directors if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the best
interests of the company for which they serve. Specifically, Section 78.7502 of the Nevada
Revised Statutes (discretionary and mandatory indemnification of officers, directors,
employees and agents: general provisions) provides as follows: </FONT></P>

<BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          A corporation may indemnify any person who was or is a party or is threatened to
          be made a party to any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative, except an
          action by or in the right of the corporation, by reason of the fact that he is
          or was a director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or other
          enterprise, against expenses, including attorneys&#146; fees, judgments, fines
          and amounts paid in settlement actually and reasonably incurred by him in
          connection with the action, suit or proceeding if he acted in good faith and in
          a manner which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order, settlement,
          conviction or upon a plea of <I>nolo contendere</I> or its equivalent, does not,
          of itself, create a presumption that the person did not act in good faith and in
          a manner which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal action or
          proceeding, he had reasonable cause to believe that his conduct was unlawful. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          A corporation may indemnify any person who was or is a party or is threatened to
          be made a party to any threatened, pending or completed action or suit by or in
          the right of the corporation to procure a judgment in its favor by reason of the
          fact that he is or was a director, officer, employee or agent of the
          corporation, or is or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses, including amounts paid in
          settlement and attorneys&#146; fees actually and reasonably incurred by him in
          connection with the defense or settlement of the action or suit if he acted in
          good faith and in a manner which he reasonably believed to be in or not opposed
          to the best interests of the corporation. Indemnification  may not be made for
          any claim, issue or matter as to which such a person has been adjudged by a
          court of competent jurisdiction, after of
all appeals there from, to           be liable to the corporation or for amounts paid in
settlement to the           corporation, unless and only to the extent that the court in
which the action or           suit was brought or other court of competent jurisdiction
determines upon           application that in view of all the circumstances of the case,
the person is           fairly and reasonably entitled to indemnity for such expenses as
the court deems           proper.</FONT></P>






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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys&#146; fees,
actually and reasonably incurred by him in connection with the defense.  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Nevada Revised Statutes
78.751&nbsp;(Authorization required for discretionary indemnification; advancement of
expenses; limitation on indemnification and advancement of expenses) provides as follows: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
discretionary indemnification under <U>NRS 78.7502</U> unless ordered by a court or
advanced pursuant to subsection 2, may be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be made:  </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>               (a)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>by
the stockholders; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>               (b)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>by
the board of directors by majority  vote of a quorum  consisting of directors who were
not parties to the action, suit or proceeding; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>               (c)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>if
a  majority  vote of a quorum  consisting  of  directors  who were not  parties  to the
 action,  suit or proceeding so orders, by independent legal counsel in a written
opinion; or </FONT></TD>
</TR>
</TABLE>
<BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>if
a quorum consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
articles of incorporation or bylaws of the corporation, or an agreement made by the
corporation, may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract or
otherwise by law.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;      3. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
indemnification and advancement of expenses authorized in or ordered by a court pursuant
to this section: </FONT></P>

<BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>          Does
not exclude any other rights to which a person seeking indemnification or
          advancement of expenses may be entitled under the articles of incorporation or
          any bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, for either an action in his official capacity or an action in
another           capacity while holding his office, except that indemnification, unless
ordered           by a court pursuant to <U>NRS 78.7502</U> or for the advancement of
expenses           made pursuant to subsection 2, may not be made to or on behalf of any
director           or officer if a final adjudication establishes that his acts or
omissions           involved intentional misconduct, fraud or a knowing violation of the
law and was           material to the cause of action.  </FONT></TD>
</TR>
</TABLE>
<BR>



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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         Continues
for a person who has ceased to be a director, officer, employee or           agent and
inures to the benefit of the heirs, executors and administrators of           such a
person.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp; Commission  Policy </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or  </FONT></P>






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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>controlling person in
connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7. EXEMPTIONS FROM
REGISTRATION CLAIMED. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exemption for the original issuance
of the shares of common stock which may be offered or sold from time to time by the
Selling Shareholders pursuant to the reoffer prospectus contained in this registration
statement is claimed under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8. EXHIBITS. </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Exhibits to this registration
statement are listed in the Index To Exhibits contained on page 19. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 9. UNDERTAKINGS. </FONT></H1>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a)  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The
undersigned Registrant hereby undertakes:  </FONT></TD>
</TR>
</TABLE><BR>



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<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1)  </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To
file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:  </FONT></TD>
</TR>
</TABLE>
<BR>

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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          to include any prospectus required by section 10(a)(3) of the Securities Act of
          1933, as amended; </FONT></TD>
          </TR>
          </TABLE>
          <BR>




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     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          to reflect in the prospectus any facts or events arising after the effective
          date of the registration statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in the registration statement; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TR VALIGN=TOP>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>iii) </FONT></TD>
          <TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          to include any material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material change to
          such information in the registration statement provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the registration statement. </FONT></TD>
          </TR>
          </TABLE>
          <BR>
<BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>




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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2) </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>That,
for the purpose of determining any liability under the Securities Act,           each
such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide offering
          thereof.  </FONT></TD>
</TR>
</TABLE>
<BR>



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<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3) </FONT></TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To
remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>b) </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The
undersigned Registrant hereby undertakes that, for purposes of determining           any
liability under the Securities Act, each filing of Registrant&#146;s annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
          where applicable, each filing of an employee benefit plan&#146;s annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference           in the registration statement shall be deemed to be a new
registration statement           relating to the securities offered therein, and the
offering of such securities           at that time shall be deemed to be the initial bona
fide offering thereof.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>c) </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Insofar
as indemnification for liabilities arising under the Securities Act, may           be
permitted to directors, officers and controlling persons of Registrant           pursuant
to the foregoing provisions, or otherwise, Registrant has been advised           that in
the opinion of the Commission such indemnification is against public           policy as
expressed in the Securities Act and is, therefore, unenforceable. In           the event
that a claim for indemnification against such liabilities (other than           the
payment by Registrant of expenses incurred or paid by a director, officer or
          controlling person of Registrant in the successful defense of any action, suit
          or proceeding) is asserted by such director, officer or controlling person in
          connection with the securities being registered, Registrant will, unless in the
          opinion of its counsel the matter has been settled  by
controlling precedent,           submit to a court of appropriate jurisdiction the
question whether such           indemnification by it is against public policy as
expressed in the Securities           Act, and will be governed by the final adjudication
of such issue.  </FONT></TD>
</TR>
</TABLE>
<BR>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17<BR></FONT> </P>
<HR SIZE=3 COLOR=GRAY NOSHADE>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="#TableOfContents">Table of Contents</A> </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, State of Nebraska, on November 22, 2004. </FONT></P>

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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FINDEX.COM, INC. </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By: <U>/s/ Steven
Malone</U><BR>Steven Malone, President<BR>and Chief Executive Officer  </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF ATTORNEY </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each person whose signature appears
below hereby severally constitutes and appoints Steven Malone and Kirk Rowland, and each
of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full
and several power of substitution and resubstitution, to sign for him or her and in his or
her name, place and stead in any and all capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all pre-effective and post-effective
amendments and supplements to the said registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as he or she might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute, may
lawfully do or cause to be done by virtue hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act, this registration statement has been signed by the following persons in
the capacities and on the dates indicated. </FONT></P>










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<TR VALIGN="BOTTOM" align=left>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Signature</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Title</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Date</FONT><HR WIDTH=95% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="34%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>/s/ Steven Malone</U>   <BR>
Steven P. Malone <BR>
<BR>
<U>/s/ John Kuehne</U>     <BR>
John A. Kuehne<BR>
<BR>
<U>/s/ Henry Washington</U><BR>
Henry M. Washington <BR>
<BR>
<U>/s/ Kirk Rowland</U>    <BR>
Kirk R. Rowland
</FONT></TD>
     <TD WIDTH="33%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Director, Chairman of the Board, President  <BR>
<BR>
<BR>
Director                                   <BR>
<BR>
<BR>
Director                                   <BR>
<BR>
<BR>
Director and Chief Financial Officer
</FONT></TD>
     <TD WIDTH="33%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">November 22, 2004<BR>
<BR>
<BR>
November 22, 2004<BR>
<BR>
<BR>
November 22, 2004<BR>
<BR>
<BR>
November 22, 2004
</FONT></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<BR><BR><BR><BR><BR>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18<BR></FONT> </P>
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<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEX TO EXHIBITS </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following exhibits are filed with
or incorporated by reference into this registration statement (numbering corresponds to
exhibit table in Item 601 of Regulation S-B): </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Exhibit</B></U><BR> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Number</B></U>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Description</B></U></FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restricted
Stock Compensation Agreement dated as of July 25, 2003 by and between the Registrant and
Frank Quinby. FILED HEREWITH.  </FONT></TD>
</TR>
</TABLE>
<BR>



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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.2  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restricted
Stock Compensation Agreement dated as of July 25, 2003 by and between the Registrant and
Richard Cosaro. FILED HEREWITH. </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         4.3  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Restricted
 Stock  Compensation  Agreement  dated  as of July 25,  2003 by and  between  the
 Registrant  and  Edward                   Gerskovich.  FILED HEREWITH. </FONT></TD>
</TR>
</TABLE>
<BR>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         23.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Consent
of Chisholm, Bierwolf &amp; Nilson, LLC, Independent Certified Public Accountants.  FILED
HEREWITH. </FONT></TD>
</TR>
</TABLE>
<BR>


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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>         24.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Powers
of Attorney (included on the signature page to this registration statement). </FONT></TD>
</TR>
</TABLE>
<BR>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>
<BR><BR><BR><BR><BR><BR><BR><BR>


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</BODY>
</HTML>
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{"company-data": {"conformed-name": "FINDEX COM INC", "cik": "0001089061", "assigned-sic": "7372", "irs-number": "880379462", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120664", "film-number": "041161135"}, "business-address": {"street1": "11640 ARBOR ST", "street2": "STE 201", "city": "OMAHA", "state": "NE", "zip": "68144", "phone": "4023331900"}, "mail-address": {"street1": "11640 ARBOR ST", "street2": "STE 201", "city": "OMAHA", "state": "NE", "zip": "68144"}}
FindEx S-8
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
FINDEX.COM, INC
.
(Exact Name of
Registrant as Specified in Its Charter)
Nevada
88-0379462
(State of Other Jurisdiction of Incorporation)
(I.R.S. Employee Identification No.)
11204 Davenport Street
Suite 100
Omaha, NE 68154
(Address of
Principal Executive Offices)
Restricted Stock
Compensation Agreement(s)
(Full Title of the
Plan)
Steven Malone
President and Chief
Executive Officer
11204 Davenport Street
Suite 100
Omaha, NE 68154
(Name and Address of
Agent For Service)
(402) 333-1900
(Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
Michael M. Membrado,
Esq.
M.M. Membrado &
Associates, PLLC
115 East
57
th
Street, Suite 1006
New York, New York 10022
CALCULATION OF
REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed Maximum Offering
Price Per Share
Proposed Maximum
Aggregate Offering Price
Amount of
Registration Fee
Common Stock (par value $0.001 per share)
300,000 shares (1)
$0.09 (2)
$27,000.00
$3.42
(1)
The shares of common stock covered by this registration statement were all
          previously issued to the selling shareholders herein, each an outside consultant
          of Findex.com, Inc. (the "Company"), pursuant to written Restricted
          Stock Compensation Agreements.
(2)
Estimated solely for the purpose of determining the registration fee in
          accordance with Rule 457(c) based on the average of the bid and asked prices of
          the Common Stock as traded in the over-the-counter market and reported on the
          OTC Bulletin Board, a service provided by the Nasdaq Stock Market, Inc., on
          November 19, 2004.
Table of Contents
PART I
INFORMATION REQUIRED
IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
In accordance with Form S-8 General
Instruction C and Rule 429 of the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement covers the reoffer and resale of 300,000 shares of
common stock of Findex.com, Inc. ("Findex," the "Company,"
"we," "us" or "our") previously issued to certain
independent consultants to the Company (collectively, the Selling Shareholders")
pursuant to certain written Restricted Stock Compensation Agreements.
This registration statement contains
two parts. The first part contains a "reoffer prospectus" prepared in accordance
with Part I of Form S-3 of the Securities Act. The second part contains information
required in this registration statement pursuant to Part II of Form S-8. This reoffer
prospectus may be used for reoffers or resales on a continuous or delayed basis in the
future of the 300,000 shares of common stock described in the previous paragraph.
PROSPECTUS
FINDEX.COM, INC.
300,000 SHARES OF
COMMON STOCK
This prospectus relates to 300,000
shares, in the aggregate, of common stock, par value $0.001 per share, of Findex.com, Inc.
(the "Company") which may be offered or sold from time to time by the Selling
Shareholders. The shares to which this prospectus relates were previously issued to the
Selling Shareholders pursuant to certain written Restricted Stock Compensation Agreements
in connection with their services as independent consultants to the Company.
The price at which a Selling
Shareholder may sell any shares of common stock will be determined by the prevailing
market price for such shares or through a privately negotiated transaction. The Company
will receive no part of the proceeds of any sale of such shares made hereunder.
Our common stock is quoted on the OTC
Bulletin Board, a service provided by the Nasdaq Stock Market, Inc., under the symbol
"FIND". On November 19, 2004 the last reported sale price of our common stock on
the OTC Bulletin Board was $0.09 per share. The mailing address of our principal executive
office is 11204 Davenport Street, Suite 100, Omaha, Nebraska 68154, and our telephone
number is (402) 333-1900.
2
Table of Contents
INVESTING IN OUR
COMMON STOCK INVOLVES RISKS.
PLEASE SEE "
RISK
FACTORS
" BEGINNING ON PAGE 4.
No person has been authorized to give
any information or to make any representations, other than those contained in this
prospectus in connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been authorized by us,
any Selling Shareholder or any other person. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof. This
prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the securities covered by this prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made.
Neither the U.S. Securities and
Exchange Commission (the "Commission") nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
November 22, 2004.
TABLE OF CONTENTS
PAGE
THE COMPANY
4
RISK FACTORS
4
FORWARD-LOOKING STATEMENTS
10
USE OF PROCEEDS
10
DILUTION
10
SELLING SHAREHOLDERS
10
PLAN OF DISTRIBUTION
11
EXPERTS
12
WHERE YOU CAN FIND MORE INFORMATION
12
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
13
3
Table of Contents
THE COMPANY
We are a developer, publisher, distributor
and supplier of "inspirational" and Christian faith-based, off-the-shelf
software products to individuals and religious and other spiritual organizations including
schools, churches and other faith-based ministries.
Our business plan is focused on
fulfilling our objective of becoming the premier provider of Bible study and related
software products and content to the domestic and international markets, through both
acquiring established companies and ongoing internal development of new products and
expanded content of existing products. Our religious software titles are divided among six
categories: (i) QuickVerse/Bible Study, (ii) Financial/Office Management Products for
Churches and other Faith-Based Ministries, (iii) Print & Graphic Products, (iv)
Pastoral Products, (v) Children's Products, and (vi) Language Tutorial Products.
Certain of the software titles that
we sell are owned and have been independently developed or are currently being developed
by us. Others are owned and have been developed by other companies, but are exclusively
licensed for production to, and further developed by us. Some of the titles we sell are
merely distributed by us on an exclusive or partially exclusive basis.
RISK FACTORS
You should carefully consider the
following factors and other information in this prospectus and in our annual reports on
Forms 10-KSB and 10-KSB/A when you evaluate our business. The risks and uncertainties
described below are not the only ones we face. Additionally, risks and uncertainties not
presently known to the Company or that we currently deem immaterial also may impair our
business operations. If any of the following risks occur, our business, financial
condition, operating results and cash flows could be materially adversely affected.
GENERAL
BUSINESS RISKS
OUR LIQUIDITY AND
CAPITAL RESOURCES ARE VERY LIMITED.
Our ability to fund working capital
and anticipated capital expenditures will depend on our future performance, which is
subject to general economic conditions, financial conditions, our customers, actions of
our domestic and international competitors, and other factors that are beyond our control.
Our ability to fund operating activities is also dependent upon (a) the extent and
availability of bank and other credit facilities, (b) our ability to access external
sources of financing, and (c) our ability to effectively manage our expenses in relation
to revenues. Based upon the current level of operations and planned growth, we believe
that the net proceeds received from our July 2004 sale of common stock and warrants,
together with future cash flow from operations, and funds from external sources of
credit-based debt financing, will be adequate to meet our anticipated liquidity
requirements over the next 12 months and will provide additional capital for potential
acquisitions. Given our initiative towards rapid revenue growth, there can be no
assurance, however, that our operations and access to external sources of financing will
continue to provide resources sufficient to satisfy our liabilities arising in the
ordinary course of business.
OUR AUDITOR HAS EXPRESSED
UNCERTAINTY AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
Our financial statements contained in
our annual report on Form 10-KSB/A for the period ending December 31, 2003, including the
footnotes thereto, call into question our ability to operate as a going concern. This
conclusion is drawn from the fact that, as of the date of those financial statements, we
had a negative current ratio and total liabilities in excess of total assets. Those
factors, as well as uncertainty in securing financing for continued operations, created an
uncertainty at the time regarding our ability to continue as a going concern. Although we
have since completed private placement transactions pursuant to which we have realized a
total of $1,990,000 in gross proceeds, our ability to continue as a going concern remains
dependent on many factors impacting on the successful execution of our business strategy,
none of which can be assured.
OUR INTERNATIONAL SALES SUBJECT US
TO A VARIETY OF RISKS WE WOULD NOT OTHERWISE ENCOUNTER.
We currently sell through
distributors to many foreign countries and expect to continue to develop this aspect of
our business. Expanding into overseas operations may cost more than we expect. We also may
be unsuccessful in expanding our presence in international markets, and we might lose all
or part of our investment in those operations. Many of the distributors we sell to in
foreign countries are not United States companies and have no legal presence in the United
States, and we therefore face certain risks associated with doing business outside of the
United States. As we continue to expand our international sales, we will be increasingly
subject to various risks associated
4
Table of Contents
with international
business. These risks include the following:
•
compliance
with local laws and regulatory requirements, as well as changes in those laws and
requirements;
•
restrictions
on the repatriation of funds;
•
overlap
of tax issues;
•
the
business and financial condition of any overseas business partners;
•
political
and economic conditions abroad; and
•
the
 possibility  of  expropriation  or  nationalization  of assets,  supply  disruptions,
 currency  controls,  exchange rate          fluctuations; or
•
changes
in tax laws, tariffs, and freight rates.
RISKS
ASSOCIATED WITH OUR BUSINESS AND INDUSTRY
WE FACE SERIOUS
COMPETITION IN OUR BUSINESS SEGMENT.
The market for our products is
rapidly evolving and highly competitive. We face competition from other software
publishers, all of which generally sell through the same combination of channels that we
do, including chain store, secular, Christian Bookseller's Association
("CBA"), direct and online sales. Specifically, we currently compete with Logos
Research Systems, Inc., Biblesoft, Inc., Thomas Nelson, Inc., Tyndale Publishers and
WordSearch Bible Publishers, among others. Although we are among the market leaders in our
primary product categories, some of our competitors have longer operating histories,
larger customer bases and greater financial, marketing, service, support, technical and
other resources than us. Moreover, we believe that competition from new entrants will
increase as the market for religious products and services continues to expand.
WE HAVE EXPERIENCED, AND MAY
CONTINUE TO EXPERIENCE, REDUCED REVENUES DUE TO DELAYS IN THE INTRODUCTION AND
DISTRIBUTION OF OUR PRODUCTS.
We cannot be certain that we will be
able to meet our planned release dates for our new software releases. If we cannot release
an important new product during the scheduled quarter, our revenues would likely be
reduced in that quarter. In the past, we have experienced significant delays in our
introduction of some new products. For instance, delays in duplication, packaging and
distribution caused our QuickVerse® Version 8.0 to begin shipping in mid-December
2003, long after the holiday season had been underway. As a result, we experienced fewer
sales of this product than we would have if the product had been available before the
holiday selling season began, which had a materially adverse effect on our operating
results for the 2003 fourth quarter. It is likely in the future that delays will continue
to occur and that some new products will not be released in accordance with our internal
development schedule or the expectations of public market analysts and investors.
PRODUCT RETURNS OR PRICE
PROTECTIONS THAT EXCEED OUR ANTICIPATED RESERVES COULD RESULT IN WORSE THAN EXPECTED
OPERATING RESULTS.
At the time we ship our products we
establish reserves, including reserves that estimate the potential for future product
returns. Product returns or price protection concessions that exceed our reserves could
increase the magnitude of quarterly fluctuations in our operating and financial results.
Furthermore, if we incorrectly assess the creditworthiness of our wholesale customers who
take delivery of our products on credit, we could be required to significantly increase
the reserves previously established. Although, historically, actual returns have been
within management's prior estimates, we cannot be certain that any future write-offs
exceeding reserves will not occur or that amounts written off will not have a material
adverse effect on our results of operations.
ERRORS OR DEFECTS IN OUR SOFTWARE
PRODUCTS MAY CAUSE A LOSS OF MARKET ACCEPTANCE AND RESULT IN FEWER SALES OF OUR PRODUCTS.
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Our products are complex and may
contain undetected errors or defects when first introduced or as new versions are
released. In the past, we have discovered software errors in some of our new products and
enhancements after their introduction into the market. Because our products are complex,
we anticipate that software errors and defects will be present in new products or releases
in the future.
While to date these
errors have not been material, future errors and defects could result in adverse product
reviews and a loss of, or delay in, market acceptance of our products.
WE MAY NOT HAVE
AVAILABLE FUNDS TO DEVELOP PRODUCTS THAT CONSUMERS WANT.
The Bible-study, inspirational
content, and organizational management software markets are subject to rapid technological
developments. To develop products that consumers and church and other faith-based
organizations desire, we must continually improve and enhance our existing products and
technologies and develop new products and technologies that incorporate these
technological developments. We cannot be certain that we will have the financial and
technical resources available to make these improvements. We must make these improvements
while remaining competitive in terms of performance and price. This will require us to
make substantial investments in research and development, often times well in advance of
the widespread release of the products in the market and any revenues these products may
generate.
THE LOSS OF ANY OF OUR KEY
EXECUTIVES OR OUR FAILURE TO ATTRACT, INTEGRATE, MOTIVATE AND RETAIN ADDITIONAL KEY
EMPLOYEES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
Our success depends to a large degree
upon the skills of our senior management team and key employees and upon our ability to
identify, hire, and retain additional sales, marketing, technical, and financial
personnel. The loss of any of our key executives or the failure to attract, integrate,
motivate, and retain additional key employees could have a material adverse effect on our
business. We presently do not maintain key person life insurance on any of our executives.
We may be unable to retain our existing key personnel or attract and retain additional key
personnel. Competition for these personnel in the software and technology industry is
intense and identifying personnel with experience in this industry is even more difficult.
Any loss of one of our key executives would likely have a material adverse effect on our
business and prospects.
OUR PROPRIETARY TECHNOLOGY MAY NOT
BE ADEQUATELY PROTECTED FROM UNAUTHORIZED USE BY OTHERS, WHICH COULD INCREASE OUR
LITIGATION COSTS AND ADVERSELY AFFECT OUR SALES.
Our ability to compete with other
Bible and inspirational content software companies depends in part upon our proprietary
technology. Unauthorized use by others of our proprietary technology could result in an
increase in competing products and a reduction in our sales. We rely on a combination of
trademark, trade secret and copyright laws to protect our technology. We cannot be
certain, however, that these precautions will provide meaningful protection from
unauthorized use by others. If we must pursue litigation in the future to enforce or
otherwise protect our intellectual property rights, or to determine the validity and scope
of the proprietary rights of others, we may not prevail and will likely have to make
substantial expenditures and divert valuable resources. In addition, many foreign
countries' laws may not protect us from improper use of our proprietary technologies
outside of the United States. We may not have adequate remedies if our proprietary rights
are breached or our trade secrets are disclosed.
NEW INTERNET ACCESS DEVICES MAY
CHANGE THE WAY INFORMATION IS DISPLAYED REQUIRING US TO CHANGE OUR PRODUCTS.
Recent increases in the use of
internet devices to access inspirational content and the continued development of internet
devices as a medium for the delivery of network-based information, content, and services
may require us to change our products. Our success depends on our ability to understand
the method upon which our search engines operate and our ability to service new and
emerging devices to access the internet, such as browser phones, personal digital
assistants, and other wireless devices. To the extent these new Internet access devices
change the way that information is displayed to the end user or causes a change in the
medium that is searched, we may be required to revise the methodology of our products.
Although our recently introduced PDA version products have performed well for us, we
cannot predict the impact that new devices will have on our services across the entire
spectrum of developing technologies, and any required product adaptations may result in
loss of revenue and goodwill, increased expenses, and reduced operating margins.
IF OUR PRODUCTS INFRINGE ANY
PROPRIETARY RIGHTS OF OTHERS, A LAWSUIT MAY BE BROUGHT AGAINST US THAT COULD REQUIRE US TO
PAY LARGE LEGAL EXPENSES AND JUDGMENTS AND REDESIGN OR DISCONTINUE SELLING ONE OR MORE OF
OUR PRODUCTS.
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We believe that our products do not
infringe any valid existing proprietary rights of third parties. Any infringement claims,
however, whether or not meritorious, could result in costly litigation or require us to
enter into royalty or licensing agreements. If we are found to have infringed the
proprietary rights of others, we could be required to pay damages, redesign the products
or discontinue their sale. Any of these outcomes, individually or collectively, could have
a material adverse effect on our financial condition and results of operations.
RISKS
ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK
UP TO 47,025,000 SHARES OF OUR
COMMON STOCK ARE LIKELY TO BECOME ELIGIBLE FOR PUBLIC SALE AS A RESULT OF A RESALE
REGISTRATION STATEMENT FILING WHICH IS LIKELY TO DEPRESS OUR STOCK PRICE.
As of the date of our filing of this
registration statement with the Securities and Exchange Commission on Form S-8, we are
also filing a registration statement with the Securities and Exchange Commission on Form
SB-2 which, once declared effective by the SEC, will cause to be eligible for immediate
resale on the public market 23,875,000 shares of our common stock and an additional
23,150,000 shares of our common stock underlying warrants (the resale offering of which
shall only be made by means of a separate prospectus). As a percentage of our total
outstanding common stock, this represents 65.95%. If a significant number of shares are
offered for sale simultaneously, which is likely to occur, it would have a depressive
effect on the trading price of our common stock on the public market. Any such depressive
effect may encourage short positions and short sales, which could place further downward
pressure on the price of our common stock. Further, all of the shares sold in the offering
will be freely transferable thereafter without restriction or further registration under
the Securities Act (except for any shares purchased by our "affiliates", as
defined in Rule 144 of the Securities Act), which could place even further downward
pressure on the price of our common stock.
UNLESS AN ACTIVE TRADING MARKET
DEVELOPS FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
Although we are a reporting company
and our common stock is listed on the OTC Bulletin Board (owned and operated by the Nasdaq
Stock Market, Inc.), there is no active trading market for our common stock. An active
trading market may never develop or, if developed, it may not be maintained. Failure to
develop or maintain an active trading market will have a generally negative effect on the
price of our common stock, and you may be unable to sell your shares or any attempted sale
of such shares may have the effect of lowering the market price, and therefore your
investment could be a complete or partial loss.
SINCE OUR COMMON STOCK IS THINLY
TRADED, IT IS MORE SUSCEPTIBLE TO EXTREME RISES OR DECLINES IN PRICE, AND YOU MAY NOT BE
ABLE TO SELL YOUR SHARES AT OR ABOVE THE PRICE YOU PAID.
You may have difficulty reselling
shares of our common stock, either at or above the price you paid, or even at a fair
market value. The stock markets often experience significant price and volume changes that
are not related to the operating performance of individual companies, and because our
common stock is thinly traded, it is particularly susceptible to such changes. These broad
market changes may cause the market price of our common stock to decline regardless of how
well we perform as a company, and, depending on when you determine to sell, you may not be
able to obtain a price at or above the price you paid.
TRADING IN OUR COMMON STOCK ON THE
OTC BULLETIN BOARD MAY BE LIMITED THEREBY MAKING IT MORE DIFFICULT FOR YOU TO RESELL ANY
SHARES YOU MAY OWN.
Our common stock trades on the OTC
Bulletin Board operated by the Nasdaq Stock Market, Inc. The OTC Bulletin Board is not an
exchange and, because trading of securities on the OTC Bulletin Board is often more
sporadic than the trading of securities listed on a national exchange or on the Nasdaq
National Market, you may have difficulty reselling any of the shares of our common stock
that you purchase from the selling stockholders.
OUR COMMON STOCK IS SUBJECT TO THE
"PENNY STOCK" REGULATIONS, WHICH IS LIKELY TO MAKE IT MORE DIFFICULT TO SELL.
Our common stock is considered a
"penny stock," which generally is a stock trading under $5.00 and not registered
on national securities exchanges or quoted on the Nasdaq National Market. The Securities
and Exchange Commission has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. This regulation generally has the result of
reducing trading in such stocks, restricting the pool of potential investors for such
stocks, and making it more difficult for investors to sell their shares. Prior to a
transaction in a penny stock, a broker-dealer is required to:
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•
deliver
a standardized risk disclosure document that provides information about penny stocks and
the nature and level of risks in the penny stock market;
•
provide
the customer with current bid and offer quotations for the penny stock;
•
explain
the compensation of the broker-dealer and its salesperson in the transaction;
•
provide
monthly account statements showing the market value of each penny stock held in the
customer's account; and
•
make
a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the
effect of reducing the level of trading activity in the secondary market for a stock that
is subject to the penny stock rules. Since our common stock is subject to the penny stock
rules, investors in our common stock may find it more difficult to sell their shares.
OUR STOCK PRICE COULD BE VOLATILE,
AND YOUR INVESTMENT COULD SUFFER A DECLINE IN VALUE.
The trading price of our common stock
is likely to be highly volatile and could be subject to extreme fluctuations in price in
response to various factors, many of which are beyond our control, including:
•
the
trading volume of our shares;
•
the
number of securities analysts, market-makers and brokers following our stock;
•
changes
in, or failure to achieve, financial estimates by securities analysts;
•
new
products introduced or announced by us or our competitors;
•
announcements
of technological innovations by us or our competitors;
•
our
ability to produce and distribute retail packaged versions of our software in advance of
peak retail selling seasons;
•
actual
or anticipated variations in quarterly operating results;
•
conditions
or trends in the consumer software and/or Christian products industries;
•
announcements
by us of significant acquisitions, strategic partnerships, joint ventures, or capital
commitments;
•
additions
or departures of key personnel;
•
sales
of our common stock; and
•
stock
market price and volume fluctuations of publicly-traded, particularly micro-cap,
companies generally.
In addition, the stock market has
recently experienced significant price and volume fluctuations. Volatility in the market
price for particular companies has often been unrelated or disproportionate to the
operating performance of those companies. These broad market and industry factors may
seriously harm the market price of our common stock, regardless of our operating
performance. In addition, securities class action litigation has often been initiated
following periods of volatility in the market price of a company's securities. A
securities class action suit against us could result in substantial costs, potential
liabilities and the diversion of management's attention and resources from our
business. Further, and as noted above, our shares are currently traded on the Nasdaq Stock
Market, Inc.'s OTC Bulletin Board and, further, are subject to the penny stock
regulation. Price fluctuations in such shares are particularly volatile and subject to
manipulation by market-makers, short-sellers and option traders.
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FUTURE SALES OF OUR COMMON STOCK
BY OUR OFFICERS OR DIRECTORS MAY DEPRESS OUR STOCK PRICE.
Although our officers and directors are
contractually obligated to refrain from selling any of their shares until July 20, 2005,
following that date, any shares owned by our officers or directors which are either
registered, or which may otherwise be sold in the future without registration under the
Securities Act to the extent permitted by Rule 144 or other exemptions under the
Securities Act, may be sold. Because of the perception by the investing public that a sale by such insiders
may be reflective of their own lack of confidence in our prospect, the market price of our common stock could decline as a
result of a sell-off following sales of substantial amounts of common stock by our officers and directors into
the public market, or the mere perception that these sales could occur.
Although our officers and directors are
contractually obligated to refrain from selling any of their shares until July 20, 2005,
following that date, any shares owned by our officers or directors which are either
registered, or which may otherwise be sold in the future without registration under the
Securities Act to the extent permitted by Rule 144 or other exemptions under the
Securities Act, may be sold. Because of the perception by the investing public that a sale by such insiders
may be reflective of their own lack of confidence in our prospect, the market price of our common stock could decline as a
result of a sell-off following sales of substantial amounts of common stock by our officers and directors into
the public market, or the near perception that these sales could occur.
FUTURE ISSUANCES OF OUR COMMON OR
PREFERRED STOCK MAY DEPRESS OUR STOCK PRICE AND DILUTE YOUR INTEREST.
We may want to issue additional
shares of our common stock in future financings and may grant stock options to our
employees, officers, directors and consultants under our stock incentive plan. Any such
issuances could have the effect of depressing the market price of our common stock and, in
any case, would dilute the interests of our common shareholders. In addition, we could
issue serial preferred stock having rights, preferences and powers senior to
those of our common stock, including the right to receive dividends and/or preferences
upon liquidation, dissolution or winding-up in excess of, or prior to, the rights of the
holders of our common stock. This could depress the value of our common stock and could
reduce or eliminate the amounts that would otherwise have been available to pay dividends
on our common stock or to make distributions on liquidation.
IF YOU REQUIRE DIVIDEND INCOME,
YOU SHOULD NOT RELY ON AN INVESTMENT IN OUR COMMON STOCK.
We do not anticipate paying dividends
on our common stock in the foreseeable future. Rather, we intend to retain earnings, if
any, for the continued operation and expansion of our business. If you require dividend
income, you should not rely on an investment in our common stock.
OTHER
RISKS
WE FACE SERIOUS FINANCIAL
PENALTIES FOR ANY FAILURE TO MEET OUR REGISTRATION OBLIGATIONS TO BARRON PARTNERS, LP.
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, together with two common stock purchase warrants
for the same combined number of shares, 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 each of the two warrants. Under the terms of the registration rights
agreement, as amended, we have until March 12, 2005 to effect registration of such shares.
Any delay in meeting this obligation will result in our being liable to Barron Partners,
LP in an amount equal to $630,000 per year, pro-rated as appropriate for the duration of
any such delay.
WE HAVE RELIED ON THE PRIVATE
PLACEMENT EXEMPTION TO RAISE SUBSTANTIAL AMOUNTS OF CAPITAL AND COULD SUFFER SUBSTANTIAL
LOSSES IF THAT EXEMPTION IS DETERMINED NOT TO HAVE BEEN PROPERLY RELIED UPON.
We have raised substantial amounts of
capital in private placements from time to time. The securities offered in such private
placements were not registered with the SEC or any state agency in reliance upon
exemptions from such registration requirements. Such exemptions are highly technical in
nature and if we inadvertently failed to comply with the requirements of any of such
exemptive provisions, investors would have the right to rescind their purchase of our
securities or sue for damages. If one or more investors were to successfully seek such
rescission or institute any such suit, we could face severe financial demands that could
materially and adversely affect our financial position.
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FORWARD-LOOKING
STATEMENTS
This prospectus contains certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may relate to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected ventures, new
products and services, anticipated market performance and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. To comply with the terms of the safe harbor, we caution readers that a variety
of factors could cause our actual results to differ materially from the anticipated
results or other expressed in our forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include (i) our potential inability
to continue as a going concern, (ii) product returns that exceed our anticipated reserves,
(iii) significant financial penalties for our failure to meet certain registration
obligations, (iv) unexpected reductions in revenue and stock price volatility, (v) defects
in our products causing revenue reductions, (vi) our inability to adequately invest in new
product development, (vii) the loss of key company executives, (viii) our inability to
adequately protect intellectual property, (ix) the introduction of new-generation
technologies, (x) infringement by us on the proprietary rights of others, (xi) risks
associated with international sales, and (xii) general economic conditions. Although we
believe that the expectations reflected in these forward-looking statements are
reasonable, we cannot give any assurance that such expectations reflected in these
forward-looking statements will prove to have been correct. We cannot guarantee any future
results, levels of activity, performance or achievements.
USE OF PROCEEDS
We will not receive any of the
proceeds from the sale of any shares of our common stock by the Selling Shareholders
pursuant to this reoffer prospectus. All such proceeds, net of brokerage commissions, if
any, will be received by the Selling Shareholders.
DILUTION
Because any Selling Shareholders who
offer and sell their shares of common stock covered by this prospectus may do so at
various times, at prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions, we have not included in this
prospectus information about the dilution (if any) to the public arising from these sales.
SELLING SHAREHOLDERS
The 300,000 shares of common stock to
which this prospectus relates may be offered or sold from time to time by the Selling
Shareholders. These shares were previously issued to the Selling Shareholders pursuant to
certain written Restricted Stock Compensation Agreements in connection with their services
as independent consultants to the Company.
Because the Company did not satisfy
the requirements for use of Form S-3 in connection with secondary distributions as of the
filing date of this prospectus, the amount of our common stock to be reoffered or resold
by means of this reoffer prospectus, by each Selling Shareholder, whether holding control
securities or restricted securities, and any other person with whom he or she is acting in
concert for the purpose of selling shares of our common stock, may not exceed, during any
three month period, the amount specified in Securities Act Rule 144(e). Although readers
of this prospectus are directed to Securities Act Rule 144(e) for determinations on
permissible sales hereunder, in general, Rule 144(e) imposes the following limitations in
this regard:
1.
Sales
by Affiliates.
The amount of common stock sold for the account of a
               Selling Shareholder that is an affiliate of the Company, together with all
other                sales of common stock for the account of such person within the
preceding three                months, shall not exceed the greater of:
(i)
one
percent of the common shares outstanding as shown by the most recent report or statement
published by the Company, or
(ii)
the
average weekly reported volume of trading of our common stock on all           national
securities exchanges and/or reported through the automated quotation           system of
a registered securities association during the four calendar weeks           preceding
the filing of notice required by paragraph (h), or if no such notice           is
required the date of receipt of the order to execute the transaction by the
          broker or the date of execution of the transaction directly with a market
maker,           or
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(iii)
the
average weekly volume of trading of our common stock reported through the
          consolidated transaction reporting system contemplated by Rule 11Aa3-1 under
the           Securities Exchange Act of 1934 during the four-week period specified in
          subdivision (ii) of this paragraph.
2.
Sales
By Persons Other Than Affiliates.
The amount of common stock sold                for
the account of any Selling Shareholder other than an affiliate of the
               Company, together with all other sales of restricted shares of common
stock for                the account of such person within the preceding three months,
shall not exceed                the amount specified in paragraphs (1)(i), (1)(ii) or
(1)(iii) above, whichever                is applicable, unless the conditions in Rule
144(k) are satisfied (two year                holding period).
The following table sets forth
certain information as to the beneficial ownership of our common stock as of November 22,
2004 for each Selling Shareholder (a current or former independent consultant to the
Company, as indicated in the footnotes below):
Name of
Selling Shareholder
Number of Shares
Beneficially Owned
Prior To Offering
Number of Shares
To Be Registered
Hereunder
Number of Shares
Beneficially Owned
After The Offering (1)
Percentage Of Shares
Beneficially Owned
After The Offering (1)
Frank Quinby
--
200,000
(1)
200,000
*
Richard Cosaro
--
25,000
(2)
25,000
*
Edward Gerskovich
--
75,000
(3)
75,000
*
* Less than 1%
(1)    
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent communications
          consultant to the Company.
(2)    
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent design
          consultant to the Company (pursuant to an agreement with Cosaro &
          Associates, Ltd.).
(3)    
          Received pursuant to a Restricted Stock Compensation Agreement dated as of July
          25, 2003 in consideration of services rendered as an independent
          software/product development consultant to the Company.
PLAN OF DISTRIBUTION
We are registering the shares of
common stock covered by this prospectus for the Selling Shareholders or their pledgees,
donees, transferees or other successors-in-interest as a gift, partnership distribution or
other non-sale-related-transfer after the date of this prospectus, who may sell the shares
from time to time. The Selling Shareholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The sales may be made
on the OTC Bulletin Board (owned and operated by Nasdaq Stock Market, Inc.), or otherwise,
at prices and at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Selling Shareholders may effect such
transactions by selling the shares to or through broker-dealers or directly to purchasers
(in the event of a private sale). The shares may be sold by one or more of, or a
combination of, the following:
•
a
block trade in which the broker-dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;
•
purchases
by a broker-dealer as principal and resale by such broker-dealer for its account pursuant
to this prospectus;
•
ordinary
brokerage transactions and transactions in which the broker solicits purchasers; and
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•
in
privately negotiated transactions.
Certain Selling Shareholders may
enter into hedging transactions with broker-dealers in connection with distributions of
the shares or otherwise. In such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with certain Selling
Shareholders. Certain Selling Shareholders may also sell the shares short and redeliver
the shares to close out such short positions. Such Selling Shareholders may enter into
option or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus.
Certain Selling Shareholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so
loaned, or upon a default the broker-dealer may sell the pledged shares, pursuant to this
prospectus.
Broker-dealers or agents may receive
compensation in the form of commissions, discounts or concessions from Selling
Shareholders. Broker-dealers or agents may also receive compensation from the purchasers
of the shares for whom they act as agents or to whom they sell as principals, or both. In
such cases, usual and customary brokerage fees will be paid by the Selling Shareholders.
Broker-dealers or agents and any other participating broker-dealers or the Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly, any such
commission, discount or concession received by them and any profit on the resale of the
shares purchased by them may be deemed to be underwriting discounts or commissions under
the Securities Act. Because Selling Shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery requirements of the
Securities Act. In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the shares by the Selling Shareholders.
We will bear all costs, expenses and
fees in connection with the registration of the shares covered hereunder. The Selling
Shareholders will bear all commissions and discounts, if any, attributable to the sales of
the shares. The Selling Shareholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Because the Company did not satisfy
the requirements for use of Form S-3 in connection with secondary distributions as of the
filing date of this prospectus, the amount of our common stock to be reoffered or resold
by means of this reoffer prospectus, by each Selling Shareholder, whether holding control
securities or restricted securities, and any other person with whom he or she is acting in
concert for the purpose of selling shares of our common stock, may not exceed, during any
three month period, the amount specified in Rule 144(e).
EXPERTS
Our financial statements as of
December 31, 2003 and for each of the fiscal years in the two year period ended December
31, 2003 are incorporated herein by reference from our annual report on Form 10-KSB/A for
the year ended December 31, 2003, in reliance upon the report of Chisholm, Bierwolf, &
Nilson, LLC, independent auditors, also incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current
event reports, proxy statements and other information with the U.S. Securities and
Exchange Commission. You may read and copy any of the information on file with the
Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Room. In addition, the Commission maintains an
Internet site at http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the
Commission. We began filing documents with the Commission electronically on March 15,
2000, and became a successor issuer to Reagan Holdings, Inc. as of April 19, 2000 pursuant
to Exchange Act Rule 12g-3, for which filings are also available dating back to November
16, 1999. Our filings with the Commission are also available to the public from commercial
document retrieval services.
Our common stock is quoted on the OTC
Bulletin Board, a service provided by the Nasdaq Stock Market, Inc.
We filed a registration statement on
Form S-8 to register with the Commission the 300,000 shares of common stock offered by
this prospectus. This document is part of that registration statement and constitutes a
prospectus of Findex.com, Inc.
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As permitted by
Commission rules, this document does not contain all the information you can find in the
registration statement or exhibits to the registration statement.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The Commission allows us to
incorporate by reference information into this document, which means that we can disclose
important information to you by referring you to another document filed separately with
the Commission. The information incorporated by reference is deemed to be part of this
document, except for any information superseded by information in this document or a
document subsequently filed by us. This document incorporates by reference the documents
set forth below that we have previously filed with the Commission. These documents contain
important information about us and our financial performance.
(a)
Annual Report on Form 10-KSB/A Year ended December 31, 2003.
(b)
All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
                    Act since the end of the fiscal year covered by the Annual Report referred to in
                    (a) above.
(c)
The description of our common stock contained in our registration statement on Form SB-2 filed November 22,
                    2004 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
                    (the "Exchange Act"), including any amendment or report filed for the
                    purpose of updating such description.
(d)
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                    Exchange Act, after the date hereof and prior to the filing of a post-effective
                    amendment which indicates that all securities covered hereby have been sold or
                    which deregisters all securities covered hereby then remaining unsold, such
                    documents to form a part hereof, commencing on the respective dates on which the
                    documents are filed.
Copies of these filings, excluding
all exhibits unless an exhibit has been specifically incorporated by reference in this
document, are available from us, at no cost, by writing or telephoning us at:
Findex.com,
Inc.
11204
Davenport Street
Suite 100
Omaha, NE 68154
Attn: Corporate Secretary
(402)
333-1900
You should rely only on the
information incorporated by reference or provided in this prospectus or any prospectus
supplement. We have authorized no one to provide you with different information. You
should not assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of that document, regardless of
the time of delivery of this prospectus or of any sale of shares of common stock.
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PART II
INFORMATION REQUIRED
IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS
BY REFERENCE.
The following documents or extracts
of documents, which previously have been filed by the Company with the Commission, are
incorporated herein by reference and made a part hereof:
(a)
Annual Report on Form 10-KSB/A Year ended December 31, 2003.
(b)
All other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange
                    Act since the end of the fiscal year covered by the Annual Report referred to in
                    (a) above.
(c)
The description of our common stock contained in our registration statement on Form SB-2 filed November 22,
                    2004 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
                    (the "Exchange Act"), including any amendment or report filed for the
                    purpose of updating such description.
(d)
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
                    Exchange Act, after the date hereof and prior to the filing of a post-effective
                    amendment which indicates that all securities covered hereby have been sold or
                    which deregisters all securities covered hereby then remaining unsold, such
                    documents to form a part hereof, commencing on the respective dates on which the
                    documents are filed.
For purposes of this registration
statement, any document or any statement deemed to be incorporated by reference herein or
contained in an incorporated document shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein or in any other
subsequently filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF
SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF
NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the
validity of the securities registered hereby have been passed upon for the Registrant by
the law firm of M.M. Membrado & Associates, PLLC, corporate counsel to the Registrant
("Membrado"). Michael M. Membrado, the sole principal of Membrado, has, either
directly or through affiliates, received warrants to purchase an aggregate of 225,000
shares of our Common Stock at an exercise price of $0.01 per share. These warrants expire
between March 7, 2006 and May 11, 2006.
ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation provide
for indemnification of our directors. In addition, our Bylaws provide for indemnification
of our directors, officers, employees or agents. In general, these provisions provide for
indemnification in instances when such persons acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Registrant.
In addition, Nevada law authorizes a
Nevada corporation to indemnify its officers and directors against claims or liabilities
arising out of such person's conduct as officers or directors if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the best
interests of the company for which they serve. Specifically, Section 78.7502 of the Nevada
Revised Statutes (discretionary and mandatory indemnification of officers, directors,
employees and agents: general provisions) provides as follows:
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1.       
          A corporation may indemnify any person who was or is a party or is threatened to
          be made a party to any threatened, pending or completed action, suit or
          proceeding, whether civil, criminal, administrative or investigative, except an
          action by or in the right of the corporation, by reason of the fact that he is
          or was a director, officer, employee or agent of the corporation, or is or was
          serving at the request of the corporation as a director, officer, employee or
          agent of another corporation, partnership, joint venture, trust or other
          enterprise, against expenses, including attorneys' fees, judgments, fines
          and amounts paid in settlement actually and reasonably incurred by him in
          connection with the action, suit or proceeding if he acted in good faith and in
          a manner which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct was unlawful. The
          termination of any action, suit or proceeding by judgment, order, settlement,
          conviction or upon a plea of
nolo contendere
or its equivalent, does not,
          of itself, create a presumption that the person did not act in good faith and in
          a manner which he reasonably believed to be in or not opposed to the best
          interests of the corporation, and that, with respect to any criminal action or
          proceeding, he had reasonable cause to believe that his conduct was unlawful.
2.       
          A corporation may indemnify any person who was or is a party or is threatened to
          be made a party to any threatened, pending or completed action or suit by or in
          the right of the corporation to procure a judgment in its favor by reason of the
          fact that he is or was a director, officer, employee or agent of the
          corporation, or is or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses, including amounts paid in
          settlement and attorneys' fees actually and reasonably incurred by him in
          connection with the defense or settlement of the action or suit if he acted in
          good faith and in a manner which he reasonably believed to be in or not opposed
          to the best interests of the corporation. Indemnification  may not be made for
          any claim, issue or matter as to which such a person has been adjudged by a
          court of competent jurisdiction, after of
all appeals there from, to           be liable to the corporation or for amounts paid in
settlement to the           corporation, unless and only to the extent that the court in
which the action or           suit was brought or other court of competent jurisdiction
determines upon           application that in view of all the circumstances of the case,
the person is           fairly and reasonably entitled to indemnity for such expenses as
the court deems           proper.
3.         To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.
Nevada Revised Statutes
78.751 (Authorization required for discretionary indemnification; advancement of
expenses; limitation on indemnification and advancement of expenses) provides as follows:
1.         Any
discretionary indemnification under
NRS 78.7502
unless ordered by a court or
advanced pursuant to subsection 2, may be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must be made:
(a)
by
the stockholders;
(b)
by
the board of directors by majority  vote of a quorum  consisting of directors who were
not parties to the action, suit or proceeding;
(c)
if
a  majority  vote of a quorum  consisting  of  directors  who were not  parties  to the
 action,  suit or proceeding so orders, by independent legal counsel in a written
opinion; or
(d)
if
a quorum consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
2.         The
articles of incorporation or bylaws of the corporation, or an agreement made by the
corporation, may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract or
otherwise by law.
3.        The
indemnification and advancement of expenses authorized in or ordered by a court pursuant
to this section:
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(a)
Does
not exclude any other rights to which a person seeking indemnification or
          advancement of expenses may be entitled under the articles of incorporation or
          any bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, for either an action in his official capacity or an action in
another           capacity while holding his office, except that indemnification, unless
ordered           by a court pursuant to
NRS 78.7502
or for the advancement of
expenses           made pursuant to subsection 2, may not be made to or on behalf of any
director           or officer if a final adjudication establishes that his acts or
omissions           involved intentional misconduct, fraud or a knowing violation of the
law and was           material to the cause of action.
(b)
Continues
for a person who has ceased to be a director, officer, employee or           agent and
inures to the benefit of the heirs, executors and administrators of           such a
person.
Commission  Policy
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in
connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTIONS FROM
REGISTRATION CLAIMED.
Exemption for the original issuance
of the shares of common stock which may be offered or sold from time to time by the
Selling Shareholders pursuant to the reoffer prospectus contained in this registration
statement is claimed under Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D promulgated thereunder.
ITEM 8. EXHIBITS.
The Exhibits to this registration
statement are listed in the Index To Exhibits contained on page 19.
ITEM 9. UNDERTAKINGS.
a)
The
undersigned Registrant hereby undertakes:
1)
To
file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:
i)
to include any prospectus required by section 10(a)(3) of the Securities Act of
          1933, as amended;
ii)
to reflect in the prospectus any facts or events arising after the effective
          date of the registration statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent a fundamental change
          in the information set forth in the registration statement; and
iii)
to include any material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material change to
          such information in the registration statement provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
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2)
That,
for the purpose of determining any liability under the Securities Act,           each
such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide offering
          thereof.
3)
To
remove from registration by means of a post-effective amendment any of the
          securities being registered which remain unsold at the termination of the
          offering.
b)
The
undersigned Registrant hereby undertakes that, for purposes of determining           any
liability under the Securities Act, each filing of Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
          where applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference           in the registration statement shall be deemed to be a new
registration statement           relating to the securities offered therein, and the
offering of such securities           at that time shall be deemed to be the initial bona
fide offering thereof.
c)
Insofar
as indemnification for liabilities arising under the Securities Act, may           be
permitted to directors, officers and controlling persons of Registrant           pursuant
to the foregoing provisions, or otherwise, Registrant has been advised           that in
the opinion of the Commission such indemnification is against public           policy as
expressed in the Securities Act and is, therefore, unenforceable. In           the event
that a claim for indemnification against such liabilities (other than           the
payment by Registrant of expenses incurred or paid by a director, officer or
          controlling person of Registrant in the successful defense of any action, suit
          or proceeding) is asserted by such director, officer or controlling person in
          connection with the securities being registered, Registrant will, unless in the
          opinion of its counsel the matter has been settled  by
controlling precedent,           submit to a court of appropriate jurisdiction the
question whether such           indemnification by it is against public policy as
expressed in the Securities           Act, and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the
Securities Act, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, State of Nebraska, on November 22, 2004.
FINDEX.COM, INC.
By:
/s/ Steven
Malone
Steven Malone, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears
below hereby severally constitutes and appoints Steven Malone and Kirk Rowland, and each
of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full
and several power of substitution and resubstitution, to sign for him or her and in his or
her name, place and stead in any and all capacities indicated below, the registration
statement on Form S-8 filed herewith and any and all pre-effective and post-effective
amendments and supplements to the said registration statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary fully to
all intents and purposes as he or she might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature
Title
Date
/s/ Steven Malone
Steven P. Malone
/s/ John Kuehne
John A. Kuehne
/s/ Henry Washington
Henry M. Washington
/s/ Kirk Rowland
Kirk R. Rowland
Director, Chairman of the Board, President
Director
Director
Director and Chief Financial Officer
November 22, 2004
November 22, 2004
November 22, 2004
November 22, 2004
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INDEX TO EXHIBITS
The following exhibits are filed with
or incorporated by reference into this registration statement (numbering corresponds to
exhibit table in Item 601 of Regulation S-B):
Exhibit
Number
Description
4.1
Restricted
Stock Compensation Agreement dated as of July 25, 2003 by and between the Registrant and
Frank Quinby. FILED HEREWITH.
4.2
Restricted
Stock Compensation Agreement dated as of July 25, 2003 by and between the Registrant and
Richard Cosaro. FILED HEREWITH.
4.3
Restricted
 Stock  Compensation  Agreement  dated  as of July 25,  2003 by and  between  the
 Registrant  and  Edward                   Gerskovich.  FILED HEREWITH.
23.1
Consent
of Chisholm, Bierwolf & Nilson, LLC, Independent Certified Public Accountants.  FILED
HEREWITH.
24.1
Powers
of Attorney (included on the signature page to this registration statement).
19