UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): November 30, 2005
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29963
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88-0379462
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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11204
Davenport Street, Suite 100, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (402) 333-1900
N/A.
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Report.
On
November 30, 2005, our management and board of directors, in consultation with
Chisholm, Bierwolf & Nilson, P.C., our independent registered accounting
firm, determined that we will revise our previously issued consolidated balance
sheets, statements of operations, statements of stockholders’ equity, and
statements of cash flows for the fiscal year ended December 31, 2004 and each
of
the three month periods September 30, 2004, March 31, 2005, June 30, 2005 and
September 30, 2005 and concluded that such previously issued financial
statements, including the December 31, 2004 financial statements contained
in
our registration statement on Form SB-2 originally filed by us on November
22,
2004 but not yet declared effective by the Securities and Exchange Commission
(“SEC”), should no longer be relied upon.
In
order
to address comments from the staff (the “Staff”) of the SEC in connection with
the Staff’s review of our Form SB-2/A, our management and our board of directors
concluded that we should make certain revisions correcting an error on our
part
in previously recording the warrants issued to Barron Partners, LP as part
of a
Stock Purchase Agreement entered into on July 19, 2004 as additional paid in
capital within stockholders’ equity. Our management has determined that the
warrants do not meet all of the EITF 00-19 conditions permitting an equity
classification. Further, management believes the warrants should be classified
as a liability as of the date of the stock purchase agreement, and the warrants
should be fair-valued at each subsequent balance sheet date with any changes
in
the fair value reflected in the statements of operations as “Other income” or
“Other expense” accordingly. Therefore, these adjustments will be reflected in
the restated filings on Form 10-QSB/A for the periods ended September 30, 2004,
March 31, 2005, June 30, 2005 and September 30, 2005 and on Form 10-KSB/A for
the year ended December 31, 2004.
We
expect
to complete the restatements and file the amended reports within the next thirty
days. There can be no assurance, however, that we will be able to complete
and
file these amended reports within this time frame.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
November 30, 2005
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FINDEX.COM,
INC.
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By:
/s/ Steven Malone
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Steven
Malone
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President
& Chief Executive Officer
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