UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

OR

 

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

  

Commission file number: 0-29963

  

FINDEX.COM, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0379462
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1313 South Killian Drive, Lake Park, Florida   33403
(Address of principal executive offices)   (Zip Code)

 

(561) 328-6488

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐    No ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐    No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   (Do not check if a smaller reporting company) Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐    No

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

At November 23, 2015 the registrant had outstanding 471,691,409 shares of common stock, of which there is only a single class.

 

 

 

 

 

FINDEX.COM, INC.

 

QUARTERLY REPORT ON FORM 10-Q

FOR FISCAL QUARTER ENDED SEPTEMBER 30, 2015

 

- INDEX -

 

  Page
PART I - FINANCIAL INFORMATION:  
   
Item 1.    Financial Statements: F-1
   
Condensed Consolidated Balance Sheets – September 30, 2015 (unaudited) and December 31, 2014 F-1
   
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and for the three and nine months ended September 30, 2014 (unaudited) F-2
   
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and for the nine months ended September 30, 2014 (unaudited) F-3
   
Notes to Condensed Consolidated Unaudited Financial Statements (unaudited) F-4
   
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations 1
   
Item 3.    Quantitative and Qualitative Disclosures About Market Risk 7
   
Item 4T.  Controls and Procedures 8
   
PART II - OTHER INFORMATION: 9
   
Item 1.    Legal Proceedings 9
   
Item 1A. Risk Factors 9
   
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds 9
   
Item 3.    Defaults Upon Senior Securities 9
   
Item 4.    Mine Safety Disclosures 9
   
Item 5.    Other Information 9
   
Item 6.    Exhibits 10
   
Signatures 13

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

Findex.com, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30,
2015
(Unaudited)
   December 31,
2014
(Audited)
 
Assets
Current Assets:          
Cash and cash equivalents  $2,300   $2,241 
Accounts receivable, trade, net   21,760    38,602 
Inventories, net   42,644    50,959 
Other current assets   5,623    1,729 
Total current assets   72,327    93,531 
Property and Equipment, net   34,359    47,454 
Intangible Assets, net   383,752    419,387 
Goodwill   ---    1,433,465 
Total assets  $490,438   $1,993,837 
           
Liabilities and Stockholders’ Equity
Current Liabilities:          
Notes payables:          
Notes payable, trade  $386,283   $323,783 
Note payable, derivative liability   

---

    250,000 
Note payable, related party   479,000    489,000 
Accrued royalties   62,767    61,039 
Accounts payable, trade   262,448    221,715 
Accounts payable, related parties   65,906    67,702 
Accrued payroll   452,719    251,127 
Other current liabilities   95,777    68,730 
Other current liabilities from discontinued operations   114,368    114,368 
Total current liabilities   1,919,268    1,847,464 
Commitments and Contingencies (Note 10)          
Stockholders’ Equity:          
Preferred stock, $.001 par value 5,000,000 shares authorized -0- shares issued and outstanding   

---

    

---

 
Common stock, $.001 par value 900,000,000 shares authorized, 467,691,409 and 420,479,980 shares issued and outstanding, respectively   467,691    420,480 
Additional paid-in capital   2,971,352    2,490,563 
Accumulated deficit   (4,867,872)   (2,764,670)
Total stockholders’ equity   (1,428,829)   146,373 
Total liabilities and stockholders’ equity  $490,438   $1,993,837 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-1 

 

 

Findex.com, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
                 
Revenues, net of reserves and allowances  $77,330   $42,236   $159,204   $111,771 
Cost of sales   21,962    25,615    53,227    73,395 
Gross profit   55,368    16,621    105,977    38,376 
Other operating expenses:                    
Sales and marketing expenses   10,485    1,726    15,951    15,290 
Professional fees   56,518    110,080    173,180    129,818 
Personnel costs (net of research and development direct labor costs)   109,246    124,928    345,645    305,508 
Research and development   49,077    993    205,555    108,751 
Other general and administrative expenses   60,660    60,426    191,869    345,014 
Total operating expenses   285,986    298,153    932,200    904,381 
Loss from operations   (230,618)   (281,532)   (826,223)   (866,005)
Interest expense   (16,489)   (9,979)   (43,515)   (247,479)
Gain on debt settlement   ---    ---    200,000    --- 
Impairment loss of Findex legacy software segment   (1,433,465)   ---    (1,433,465)   --- 
Net loss before income taxes   (1,680,572)   (291,511)   (2,103,203)   (1,113,484)
Income tax provision   ---    ---    ---    --- 
Net loss  $(1,680,572)  $(291,511)  $(2,103,203)  $(1,113,484)
                     
Net loss per share - Basic & Diluted:                    
Net loss per share  $(0.00)  $(0.00)  $(0.00)  $(0.01)
                     
Weighted average shares outstanding:                    
Weighted average shares used in computing basic and diluted loss per share   467,147,931    116,385,060    453,003,193    109,250,445 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-2 

 

 

Findex.com, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  

Nine Months Ended

September 30,

 
   2015   2014 
         
Cash flows from operating activities:        
Net Loss  $(2,103,203)  $(1,113,484)
Adjustments to reconcile net loss to cash used in operations:          
Depreciation   13,095    12,269 
Amortization   35,635    22,919 
Stock issued for services   84,000    117,500 
Stock issued for accounts payable, related   ---    30,000 
Stock issued for accounts payable   ---    3,000 
Stock issued for notes payable   ---    225,000 
Gain on debt settlement   (200,000)   --- 
Impairment loss of Findex legacy software segment   1,433,465    --- 
Changes in operating assets and liabilities          
Decrease (increase) in accounts receivable   16,842    (12,915)
Decrease in inventory   8,315    25,061 
(Increase) decrease in other current assets   (3,894)   1,977 
Increase in accounts payable and accrued expenses   298,305    96,774 
Net cash used in operating activities  $(417,441)   (591,899)
Cash flows from investing activities:          
Cash acquired   ---    19,172 
Net cash provided in investing activities   ---    19,172 
Cash flows from financing activities:          
Sale of common stock   415,000    572,099 
Issuance of convertible debt   20,000    10,000 
Payments made on term debt   (17,500)   --- 
Net cash provided by financing activities   417,500    582,099 
Net increase in cash and cash equivalents   59    9,372 
Cash and cash equivalents, beginning of year   2,241    200 
Cash and cash equivalents, end of period  $2,300   $9,572 
Supplemental cash flow information:          
Interest paid  $16,523   $14,583 
Cash paid for income taxes  $---   $--- 
           
Schedule of Non-Cash Investing and Financing Activities:          
Issuance of debt for loan modification  $50,000   $---  
Issuance of common stock for accrued directors fees  $29,000   $30,000 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 F-3 

 

 

Findex.com, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2015

(Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization – FINDEX.cOM, Inc.

 

Findex.com, Inc. (“Findex,” the “Company,”) is incorporated under the laws of the State of Nevada and has its headquarters and operations in Lake Park, Florida. The Company’s business is comprised of three distinct operating divisions.

 

EcoSmart Surface Technologies division manufactures and distributes a newly developed and customized, extremely durable flooring system that is applied with a patent pending process. With this system, a completely different looking floor can be applied over most existing hard flooring surfaces. The system can replicate the appearance of a variety of traditional substances, such as wood and stone, using an environmentally friendly technique, and can include decorative elements such as logos or other inlaid artwork that is sealed into the polymer finish coating.

 

EcoSmart Coating Technologies division manufactures and distributes a portfolio of patented and patent pending processes utilizing nano-technology glass coatings applicable to virtually every industry for corrosion protection, self-cleaning, self-sterilization, slip resistance, chemical resistance, anti-graffiti, energy and cosmetic improvement. The coatings can be used on virtually any surface thereby creating the proprieties of a glass surface, no matter what is coated. The coatings are particularly suited for corrosive industrial environments, high wear or high traffic protective requirements, marine coatings, consumer equipment coatings subject to mold, dust, or corrosion, surfaces in a medical environment, and an expanding range of industrial applications.

 

FormTool division is focused upon the production, marketing and distribution of a line of consumer software products that offer quality, professionally designed forms for business, accounting, construction, sales, real estate, human resources and personal organization needs.

 

Organization – Merger with Findex.com, Inc. and Ecosmart Surface and Coating Technologies, Inc.

 

On July 23, 2014, the Company entered into an agreement and plan of merger, with each of EcoSmart Acquisition Corp., a Delaware corporation and a wholly-owned special-purpose acquisition subsidiary, EcoSmart Surface & Coating Technologies, Inc., a Florida Corporation (“EcoSmart”), and The Renewable Corporation, a Washington corporation and the majority-controlling stockholder of EcoSmart pursuant to which EcoSmart Acquisition Corp. acquired all of the outstanding capital stock of EcoSmart in exchange for 277,982,500 shares of the Company’s common stock, par value $0.001. On July 23, 2014, the Company completed the filings of the corresponding certificate of merger in each of the States of Delaware and Florida, thereby consummating a statutory merger (the “Merger”). As a result, the Company is now the holding company of EcoSmart, which is an operating business centered around the development of a proprietary line of state-of-the-art specialty materials coatings that have a broad range of value-adding industrial, commercial, and residential applications.

 

For accounting purposes, the Company recognized the Merger in accordance with ASC 805-40, Reverse Acquisitions. Accordingly, the Company has been recognized as the accounting acquiree in relation to the Merger, with EcoSmart being the accounting acquirer, and the Company’s consolidated financial statements for the reporting periods from January 1, 2013 through July 23, 2014 being those of EcoSmart, not the enterprise historically recognized as Findex. The Company’s consolidated financial statements for the periods since July 24, 2014, the day after which the Merger was consummated, recognize Findex and EcoSmart as a single operating enterprise and entity for accounting and reporting purposes, albeit with a carryover capital structure inherited from Findex (attributable to the legal structure of the transaction).

 

The Company’s current intention is to continue to operate and further develop its FormTool product line and business, though it is expected that the Company’s primary focus will shift going forward in the direction of the business of EcoSmart, where the Company believes the opportunities for future growth are greater and have significantly more to offer economically.

 

 F-4 

 

 

BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are considered necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future period. The December 31, 2014 condensed consolidated balance sheet data was derived from audited financial statements. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements of Findex.com, Inc. included in the Company’s Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission on April 15, 2015.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany account balances and transactions have been eliminated.

 

Reclassifications

 

Certain accounts in the Company’s 2014 financial statements have been reclassified for comparative purposes to conform with the presentation in its 2015 financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

INVENTORY

 

The Company’s inventories are recorded at the lower of cost or market using the first in, first out method. The Company’s inventory consists of raw materials and finished goods.

 

INTANGIBLE ASSETS OTHER THAN GOODWILL

 

The Company’s intangible assets consist of patents and patents pending acquired from third parties, and are recorded at cost. In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 350-30, General Intangibles Other Than Goodwill, intangible assets with an indefinite useful life are not amortized. Intangible assets with a finite useful life are amortized on the straight-line method over the estimated useful lives, generally three to ten years. All intangible assets are tested for impairment annually during the fourth quarter.

 

 F-5 

 

 

GOODWILL AND CERTAIN OTHER LONG-LIVED ASSETS

 

As required by ASC 350, Goodwill and Other Intangible Assets, the Company tests goodwill for impairment during the fourth quarter of its fiscal year. Goodwill is not amortized, but instead tested for impairment at the reporting unit level at least annually and more frequently upon occurrence of certain events. The Company has one reporting unit. The annual goodwill impairment test is a two-step process. First, the Company determines if the carrying value of its reporting unit exceeds fair value, which would indicate that goodwill may be impaired. If the Company then determines that goodwill may be impaired, it compares the implied fair value of the goodwill to its carry amount to determine if there is an impairment loss.

 

For the nine months ended September 30, 2015, the Company recognized $1,433,465 of goodwill impairment expense related to the Findex legacy software segment which is no longer being actively pursued. See Note 3.

 

The Company accounts for the impairment of long-lived assets other than goodwill in accordance with ASC 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.

 

There were no impairments of long-lived assets during the nine months ended September 30, 2015.

 

REVENUE RECOGNITION

 

The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, Revenue Recognition. SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Under certain circumstances, the Company recognizes revenue in accordance with the provisions of Statement of Financial Accounting Standards No. 139 and American Institute of Certified Public Accountants Statement of Position 00-2 (collectively referred to as “SOP 00-2”). The Company recognizes revenue when the earnings process is complete. That is, when the arrangements of the goods are documented, the pricing becomes final and collectability is reasonably assured. An allowance for bad debt is provided based on estimated losses.

 

Revenue is recognized when a product is delivered or shipped to the customer and all material conditions relating to the sale have been substantially performed.

 

In addition, within the Company’s operations as a whole, the Company derives part of its revenues from the sale of downloadable software products. The Company recognizes software revenue for software products and related services in accordance with ASC 985-605, Software Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists (generally a purchase order), the Company has delivered the product, the fee is fixed or determinable and collectability is probable. In some situations, the Company receives advance payments from the Company’s customers. The Company defers revenue associated with these advance payments until the Company ships the products or offers the support.

 

RESEARCH AND DEVELOPMENT

 

The Company’s research and development costs consist of direct production costs, including labor directly associated with the development of projects and outside consultants, and indirect costs such as those associated with facilities use. For labor costs and costs of outside consultants, the Company records the research and development costs as a reduction against either personnel costs or professional fees. For facilities leasing related expenses, the Company records the research and development costs as a reduction against rent. For the nine months ended September 30, 2015 and 2014, the Company recognized $205,555 and $108,751, respectively, in research and development costs.

 

 F-6 

 

 

EARNINGS (LOSS) PER SHARE

 

The Company follows the guidance of ASC 260, Earnings Per Share, to calculate and report basic and diluted earnings per share (“EPS”). Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is computed by giving effect to all dilutive potential shares of common stock that were outstanding during the period. For the Company, dilutive potential shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options and warrants for all periods, convertible notes payable and the incremental shares of common stock issuable upon the conversion of convertible preferred stock.

 

When discontinued operations, extraordinary items, and/or the cumulative effect of an accounting change are present, income before any of such items on a per share basis represents the “control number” in determining whether potential shares of common stock are dilutive or anti-dilutive. Thus, the same number of potential shares of common stock used in computing diluted EPS for income from continuing operations is used in calculating all other reported diluted EPS amounts. In the case of a net loss, it is assumed that no incremental shares would be issued because they would be anti-dilutive. In addition, certain options and warrants are considered anti-dilutive because the exercise prices were above the average market price during the period. Anti-dilutive shares are not included in the computation of diluted EPS, in accordance with ASC 260-10-45-17.

 

The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the nine months ended September 30, 2015 and 2014, because their impact was anti-dilutive:

 

For the Nine Months Ended September 30,  2015   2014 
Warrants   4,450,000    --- 
Convertible notes payable   24,500,000    50,000,000 
Total weighted average anti-dilutive potential common shares   28,950,000    50,000,000 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

At September 30, 2015, there were no recent accounting pronouncements that the Company believed would have a material impact on its consolidated financial statements.

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States applicable to a going concern. As of September 30, 2015, the Company had negative working capital of $1,846,941, and an accumulated deficit of $4,867,872. The Company incurred a net loss of $2,103,203 and used $417,441 of cash in operations for the nine months ended September 30, 2015. Although these factors raise substantial doubt as to the Company’s ability to continue as a going concern, the Company has taken several actions intended to mitigate against this risk. These actions include the Merger Agreement with EcoSmart. See Note 3. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 – MERGER AGREEMENT

 

On July 23, 2014, the Company entered into an agreement and plan of merger (the “Merger Agreement”), with each of EcoSmart Acquisition Corp., a Delaware corporation and a wholly-owned special-purpose acquisition subsidiary of the Company’s (“Merger-Sub”), EcoSmart Surface & Coating Technologies, Inc., a Florida Corporation (“EcoSmart”), and The Renewable Corporation, a Washington corporation and the majority-controlling stockholder of EcoSmart (“TRC”), pursuant to which Merger-Sub acquired all of the outstanding capital stock of EcoSmart in exchange for 111,193 shares of the Company’s Series MX convertible preferred stock, par value $0.001 per share (the “Series MX Convertible Preferred Stock”), which shares of Series MX Convertible Preferred Stock will automatically convert, on a combined basis, into a total of 277,982,500 shares of common stock, par value $0.001 upon the effectiveness of any amendment to the Company’s articles of incorporation increasing the number of authorized shares of the Company’s Common Stock to 900,000,000 or more (currently fixed at 120,000,000). On July 23, 2014, the Company completed the filings of the corresponding certificate of merger in each of the States of Delaware and Florida, thereby consummating a statutory merger (the “Merger”). In effect, the Merger involved the Company issuing new shares amounting to 70% of its outstanding Common Stock in order to acquire the business of EcoSmart.

 

 F-7 

 

 

As a result of the Merger, in addition to the Company’s pre-Merger FormTool consumer software business, the Company is now the holding company of EcoSmart, which is an operating business centered around the development of a proprietary line of state-of-the-art specialty materials coatings that have a broad range of value-adding industrial, commercial, and residential applications.

 

The Merger Agreement contains certain detailed information regarding the terms of the Merger, which, in general, govern the contractual rights and relationships, and allocate certain risks, between and among the parties in relation to the Merger. The Merger Agreement additionally sets out the legal effects and procedural mechanics surrounding the conversion and exchange of the EcoSmart common stock and other securities into FIND securities, including how and when the EcoSmart security holders will receive new certificates reflecting the FIND securities to which they became entitled as a result of the Merger.

 

The Merger Agreement provides that, as of the consummation of the Merger, which occurred on July 23, 2014 contemporaneously with the signing of the Merger Agreement, EcoSmart merged with and into Merger-Sub, a wholly-owned subsidiary of FIND recently formed under the laws of the State of Delaware for the specific purpose of effecting the Merger, and as a result, the entity that was EcoSmart prior to the Merger has now been merged out of existence while the business of EcoSmart has, as a result of the Merger, effectively become a wholly-owned subsidiary of FIND, albeit now held in the form of the recently-formed Delaware corporation.

 

The Company recognizes the Merger Agreement in accordance with ASC 805-40, Reverse Acquisitions. Accordingly, the accounting acquiree (the “Company”, “Findex”) issued equity shares to the owners of the accounting acquirer (EcoSmart). The consideration transferred by EcoSmart for its interest in the Company is based on the number of equity interests EcoSmart would have had to issue to give the owners of the Company the same percentage equity interest in the combined entity that results from the reverse acquisition. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the Company.

 

The fair value of the acquired assets and liabilities, and the resulting amount of goodwill was determined as follows:

 

Consideration – 119,134,980 outstanding shares of common stock of the Company at a closing price of $0.006 as of July 23, 2014       $714,810 
Net recognized values of the Company’s identifiable assets and liabilities          
Assets  $32,047      
Liabilities   (750,702)  $718,655 
Goodwill       $1,433,465 

 

For the nine months ended September 30, 2015, the Company recognized $1,433,465 of goodwill impairment expense related to the Findex legacy software segment which is no longer being actively pursued. See Note 1.

 

NOTE 4 – INVENTORIES

 

At September 30, 2015, inventories consisted of the following:

 

   2015 
Raw materials  $37,681 
Finished goods   4,963 
Inventories  $42,644 

 

 F-8 

 

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

At September 30, 2015, property and equipment consisted of the following:

 

   2015 
Office equipment  $3,466 
Warehouse equipment   76,339 
Computer equipment   8,708 
Less: accumulated depreciation   (54,154)
Property and equipment  $34,359 

 

For the nine months ended September 30, 2015 and 2014, the Company recorded depreciation expense of $13,095 and $12,269, respectively.

 

NOTE 6 – INTANGIBLE ASSETS

 

The Company’s intangible assets consist of patents and patents pending acquired from third parties, and are recorded at cost. The Company amortizes the costs of its intangible assets over their estimated useful lives unless such lives of approximately 11 years. Patents pending are not amortized until the patents are issued. Amortizable intangible assets are tested for impairment based on undiscounted cash flows and, if impaired, written down to fair value based on either discounted cash flows or appraised values. Intangible assets with indefinite lives are tested for impairment, at least annually, and written down to fair value as required.

 

At September 30, 2015, the Company’s intangible assets, net of accumulated amortization, consisted of the following:

 

SMT assets   $368,752 
MRP assets    15,000 
Intangible assets   $383,752 

 

The SMT assets include a patent, a patent pending, trade secret technology, instructions, manuals and applicable materials on certain manufacturing processes, know-how, scientific testing equipment, warehouse equipment, shelving and shop supplies. The MRP assets include trade secret technology, instructions, manuals and applicable materials on certain manufacturing processes. For the nine months ended September 30, 2015, the Company had no impaired carrying value of its SMT assets and MRP assets.

 

NOTE 7 – NOTES PAYABLE

 

At September 30, 2015, the notes payable consisted of the following:

 

   2015 
Note payable, trade  $386,283 
Note payable, related party   479,000 
Total  $865,283 

 

At September 30, 2015, the notes payable, trade consisted of the following:

 

       2015 
Unsecured term note payable to a former shareholder due January 2012, plus interest at 5% APR. Interest on overdue principal accruing at 10% APR.   (a)   $28,783 
Unsecured term note payable to a shareholder individual due August 1, 2015, plus interest at 10% APR.   (b)    300,000 
Secured term note payable to a current shareholder due December 31, 2014, plus interest at 14% APR.   (c)    20,000 
Unsecured term note payable to a current shareholder, no due date, non-interest bearing.   (d)    7,500 
Convertible term note payable to a non-shareholder individual due August 2016, plus interest at 10% APR, convertible at $0.02 per share of common stock.        10,000 
Convertible term note payable to a current shareholder, no due date, plus interest of $2,000, convertible at $0.01 per share of common stock.        20,000 
Total       $386,283 

 

 F-9 

 

 

As of September 30, 2015, the Company held a note payable (b) with a shareholder individual. The original note payable contained a conversion feature in the amount of $250,000. However, in March 2015, the Company entered into a loan modification agreement which called for the original note payable, along with the conversion feature, to be cancelled. Furthermore, the loan modification called for a replacement note to be entered into at the adjusted principal amount of $300,000, but without any conversion feature exercisable on the part of the holder. See Note 8. During the nine months ended September 30, 2015, the Company repaid $7,500 of an unsecured note payable (d) to a current shareholder.

 

At September 30, 2015, the Company was in arrears on the unsecured term notes payable (a) to the former shareholder. For the security on the note payable (c) to a current shareholder, the Company agreed to transfer the domain FormTool.com name to the shareholder to hold in escrow in case of default as the security on this note payable (c). The shareholder agreed to maintain the domain name in good standing throughout the term of the note and transfer the domain back to the Company within 30 days following final payment of the note.

 

RELATED PARTY

 

At September 30, 2015, the notes payable, related party consisted of the following:

 

       2015 
Non-interest bearing note payable, due August 3, 2016.   (a)   $239,000 
Convertible note payable to a company controlled by an outside director due on demand, plus interest at 4.5% APR, convertible at $0.01 per share of common stock.   (b)    60,000 
Convertible note payable to the Company’s current corporate counsel due on demand, plus interest at 4.5% APR, convertible at $0.01 per share of common stock.   (c)    150,000 
Convertible note payable to an outside director due on demand, plus interest at 4.5% APR, convertible at $0.01 per share of common stock.   (d)    30,000 
Total       $479,000 

 

As of September 30, 2015, no principle payments have been made on note (a). Note payables (b) and (d) are agreements with an outside director and cover a portion of the amount that the outside director was owed for certain vendor payments made directly by the outside director’s personal credit card and/or for funds previously loaned to the Company for working capital. Note payable (c) is an agreement with the Company’s current corporate counsel and covers the amount that was due its corporate counsel at the year ended December 31, 2014. See Note 11. During the nine months ended September 30, 2015, the Company repaid $10,000 of an unsecured note payable to a current shareholder.

 

NOTE 8 – GAIN ON DEBT SETTLEMENT

 

In March 2015, the Company recognized a gain on debt settlement in the amount of $200,000. This gain is a result of entering into a loan modification agreement with a shareholder that had held an outstanding convertible note agreement in the amount of $250,000 carrying a conversion feature that had the accounting effect of increasing the derivative liability associated with the obligation from $250,000 to $500,000. The loan modification called for the original convertible note payable ($250,000), along with the conversion feature ($250,000), dated July 2014 to be cancelled. In addition, the loan modification called for a replacement note payable to be entered into at the adjusted principal amount of $300,000, total, but without any conversion feature exercisable on the part of the holder. All other terms of the original note agreement remained unchanged. As a result, the Company recognized a net gain of $200,000, and has treated it as a gain from extinguishment of debt and included it in Gain on debt settlement on our condensed consolidated Statement of Operations for the nine months ended September 30, 2015. See Note 7.

 

 F-10 

 

 

NOTE 9 – STOCKHOLDERS’ DEFICIT

 

Common Stock

 

Date Securities
Issued
  Securities Title  Issued To  Number of Securities Issued   Price per share   Consideration   Number of Warrants   Footnotes 
Common Stock Issuances
Sold for Cash
Nine months ended September 30, 2015  Restricted Common Stock  Private Purchasers   41,500,000   $0.010   $415,000    4,150,000    1 
                                
Issued for compensation to employees, executive officers and board of directors
Nine months ended September 30, 2015  Restricted Common Stock  Outside Directors   2,071,429   $0.014   $29,000    ---    2 
                                
Issued for compensation to contractors
Nine months ended September 30, 2015  Restricted Common Stock  Consultants   6,000,000   $0.014   $84,000    ---    3 

                

We relied in each case for these unregistered sales on the private offering exemption of Section 4(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from the acquirer’s relative to their accreditation and/or sophistication (or from offeree or purchaser representatives, as applicable), (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investment representations obtained from the acquirer’s.

               

(1) These were sales made pursuant to private placement commenced as of December 8, 2014 carrying a purchase price of $10,000 per unit, with each such unit consisting of 1,000,000 shares of common stock (effectively priced at $0.01 per share) and a 1-year warrant to purchase an additional 100,000 shares of common stock at an exercise price of $0.10 per share.  

               

(2) Shares to be issued in lieu of cash for partial director’s fees accrued and unpaid from January 2014 through December 2014.  Consideration is calculated to be the value of the security at the date of grant of March 6, 2015.

               

(3) Issued as compensation for consulting, planning, research and development and enhancement of sales opportunities. Consideration is calculated to be the value of the security at the date of grant of March 6, 2015.

 

During the nine months ended September 30, 2015 the Company cancelled 117,500 shares of common stock that was initially part of the Merger Agreement. These shares were cancelled due to a rounding adjustment. 

Finally, during the nine months ended September 30, 2015 the Company accepted the cancellation of 2,192,500 shares of common stock held by an officer of The Renewable Corporation which they received in part as a portion of the Merger Agreement. These shares were accepted by both parties as a cancellation due to the Company having to pay the audit fees which were incurred by The Renewable Corporation as part of the Merger Agreement that called for The Renewable Corporation to have fully audited books prior to the closing of the Merger Agreement. Due to the delinquency by The Renewable Corporation to the Company’s auditors and in order for the Company to continue to utilize its current auditor, the Company paid a total of $16,005 in audit fees on behalf of The Renewable Corporation.

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

The Company is subject to legal proceedings and claims that may arise in the ordinary course of business. In the opinion of management, the amount of potential liability the Company is likely to be found liable for otherwise incur as a result of these actions is not so much as would materially affect the Company’s financial condition.

 

 F-11 

 

 

On July 23, 2014, the Company entered into an employment agreement with the Company’s Chief Executive Officer. The term for the employment agreement is three (3) years and contains a provision for an incentive-based bonus, an amount in cash equal to one and one half percent (1.5%) of Free Cash Flow (FCF); provided, however, that such bonus does not exceed five hundred thousand dollars ($500,000) for any single Fiscal Year. The Company accrues this bonus on a quarterly basis. No amounts for bonuses have been earned or accrued as of September 30, 2015. The Company’s Chief Executive Officer has the following base annual salary rate:

 

   Chief 
Executive Officer
 
Base Annual Salary  $162,500 

 

In addition to the bonus provision and the annual base salary, the Chief Executive Officer’s employment agreement provides for payment of the following for termination by reason of disability.

 

   Accrued Base Salary   Vested Deferred Vacation Compensation 
Aggregate included in Accrued Payroll at September 30, 2015  $327,489   $12,501 

 

The agreement also provides for severance compensation equal to the then base salary until the expiration of the term of the agreement. There is no severance compensation in the event of voluntary termination or termination for cause.

 

The Company entered into an employment agreement with Mr. Bo Inge Hakan Gimvang as Vice President of Research and Development in March 2015. Among other terms and provisions, the employment agreement provides that Mr. Gimvang will be employed by the Company with specific executive-level responsibilities for a term of 3 years, unless the term is either extended or the agreement is terminated at some time prior to the duration of the term by either party, either for cause, without cause, due to disability or death, or voluntarily. During the term of the employment agreement, and in addition to certain benefits, expense coverage and severance compensation, Mr. Gimvang is entitled to a base annual salary of not less than $120,000, as well as a royalty of 5% of the gross revenue, net of returns, for all revenues generated by the intellectual property that Mr. Gimvang has assigned to the Company.

 

In January 2015, the Company entered into a lease agreement with 1313 Group LLC for the corporate offices located at 1313 South Killian Drive, Lake Park, Florida 33403. The Company leases this 8,560 square foot facility under a five year lease agreement ending December 31, 2019 with an option to renew for one successive term of five years at the then current occupancy rates. The monthly rent, including sales and use taxes, is $7,000.00. In accordance with the terms of the leasehold agreement, the Company is responsible for all utilities, repairs and maintenance.

 

In February 2015, the Company entered into a lease agreement with R Schwarz Enterprises, Inc. for a research facility located at 223 Fentress Boulevard, Daytona Beach, Florida 32114. The Company leases this 3,200 square foot facility under a month to month lease agreement ending on December 31, 2015. The monthly rent, including sales and use taxes, is $2,662.50. In accordance with the terms of the leasehold agreement, we are responsible for all utilities, repairs and maintenance.

 

Total rent expense, before adjustments of reclassified facilities cost for research and development, for the nine months ended September 30, 2015 for these facilities totaled $86,963.

 

The Company has included third-party technology in FormTool® under a contract with a publisher provider that has expired. The Company is currently pursuing resolution, however, there is no guarantee that the Company will be able to secure a new agreement, or an extension, and should the publisher demand the Company cease and desist including their technology, the unknown potential negative impact could be material.

 

 F-12 

 

 

NOTE 11 – RELATED PARTY TRANSACTIONS

 

The Company’s executive officers and employees, from time to time, make purchases of materials and various expense items (including business related travel) in the ordinary course of business via their personal credit cards in lieu of a corporate check for COD orders and/or prior to establishment of a line of credit with a vendor. The Company does not provide its employees or executive officers with corporate credit cards and reimburses these purchases as quickly as possible. The unpaid expense account balances are included in Accounts payable, related parties, on the Condensed Consolidated Balance Sheets.

 

During the nine months ended September 30, 2015, the Company experienced an increase in accounts payable due to related parties. The accounts payable due to related parties is comprised of certain vendor payments made directly by one of the Company’s outside directors, including the Company’s auditors and transfer agent, via his personal credit card. In addition, the accounts payable due to related parties includes out of pocket expenses as well as certain vendor payments made directly by the Company’s CEO due to the limited available cash on hand. It was agreed at the time that all accounts payable due to related parties, including those due to these vendor payments, will be reimbursed as quickly as possible.

 

As of September 30, 2015, the Company held a non-interest bearing promissory note with a current shareholder individual. The note payable is due on August 3, 2016 and totals $239,000. As of September 30, 2015, no principle payments have been made on this note. See Note 7.

 

As of September 30, 2015, one of the Company’s outside directors held two convertible note payable agreements with the Company. These convertible note payable agreements cover a portion of the amount that the outside director was owed for certain vendor payments made directly by the outside director’s personal credit card and/or for funds previously loaned to the Company for working capital. The first convertible note payable agreement is between the Company and a company controlled by the outside director and is in the amount of $60,000. It is due on demand, plus interest at 4.5% APR and convertible at $0.01 per share of common stock. The second convertible note payable agreement is between the Company and the outside director and is in the amount of $30,000. It is due on demand, plus interest at 4.5% APR and convertible at $0.01 per share of common stock. See Note 7.

 

As of September 30, 2015, the Company’s current corporate counsel held a convertible note payable agreement in the amount $150,000 with the Company. This note payable agreement covered the amount that was due the Company’s corporate counsel at the year ended December 31, 2014. The convertible note payable agreement is due on demand, plus interest at 4.5% APR and convertible at $0.01 per share of common stock. See Note 7.

 

NOTE 12 – DISCONTINUED OPERATIONS

 

On May 5, 2011, Findex entered into a Software Product Line Purchase Agreement to sell Findex’s QuickVerse® product line to WORDsearch Corp., L.L.C. In accordance with the Software Product Line Purchase Agreement, WORDsearch agreed to acquire from Findex all of the assets associated with its QuickVerse® product line for $975,000 in cash at closing and the assumption of up to $140,000 of Findex’s then-existing liabilities at closing.

 

On June 30, 2011, closing of the asset sale transaction governed by the Software Product Line Purchase Agreement, which is transitional in nature and expected to be ongoing through approximately the end of April, 2012, commenced. As one of the initial parts of the closing, on July 1, 2011 WORDsearch assumed possession of the physical assets conveyed in the transaction as well as control and responsibility of the business operations related to the QuickVerse® product line, including, among many other things, the receipt of revenues for sales in exchange for partial payment of the cash portion of the purchase price being paid to Findex. On April 13, 2012, Findex determined that the final closing conditions under the Software Product Line Purchase Agreement had been met, which meant that Findex was able to deliver to WORDsearch the last in a series of officer’s certificates required thereunder. Having delivered such certificate to WORDsearch on April 13, 2012, the sale of the QuickVerse® product line to WORDsearch was complete.

 

 F-13 

 

 

As a result of the decision to sell the QuickVerse® product line, the Company has classified the QuickVerse® product line as discontinued operations for the nine months ended September 30, 2015. The Company has recorded the remaining class of liabilities for the QuickVerse® product line as presented below:

 

Other current liabilities from discontinued operations:  September 30, 2015 
Accrued royalties  $114,368 
Other current liabilities from discontinued operations  $114,368 

 

NOTE 13 – SUBSEQUENT EVENTS

 

In October 2015, an individual entered into a common stock subscription agreement to purchase from the Company a total of 4,000,000 restricted shares of common stock at a price of $0.005 per share, such price paid to the Company in $20,000 in cash.

 

On November 1, 2015, the Company entered into a convertible promissory note with the Company’s current corporate counsel in the amount of $120,000. The convertible promissory note is due on demand, plus interest at 4.5% APR and is convertible into/for shares of common stock on the basis of a value per share equal to $0.007. The convertible promissory note is in the amount that was due the Company’s corporate counsel as of the date of the convertible promissory note.

 

On November 10, 2015, the Company entered into a convertible promissory note with the Company’s current corporate counsel in the amount of $10,000. The convertible promissory note is due on demand, plus interest at 12% APR and is convertible into/for shares of common stock on the basis of a value per share equal to $0.008.

 

On November 10, 2015, the Company entered into a certain business development consulting agreement with J.N.B., LLC. (“JNB”), a private Florida based advisory services firm, pursuant to which JNB will be working with the Company in connection with the development and cultivation of a broad array of strategically valuable relationships with potential industrial partners and customers, principally in relation to the Company’s oil and gas vertical markets. The agreement calls for twelve fixed obligation payments totaling $170,500 to be made the Company to JNB over the next twelve months, half of which amount is payable during the 90 day period following November 10, 2015.

 

On November 13, 2015, the Company entered into a convertible promissory note with a current shareholder in the amount of $100,000. The convertible promissory note has a term of thirty six months, plus interest at 10% APR and is convertible into/for shares of common stock on the basis of a value per share equal to $0.01.

 

On November 21, 2015, the Company sold the domain website name, www.formtool.com, and the FormTool registered trademark to a private company for $15,000 which is to be paid out in installments over twelve months. The Company will continue to operate its FormTool website under the domain name of www.formtool.us.

 

On November 21, 2015 the Company and a current note holder agreed to cancel a note payable, plus interest, totaling $24,379.85. In exchange, the current note holder will receive the installment payments totaling $15,000 originally owed to the Company for the sale of the domain website name, www.formtool.com, and the FormTool registered trademark.

 

 F-14 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Findex.com, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

This information should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this quarterly report, and our audited financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operation contained in our annual report on Form 10-K for the fiscal year ended December 31, 2014.

 

Description of Business

 

Findex.com, Inc. (“Findex,” the “Company,” “we,” “us,” or “our”) headquarters and operations are based in Lake Park, Florida. Our business is comprised of three distinct operating divisions. As a result of a recent merger (the “Merger”), two of these divisions, EcoSmart, centers around the development of a proprietary line of specialty materials coatings that have a broad range of value-adding industrial, commercial, and residential applications. The other division, FormTool, which we acquired in February 2008, is focused upon the production, marketing and distribution of a line of consumer software products that offer quality, professionally designed forms for business, accounting, construction, sales, real estate, human resources and personal organization needs.

 

For accounting purposes, we recognized the Merger in accordance with ASC 805-40, Reverse Acquisitions. Accordingly, Findex has been recognized as the accounting acquiree in relation to the Merger, with EcoSmart being the accounting acquirer, and our condensed consolidated financial statements for the reporting period from January 1, 2013 through July 23, 2014 being those of EcoSmart, not the enterprise historically recognized as Findex. Our condensed consolidated financial statements for the periods since July 24, 2014, the day after which the Merger was consummated, recognize Findex and EcoSmart as a single operating enterprise and entity for accounting and reporting purposes, albeit with a carryover capital structure inherited from Findex (attributable to the legal structure of the transaction). Readers of this quarterly report on Form 10-Q should note that, in order to provide materially relevant disclosure regarding certain of Findex’s historical, operational expenses not otherwise appropriately accounted for in our condensed consolidated financial statements given the applied accounting treatment described herein, certain disclosure is contained in the text of this report relating to such expenses that does not numerically align with the corresponding figures contained in our condensed consolidated financial statements.

 

EcoSmart is divided into two basic product areas. One product area is currently centered around a line of specialty industrial glass-based “smart surface” coatings that have a wide range of uses across each of the industrial, commercial, and household market segments and that are centered around a U.S. patented technology that, either on its own or when coupled with any of an array of available proprietary formula additives, offers a unique combination of beneficial surface properties that allow for a broad array of multi-surface and end-product applications. The other product area involves a proprietary surfacing process – for which a U.S. patent is currently pending – to treat and cover existing floors, walls, counter-tops and table-tops, that offers property owners and occupants of all types a cost-effective means of enjoying a virtually limitless array of very lightweight, aesthetically desirable and high-demand decorative options, coupled with a variety of meaningfully beneficial surface-layer properties, without the necessity for having to remove and dispose of the floors, walls, counter-tops and table-tops already in place, and which process affords a uniquely attractive solution to those property owners and occupants otherwise facing the very costly, time-consuming and administratively burdensome challenges of having to remove and dispose of existing legacy-laden, chemically contaminated and/or vinyl asbestos tile (so-called “VAT”).

 

 1 

 

 

Over time, EcoSmart intends to develop itself in the strategic direction of becoming a leading research-oriented high-tech specialty “smart-surface” materials development and licensing company centered around a highly qualified research team and state-of-the-art research lab and applying a combination of organic and inorganic chemistries, materials science engineering, and nanotechnology. EcoSmart currently has expertise and capabilities in each of these areas.

 

Though we believe that our FormTool product line has opportunities to offer in terms of generating potential revenue, for the time being, it is almost exclusively our EcoSmart specialty coatings products to which we are devoting our limited resources. This is due principally to a combination of market considerations and projected gross profit margins. For this reason, moreover, the remainder of the substantive business discussion in this Management’s Discussion and Analysis of Financial Condition and Results of Operation will focus primarily on the EcoSmart coatings business.

 

Management Overview

 

A key focus of management during the nine months ended September 30, 2015 centered on exploring and building relationships with potentially key strategic business partners, investors, and potential distributors and/or resellers of our products. Each of the strategic sell-side relationships were pointedly pursued in order to establish, further develop, and/or expand our existing market share within certain of our most aggressively targeted verticals. For this period, and for the indefinite future, management is committed to securing and solidifying foundational relationships within each of its hardscape, solar, oil, gas and mining, HVAC, and marine markets, and intends to allocate its financial and human resources accordingly.

 

During the period ending September 30, 2015, management remained focused on three primary areas identified as keys to the near-term viability, growth and prosperity of EcoSmart. One area is revenue generation, as effected through the formalization of various distribution and licensing relationships that the Company has been pursuing over time. A second area is the maximization of cash flow and return on existing assets, as effected through the refinement of internal production operations and throughput efficiencies. The third other area is corporate finance, and specifically the raising of capital necessary to bridge shortfalls in available cash, for both operational and capital investment purposes, through to the point, if at all, at which working capital and cash reserve levels are sufficient to be self-sustaining.

 

At this time, near-term liquidity poses a continuous challenge to us and is expected to continue to do so for the foreseeable future. Moreover, the need to find ways to stretch our very limited economic resources places ongoing strains on our very limited human resources.

 

Results of Operations for Quarters Ending September 30, 2015 and September 30, 2014

 

Statements of Operations for Nine Months Ended September 30,  2015   2014   Change 
Net revenues  $159,204   $111,771   $47,433 
Cost of sales   (53,227)   (73,395)   20,168 
Gross profit  $105,977   $38,376   $67,601 
Sales, marketing and general and administrative expenses   (932,200)   (904,381)   (27,819)
Total operating expenses  $(932,200)  $(904,381)  $(27,819)
Loss from operations  $(826,223)  $(866,005)  $39,782 
Other expenses, net   (43,515)   (247,479)   203,964 
Gain on debt settlement   200,000    ---    200,000 
Impairment loss of Findex legacy software segment   (1,433,465)   ---    (1,433,465)
Loss before income taxes  $(2,103,203)  $(1,113,484)  $(989,719)
Income tax (provision)   ---    ---    --- 
Net loss from operations  $(2,103,203)  $(1,113,484)  $(989,719)

 

 2 

 

 

Statements of Operations for Three Months Ended September 30,  2015   2014   Change 
Net revenues  $77,330   $42,236   $35,094 
Cost of sales   (21,962)   (25,615)   3,653 
Gross profit  $55,368   $16,621   $38,747 
Sales, marketing and general and administrative expenses   (285,986)   (298,153)   12,167 
Total operating expenses  $(285,986)  $(298,153)  $12,167 
Loss from operations  $(230,618)  $(281,532)  $50,914 
Other expenses, net   (16,489)   (9,979)   (6,510)
Impairment loss of Findex legacy software segment   (1,433,465)   ---    (1,433,465)
Loss before income taxes  $(1,680,572)  $(291,511)  $(1,389,061)
Income tax (provision)   ---    ---    --- 
Net loss from operations  $(1,680,572)  $(291,511)  $(1,389,061)

 

The differing results of operations are primarily attributable to the following for the three and nine months ended September 30, 2015:

 

  an increase in net revenues resulting from the expansion of our products in the hardscape industry as well as the oil, gas and mining industry;
  an overall reduction in cost of sales resulting from a decrease in the price of certain production materials and freight-out expenses;
  an increase in sales, marketing and general and administrative expenses;
  a decrease in interest expense as during the nine months ended September 30, 2014 we experienced a large increase in interest expense related to an issuance of our shares of common stock to a note holder as consideration for the extension of the maturity date of the note payable;
  an accounting gain realized in connection with a settlement agreement entered into with a current note holder; and
  a goodwill impairment expense related to the Findex legacy software segment which is no longer being actively pursued.

 

Although there can be no assurance, in future periods, we anticipate an increase in overall Company revenues as well as an increase in overall sales, marketing and general and administrative expenses due to our anticipated growth and expansion in certain vertical markets.

 

Revenues

 

Our net revenues increased approximately $47,000 from approximately $112,000 for the nine months ended September 30, 2014 to approximately $159,000 for the nine months ended September 30, 2015. Furthermore, we saw an increase in net revenues of approximately $35,000 from approximately $42,000 for the three months ended September 30, 2014 to approximately $77,000 for the three months ended September 30, 2015. These increases in net revenues are mainly attributed to the expansion of our products in the hardscape industry as well as in the oil, gas and mining industry. Although there can be no assurance, we anticipate an increase in overall Company revenues in future periods as we continue to pursue a variety of vertical markets that management has been targeting over the past year as near-term opportunities for revenue growth.

 

 3 

 

 

Cost of Sales

 

                   Change 
Cost of Sales for Operations for Nine Months Ended September 30,  2015   % to Sales   2014   % to Sales   $ 
Direct costs  $29,738    18%  $62,112    55%  $(32,374)
Royalties    16,157    10%   1,121    1%   15,036 
Freight-out   7,332    5%   10,162    9%   (2,830)
Cost of sales  $53,227    33%  $73,395    65%  $(20,168)

 

                   Change 
Cost of Sales for Operations for Three Months Ended September 30,  2015   % to Sales   2014   % to Sales   $ 
Direct costs  $7,445    10%  $23,734    56%  $(16,289)
Royalties    11,857    15%   48    0%   11,809 
Freight-out   2,660    3%   1,833    4%   827 
Cost of sales  $21,962    28%  $25,615    60%  $(3,653)

 

Cost of sales consists primarily of direct costs, royalties accrued to third party providers of intellectual property, and the costs associated with reproducing, packaging, and shipping our products. The overall decrease in cost of sales for the nine months ended September 30, 2015 are attributable to the following:

 

  a decrease in direct costs attributable to a change in certain suppliers for materials;
  an increase in royalties due to an increase in sales of products that carry a royalty obligation; and
  a decrease in freight-out resulting from a change in shipping service providers.

 

Into the immediate future, we anticipate that our direct costs are likely to increase because of escalating sales volume coupled with our continuing inability to make materials bulk purchases at substantial discount rates. Though there can be no assurance that our cash position and financial condition will improve over time, if it does, we intend to take advantage of bulk purchasing opportunities at discounted rates. More generally, we anticipate our cost of sales to increase in the future in relation to anticipated increases in our overall Company revenues.

 

Sales, General and Administrative

 

                   Change 
Sales, General and Administrative Costs for Operations for Nine Months Ended September 30,  2015   % to Sales   2014   % to Sales   $   % 
Selected expenses:
Advertising and direct marketing  $15,951    10%  $15,290    14%  $661    4%
Total sales and marketing  $15,951    10%  $15,290    14%  $661    4%
Personnel costs  $345,645    214%  $305,508    272%  $40,137    13%
Amortization and depreciation   48,730    30%   35,487    32%   13,243    37%
Legal   34,153    21%   93,803    84%   (59,650)   64%
Accounting   21,614    13%   6,735    6%   14,879    221%
Research and development   205,555    128%   108,751    97%   96,804    89%
Directors fees   30,000    19%   8,000    7%   22,000    275%
Contract Services   80,500    50%   15,500    14%   65,000    419%
Other general and administrative costs   150,052    93%   315,307    281%   (165,255)   52%
Total general and administrative  $916,249    569%  $889,091    793%  $27,158    3%
Total sales, marketing, general and administrative  $932,200    578%  $904,381    806%  $27,819    3%

 

 4 

 

 

                   Change 
Sales, General and Administrative Costs for Operations for Three Months Ended September 30,  2015   % to Sales   2014   % to Sales   $   % 
Selected expenses:
Advertising and direct marketing  $10,485    13%  $1,726    4%  $8,759    507%
Total sales and marketing  $10,485    13%  $1,726    4%  $8,759    507%
Personnel costs  $109,246    140%  $124,928    293%  $(15,682)   13%
Amortization and depreciation   14,444    19%   13,909    33%   535    4%
Legal      14,815    19%   79,278    186%   (64,463)   81%
Accounting   6,101    8%   4,735    11%   1,366    29%
Research and development   49,077    63%   993    2%   48,084    4842%
Directors fees   12,000    15%   8,000    19%   4,000    50%
Contract Services   20,000    26%   12,500    29%   7,500    60%
Other general and administrative costs   49,818    64%   52,084    122%   (2,266)   4%
Total general and administrative  $275,501    354%  $296,427    695%  $(20,926)   7%
Total sales, marketing, general and administrative  $285,986    368%  $298,153    699%  $(12,167)   4%

 

Our research and development costs consist of direct production costs, including labor directly associated with the development of projects and outside consultants, and indirect costs such as those associated with facilities use. For labor costs and costs of outside consultants, we record the research and development costs as a reduction against either personnel costs or contract services. For facilities leasing related expenses, we record the research and development costs as a reduction against rent. For the nine months ended September 30, 2015, we reclassified to research and development approximately $110,000 from total personnel costs, approximately $24,000 from rent, and approximately $60,000 from total contract services.

 

The differing results of total sales, marketing, general and administrative costs are primarily attributable to the following for the three and nine months ended September 30, 2015:

 

  an increase in advertising and direct marketing as we have increased our direct marketing efforts and began an overhaul on our Company website for the nine months ended September 30, 2015;
  an overall increase in total personnel costs, before adjustments of reclassified wages for research and development, as our staff and use of outside contractors increased  based on operational growth;
  an increase in amortization and depreciation due to the continual amortization of our intangible assets;
  a decrease in legal expenses for the nine months ended September 30, 2105 compared to the nine months ended September 30, 2014 due to the very significant changes in our operating business year over year, including those associated with related disclosure obligations under our Exchange Act reporting requirements which took place during the nine months ended September 30, 2014;
  an increase in accounting expenses due to the continual quarterly reviews performed by our external auditor for the nine months ended September 30, 2015;
  an increase in research and development as we continue to explore new markets and test our products in different vertical markets;
  an increase in directors fees attributable to the addition of an outside director on our board of directors;
  an increase in total contract services, before adjustments of reclassified contract services for research and development, as we (i) engaged an outside contractor for certain business development services, and (ii) issued stock as compensation to three consultants for their advisory services in connection with research and development and enhancement of sales opportunities; and
  a decrease in our other general and administrative costs as we attempt to cut unnecessary expenses where we can.

 

For the immediate future, and although there can be no assurance, we would anticipate our sales, marketing, general and administrative costs to increase in the future in relation to anticipated increases in our overall Company revenues.

 

 5 

 

 

Gain on Debt Settlement

 

For the nine months ended September 30, 2015, we recognized a gain on debt settlement in the amount of $200,000. This gain is a result of entering into a loan modification agreement with a shareholder that had held an outstanding convertible note agreement in the amount of $250,000 carrying a conversion feature that had the accounting effect of increasing the derivative liability associated with the obligation from $250,000 to $500,000. The loan modification called for the original convertible note payable ($250,000), along with the conversion feature ($250,000), dated July 2014 to be cancelled. In addition, the loan modification called for a replacement note payable to be entered into at the adjusted principal amount of $300,000, total, but without any conversion feature exercisable on the part of the holder. All other terms of the original note agreement remained unchanged. As a result, we recognized a net gain of $200,000, and we have treated it as a gain from extinguishment of debt and included it in Gain on debt settlement on our condensed consolidated Statement of Operations for the nine months ended September 30, 2015.

 

Income Taxes

 

For the nine months ended September 30, 2015 and 2014, based on uncertainty about the timing of and ability to generate future taxable income and our assessment that the realization of the deferred tax assets no longer met the “more likely than not” criterion for realization, we provided for a full valuation allowance against our net deferred tax assets. If we determine that it is more likely than not that we will be able to realize our deferred tax assets in the future, an adjustment to the deferred tax asset valuation allowance would be recorded in the period when such determination is made.

 

Liquidity And Capital Resources

 

Our primary needs for liquidity and capital resources are the working capital requirements of our continued operations, which includes the ongoing internal development of new products, expansion and upgrade of existing products, and marketing and sales. Although cash generated through our current operations may prove sufficient to sustain such operations, there can be no assurance of such a result, and, in any event, our pursuit of an aggressive growth plan, as currently exists, will likely require funding from outside sources. Funding from outside sources may include but is not limited to the pursuit of other financing options such as commercial loans or public or private sales of securities, including common stock, preferred stock and/or convertible notes or debentures.

 

Working Capital  September 30, 2015   December 31, 2014 
Current assets  $72,327   $93,531 
Current liabilities  $1,919,268   $1,847,464 
Accumulated deficit  $4,867,872   $2,987,960 

 

Liquidity for our day-to-day continuing operations remains a very serious ongoing concern for us, and there can be no continuing assurance of it remaining manageable.

 

Cash Flows for Nine Months Ended September 30,  2015   2014   Change   % 
Cash flows used in operating activities  $(417,441)  $(591,899)  $174,458    29%
Cash flows provided in investing activities  $---    $19,172   $(19,172)   100%
Cash flows provided by financing activities  $417,500   $582,099   $(164,599)   28%

 

Net cash used in operating activities for the nine months ended September 30, 2015 and 2014 consisted mainly of payments going out for accounts payable items, accrued expenses and stock compensation.

 

The lack of cash provided in investing activities was primarily due to our not having made any capital investments during the nine months ended September 30, 2015.

 

For the nine months ended September 30, 2015, cash provided by financing activities was primarily the result of the sale of shares of our common stock and convertible notes in exchange for cash.

 

 6 

 

 

Financing

 

Given practical considerations, we believe that our ability to meaningfully pursue our business plan in the immediate term will depend on the availability of cash, the precise amount of which is uncertain as the date of this quarterly filing on Form 10-Q given certain variables surrounding our ability to generate funds internally, including through sales of product and/or territorial distributorships. To the extent that it becomes necessary to access funds through a public or private sales of securities, as we currently anticipate, this is likely to be pursued through an offering involving common stock, preferred stock and/or convertible notes or debentures. In connection with any such contemplated financing, it may become necessary given market conditions and the unavailability of alternative options for us to issue additional shares of our common stock or securities exchangeable for shares of our common stock, including but not limited to convertible preferred stock or convertible notes or debentures containing so-called “floorless convertible” provisions that can be, and often are, extremely dilutive to existing stockholders upon conversion. Any such issuances, as well as any related issuances of common stock or other purchase warrants, would likely have the effect of depressing the market price of our common stock and diluting the interests of our common stockholders, potentially very significantly.

 

Although no attempt has been made for several years now due to management’s practical awareness that it would be unrealistic to obtain it, we have been unable to secure any bank or other secured financing due to our revenue and cash flow levels, internal financial ratios, and negative working capital position, and we do not expect that we will be successful in securing any such financing if we were to recommence efforts to do so unless and until our revenues and cash flows become substantially higher, and our internal financial ratios dramatically improve, something we believe to be unlikely absent the occurrence of a major business combination and/or equity or equity-linked financing transaction.

 

Discontinued Operations

 

On May 5, 2011, we entered into a Software Product Line Purchase Agreement to sell the QuickVerse® product line to WORDsearch. On June 30, 2011, closing of the asset sale transaction governed by the Software Product Line Purchase Agreement, which was transitional in nature and expected to be ongoing through approximately the end of April, 2012, commenced. As one of the initial parts of the closing, on July 1, 2011 WORDsearch assumed possession of the physical assets conveyed in the transaction as well as control and responsibility of the business operations related to the QuickVerse® product line, including, among many other things, the receipt of revenues for sales in exchange for partial payment of the cash portion of the purchase price being paid to us. On April 13, 2012, we determined that the final closing conditions under the Software Product Line Purchase Agreement had been met, and the sale of the QuickVerse® product line to WORDsearch was complete. As a result, we have classified this asset as discontinued operations for the nine months ended September 30, 2015.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual Obligations

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide this information.

 

 7 

 

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by paragraph (b) of Rule 13a-15 under the Exchange Act, our principal executive and principal financial officers are responsible for assessing the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(f) under the Exchange Act). Accordingly, we maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Chief Executive Officer/Chief Financial Officer has evaluated our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, and has determined that such disclosure controls and procedures are not effective. Our disclosure controls and procedures are not effective as a result of the material weakness in internal control over financial reporting because of inadequate segregation of duties over authorization, review and recording of transactions as well as the financial reporting of such transactions. Management is attempting to develop a plan to mitigate the above material weaknesses. Despite the existence of these material weaknesses, we believe the financial information presented herein is materially correct and in accordance with generally accepted accounting principles.

 

Changes in Internal Controls

 

There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report, other than those disclosed above that materially affected, or is reasonable likely to materially effect, the Company’s internal control over financial reporting.

 

 8 

 


PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

As of the date of this quarterly report on Form 10-Q for the period ended September 30, 2015, and to the best knowledge of our officers and directors, there were no pending material legal proceedings to which we were a party and we were not aware that any were contemplated. There can be no assurance, however, that we will not be made a party to litigation in the future.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Date Securities Issued  Securities
Title
  Issued To  Number of
Securities Issued
   Consideration   Footnotes 
Common Stock Issuances
Sold for Cash
7/10/2015  Common Stock  Private Purchaser   5,000,000   $50,000    1 

 

We relied in each case for these unregistered sales on the private offering exemption of Section 4(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from the acquirer’s relative to their accreditation and/or sophistication (or from offeree or purchaser representatives, as applicable), (iv) the provision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investment representations obtained from the acquirer’s.

 

(1) This was a sale made pursuant to private placement commenced as of December 8, 2014 carrying a purchase price of $10,000 per unit, with each such unit consisting of 1,000,000 shares of common stock (effectively priced at $0.01 per share) and a 1-year warrant to purchase an additional 100,000 shares of common stock at an exercise price of $0.10 per share. The amount referenced in each case represents the amount allocated strictly to the common stock. 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

For the period ended September 30, 2015, we are in default under a certain unsecured term note payable to a former shareholder in the total amount of approximately $43,000. The arrearage as of such date was $28,783, plus interest. In accordance with the terms of the note, however, our default has triggered an acceleration of the entire balance plus accumulated interest. In addition, we are in default under a certain unsecured term note payable to a current shareholder in the total amount of $300,000 plus interest. However, the shareholder has agreed to extend the note payable for an additional twelve months.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

As of the date of this quarterly report on Form 10-Q for the period ended September 30, 2015, there were no reportable events under this Item 5.

 

 9 

 

 

ITem 6. Exhibits.

 

Exhibits required by Item 601 of Regulation S-K.

 

No.  Description of Exhibit
2.1  Share Exchange Agreement between Findex.com, Inc. and the stockholders of Reagan Holdings, Inc. dated March 7, 2000, incorporated by reference to Exhibit 2.1 on Form 8-K filed March 15, 2000.
    
2.2  Agreement and Plan of Merger by and among Findex.com, Inc., EcoSmart Acquisition Corp. EcoSmart Surface & Coating Technologies, Inc., and The Renewable Corp. dated July 23, 2014, incorporated by reference to Exhibit 2.1 on Form 8-K filed July 29, 2014.
    
3(i)(1)  Restated Articles of Incorporation of Findex.com, Inc. dated June 1999 incorporated by reference to Exhibit 3.1 on Form 8-K filed March 15, 2000.
    
3(i)(2)  Amendment to Articles of Incorporation of Findex.com, Inc. dated November 10, 2004 incorporated by reference to Exhibit 3.1(ii) on Form 10-QSB filed November 10, 2004.
    
3(ii)  Restated By-Laws of Findex.com, Inc., incorporated by reference to Exhibit 3.3 on Form 8-K filed March 15, 2000.
    
4.1  Certificate of Designation of FIND Series MX Convertible Preferred Stock dated June 30, 2014, incorporated by reference to Exhibit 4.1 on Form 8-K filed July 29, 2014.
    
10.1  Stock Incentive Plan of Findex.com, Inc. dated May 7, 1999, incorporated by reference to Exhibit 10.1 on Form 10-KSB/A filed May 13, 2004.
    
10.2  Share Exchange Agreement between Findex.com, Inc. and the stockholders of Reagan Holdings Inc., dated March 7, 2000, incorporated by reference to Exhibit 2.1 on Form 8-K filed March 15, 2000.
    
10.3  License Agreement between Findex.com, Inc. and Parsons Technology, Inc. dated June 30, 1999, incorporated by reference to Exhibit 10.3 on Form 10-KSB/A filed May 13, 2004.
    
10.4  Employment Agreement between Findex.com, Inc. and Steven Malone dated July 25, 2003, incorporated by reference to Exhibit 10.4 on Form 10-KSB/A filed May 13, 2004.
    
10.5  Employment Agreement between Findex.com, Inc. and Kirk Rowland dated July 25, 2003, incorporated by reference to Exhibit 10.5 on Form 10-KSB/A filed May 13, 2004.
    
10.6  Employment Agreement between Findex.com, Inc. and William Terrill dated June 7, 2002, incorporated by reference to Exhibit 10.6 on Form 10-KSB/A filed May 13, 2004.
    
10.7  Restricted Stock Compensation Agreement between Findex.com, Inc. and John A. Kuehne dated July 25, 2003, incorporated by reference to Exhibit 10.7 on Form 10-KSB/A filed May 13, 2004.
    
10.8  Restricted Stock Compensation Agreement between Findex.com, Inc. and Henry M. Washington dated July 25, 2003, incorporated by reference to Exhibit 10.8 on Form 10-KSB/A filed May 13, 2004.
    
10.9  Restricted Stock Compensation Agreement between Findex.com, Inc. and William Terrill dated July 25, 2003, incorporated by reference to Exhibit 10.9 on Form 10-KSB/A filed May 13, 2004.
    
10.10  Stock Purchase Agreement, including the form of warrant agreement, between Findex.com, Inc. and Barron Partners, LP dated July 19, 2004, incorporated by reference to Exhibit 10.1 on Form 8-K filed July 28, 2004.

 

 10 

 


10.11  Amendment No. 1 to Stock Purchase Agreement between Findex.com, Inc. and Barron Partners, LP dated September 30, 2004, incorporated by reference to Exhibit 10.3 on Form 8-K filed October 6, 2004.
    
10.12  Registration Rights Agreement between Findex.com, Inc. and Barron Partners, LP dated July 26, 2004, incorporated by reference to Exhibit 10.2 on Form 8-K filed July 28, 2004.
    
10.13  Waiver Certificate between Findex.com, Inc. and Barron Partners, LP dated September 16, 2004, incorporated by reference to Exhibit 10.4 on Form 8-K filed October 6, 2004.
    
10.14  Settlement Agreement between Findex.com, Inc., The Zondervan Corporation, Mattel, Inc., TLC Multimedia, Inc., and Riverdeep, Inc. dated October 20, 2003, incorporated by reference to Exhibit 10.14 on Form 10-KSB/A filed December 14, 2005.
    
10.15  Employment Agreement Extension between Findex.com, Inc and Steven Malone dated March 31, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed April 6, 2006.
    
10.16  Employment Agreement Extension between Findex.com, Inc and William Terrill dated March 31, 2006, incorporated by reference to Exhibit 10.2 on Form 8-K filed April 6, 2006.
    
10.17  Employment Agreement Extension between Findex.com, Inc and Kirk R. Rowland dated March 31, 2006, incorporated by reference to Exhibit 10.3 on Form 8-K filed April 6, 2006.
    
10.18  Promissory Note to Barron Partners, LP dated April 7, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed April 13, 2006.
    
10.19  Share Exchange Agreement between Findex.com, Inc. and the stockholders of Reagan Holdings Inc., dated March 7, 2000, incorporated by reference to Exhibit 2.1 on Form 8-K filed March 15, 2000.
    
10.20  Convertible Secured Promissory Note between FindEx.com, Inc. and W. Sam Chandoha, dated July 20, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed July 26, 2006.
    
10.21  Security Agreement between FindEx.com, Inc. and W. Sam Chandoha, dated July 20, 2006 incorporated by reference to Exhibit 10.2 on Form 8-K filed July 26, 2006.
    
10.22  Common Stock Purchase Warrant between FindEx.com, Inc. and W. Sam Chandoha, dated July 20, 2006 incorporated by reference to Exhibit 10.3 on Form 8-K filed July 26, 2006.
    
10.23  Modification and Extension Agreement Between FindEx.com, Inc. and W. Sam Chandoha, dated September 20, 2006, incorporated by reference to Exhibit 10.1 on Form 8-K filed September 25,2006.
    
10.24  Employment Agreement Extension Amendment between Findex.com, Inc. and Steven Malone dated April 13, 2007, incorporated by reference to Exhibit 10.24 on Form 10-KSB filed April 17, 2007.
    
10.25  Employment Agreement Extension Amendment between Findex.com, Inc. and William Terrill dated April 13, 2007, incorporated by reference to Exhibit 10.25 on Form 10-KSB filed April 17, 2007.
    
10.26  Employment Agreement Extension Amendment between Findex.com, Inc. and Kirk R. Rowland dated April 13, 2007, incorporated by reference to Exhibit 10.26 on Form 10-KSB filed April 17, 2007.
    
10.27  Asset Purchase Agreement between Findex.com, Inc. and ACS Technologies Group, Inc. dated October 18, 2007, incorporated by reference to Exhibit 10.27 on Form 8-K filed October 24, 2007.
    
10.28  Partial Assignment of License Agreement Among Findex.com, Inc., Riverdeep, Inc.,LLC and ACS Technologies Group, Inc. dated October 11, 2007, incorporated by reference to Exhibit 10.28 on Form 8-K filed October 24, 2007.

 

 11 

 

 

10.29  Asset Purchase Agreement between Findex.com, Inc. and ORG Professional, LLC dated February 25, 2008, incorporated by reference to Exhibit 10.29 on Form 8-K filed on February 28, 2008.
    
10.30  Warrant Cancellation Agreement between Findex.com, Inc. and Barron Partners, L.P. dated March 6, 2008, incorporated by reference to Exhibit 10.30 on Form 8-K filed on March 10, 2008.
    
10.31  Employment Agreement Extension Amendment between Findex.com, Inc. and Steven Malone dated April 14, 2008, incorporated by reference to Exhibit 10.31 on Form 10-KSB filed on April 15, 2008.
    
10.32  Employment Agreement Extension Amendment between Findex.com, Inc. and William Terrill dated April 14, 2008, incorporated by reference to Exhibit 10.32 on Form 10-KSB filed on April 15, 2008.
    
10.33  Employment Agreement Extension Amendment between Findex.com, Inc. and Kirk R. Rowland dated April 14, 2008, incorporated by reference to Exhibit 10.33 on Form 10-KSB filed on April 15, 2008.
    
10.34  License Agreement between Findex.com, Inc. and Houghton Mifflin Harcourt Publishing Company dated May 7, 2010, incorporated by reference to Exhibit 10.34 on Form 10-K filed on April 15, 2012.
    
10.35  Software Product Line Purchase Agreement between FindEx.com, Inc. and WORDsearch Corp., L.L.C. dated May 5, 2011, incorporated by reference to Exhibit 10.35 on Form 8-K filed on May 10, 2011.
    
10.36  Promissory Note to Barron Partners, LP dated August 18, 2011, incorporated by reference to Exhibit 10.36 on Form 10-Q filed on August 22, 2011.
    
10.37  Letter of Intent between Findex.com, Inc. and Next Level Hockey, LLC dated June 6, 2013, incorporated by reference to Exhibit 10.37 on Form 8-K filed on June 7, 2013.
    
10.38  Binding Letter of Intent between Findex.com, Inc. and the Renewable Corporation dated October 29, 2013, incorporated by reference to Exhibit 10.38 on Form 8-K filed on November 4, 2013.
    
10.39  Agreement and Plan of Merger among FindEx.com, Inc., certain of its affiliated stockholders, ESCT Acquisition Corp., The Renewable Corporation, and EcoSmart Surface and Coating Technologies, Inc. dated January 23, 2014, exclusive of schedules and exhibits other than exhibit forms of Employment Agreements to be entered into between Findex.com, Inc. and each of Joseph Alvarez and Steven Malone, incorporated by reference to Exhibit 10.39 on Form 8-K filed on January 29, 2014.
    
10.40  Voting Agreement between EcoSmart Surface and Coating Technologies, Inc. and each of three individual stockholders of Findex.com, Inc. dated January 23, 2014, incorporated by reference to Exhibit 10.40 on Form 8-K filed on January 29, 2014.
    
10.41  Employment Agreement by and among Findex.com, Inc., EcoSmart Acquisition Corp., and Steven Malone dated July 23, 2014, incorporated by reference to Exhibit 10.1 on Form 8-K filed July 29, 2014.
    
10.42  Demand Promissory Note dated August 3, 2013, incorporated by reference to Exhibit 10.2 on Form 8-K filed on July 29, 2014.
    
10.43  The Loan Modification and Loan Assumption Acknowledgment dated July 23, 2014, incorporated by reference to Exhibit 10.3 on Form 8-K filed on July 20, 2014.
    
10.44  Convertible Promissory Note dated July 23, 2014, incorporated by reference to Exhibit 10.4 on Form 8-K filed on July 29, 2014.
    
10.45  Employment Agreement by and among Findex.com, Inc., EcoSmart Acquisition Corp., and Bo Inge Hakan Gimvang dated March 3, 2015, incorporated by reference to Exhibit 10.45 on Form 10-K filed on April 15, 2015.
    
10.46  Loan Modification Agreement and Promissory Note dated March 2, 2015, incorporated by reference to Exhibit 10.46 on Form 10-K filed on April 15, 2015.
    
10.47  Business development consulting agreement by and among Findex.com, Inc. and J.N.B., LLC. dated November 10, 2015, incorporated by reference to Exhibit 10.47 on Form 10-Q filed on November 16, 2015.
    
31.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and dated November 23, 2015. FILED HEREWITH.
    
32.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and dated November 23, 2015.  FILED HEREWITH.

 

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Signatures

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  FINDEX.COM, INC.
     
Date: November 23, 2015 By /s/ Steven Malone
    Steven Malone
    President
    Chief Executive Officer
(Principal Executive Officer)
    Chief Financial Officer
(Principal Accounting Officer)

 

 

13