Edgar Filing: FINX GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

The Finx Group, Inc.
(formerly known as Fingermatrix, Inc.)
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(Exact name of registrant as specified in its charter)

Delaware 13-2854686
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

21634 Club Villa Terrace, Boca Raton, FL 33431
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(Address of Principal Executive Offices) (Zip Code)

The Finx Group, Inc. 2003 Stock Compensation Plan
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(Full title of plan)

Harry Winderman, Esq., 2255 Glades Road, Suite 218A, Boca Raton, FL 33431
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(Name and address of agent for service)

561-241-0332
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(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

================================== ============== ======================= ======================= =======================
Amount to be Proposed maximum Proposed aggregate
Title of each class of registered offering price per maximum offering Amount of
Securities to be registered (1) share (2) price (2) registration fee (3)
---------------------------------- -------------- ----------------------- ----------------------- -----------------------
Common stock, $0.01 par value 47,499,000 $0.0035 $166,247 $13.45
================================== ============== ======================= ======================= =======================

(1) Represents the maximum number of shares of common stock issuable upon
exercise of options granted or to be granted or the issuance of stock grants
under The Finx Group, Inc. 2003 Stock Compensation Plan. Pursuant to Rule
416(a), (b) and (c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein and such additional
number of shares as may be required in the event of a stock dividend, stock
split, recapitalization or other similar event.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act by multiplying 47,499,000, the
maximum number of shares of common stock of the Registrant to be issued pursuant
to the exercise of options granted under The Finx Group, Inc. 2003 Stock
Compensation Plan, by $0.0035 the fair market value of the shares of common
stock being registered and the proposed offering price of any stock grants.

(3) The registration fee has been calculated pursuant to Rule 457(h) of the
Securities Act by multiplying $166,247, the proposed maximum aggregate offering
price by) 0.0000809.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing information required in the Section 10(a)
prospectus specified in Part I ("Plan Information" and "Registrant Information")
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this form taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.

General Plan Information

The purpose of The Finx Group, Inc. 2003 Stock Compensation Plan (the
"Plan") is to secure long-term relationships for The Finx Group, Inc. (the
"Company") and its stockholders, from the benefits arising from capital stock
ownership by the Company's Consultants, Advisors, Employees and Directors, who
can help in the company's growth and success and to provide an effective means
of compensation for such persons and entities providing services to the Company
in lieu of cash payments therefore. The Plan became effective as of the 11th day
of August, 2003, and shall expire on the 10th day of August, 2008, unless
further extended by appropriate action of the Board of Directors. The Board of
Directors of the Company may at any time, by appropriate action, suspend or
terminate the Plan, or amend the terms and conditions of the Plan.

The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

Additional information regarding the plan and its administrators may be
obtained by contacting Harry Winderman, Esq., at 2255 Glades Road, Boca Raton,
Suite 218A FL 33431 or by phone at 561-241-0332. The Plan shall be administered
by a "Compensation Committee" which shall consist of not less than two members
appointed by the Board of Directors, but who need not be members of such Board,
and all of whom shall be disinterested persons. The term "disinterested person"
shall mean a person who, at the time he or she exercises discretion in
administering the Plan, has not at any time one-year prior thereto been issued
shares of Common Stock pursuant to the Plan. The Board of Directors may from
time to time and in its sole discretion remove members from or add members to
the Committee. Vacancies, however caused, shall be filled by the Board of
Directors. The Committee may act at a meeting, including telephonically, in
which a majority are present, or by written consent of a majority of the
Committee. The Committee shall have the authority to construe and interpret the
Plan, to define the terms used herein, and to review, deliberate and act upon
the written recommendations of the Chief Executive Officer of the Company with
respect to shares of Common Stock proposed to be issued pursuant to the plan.
All determinations and interpretations made by the Committee shall be binding
and conclusive upon all participants in the Plan and on their legal
representatives and beneficiaries.

Securities to be Offered

This Form S-8 relates to 47,499,000 shares of common stock, par value
$0.01 per share, of The Finx Group, Inc., which may be issued upon the exercise
of stock options or stock grants made pursuant to the Plan. We have authorized
750,000,000 of our $0.01 par value common stock. As of August 11, 2003 there
were 498,026,474 shares of Common Stock outstanding and there were approximately
4,000 holders of record of the Company's common stock. The Company has not paid
dividends on common stock and does not anticipate paying dividends in the
foreseeable future. The Company intends to retain future earnings, if any, to
finance the expansion of its operations and for general corporate purposes,
including future acquisitions. As of August 11, 2003, 114,473,456 shares of the
Company's Common Stock are restricted of which 11,466,480 are eligible for sale
under Rule 144 promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under Rule 144, a
person (or persons whose shares are aggregated), who has satisfied a one-year
holding period, under certain circumstances, may sell within any three-month
period, a number of shares which does not exceed the greater of one percent of
the then outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.

Employees Who May Participate in the Plan

Consultants, Advisors, Employees and Directors, to the Company, or any
of its subsidiary corporations, shall be eligible for participation in the Plan.
Each person or entity acquiring shares of Common Stock pursuant to the Plan
shall be acquiring such shares for investment purposes only, and in lieu of cash
compensation for services rendered to the Company.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Committee shall determine the manner in which each option or stock
grant shall be exercisable and the timing and form of the purchase price to be
paid by a grantee upon the exercise of an option or stock grant under the Plan.
To the extent provided in the option agreement, payment of the purchase price
may be in cash, part in cash, part by personal promissory note or in lieu of
payment for services performed.

Item 2. Registrant Information and Stock Purchase Plan Annual Information

The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the Commission's public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Commission filings are also available to the public from the
Commission's web site at http://www.sec.gov. The Commission allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to
another document filed separately with the Commission. The information
incorporated by reference is considered to be part of this registration
statement, and later information that we file with the Commission will
automatically update this registration statement.

Item 2. Registrant Information.

Omitted as permitted pursuant to Rule 428 and Form S-8.

PROSPECTUS

THE FINX GROUP, INC.

24,000,000 SHARES COMMON STOCK

This Prospectus relates to an aggregate of up to 24,000,000 shares (the
"Shares") of Common Stock, $0.01 par value per share (the "Common Stock"), of
The Finx Group, Inc., a Delaware corporation (the "Company"), which may be
offered for sale from time to time by the selling stockholder (the "Selling
Stockholder") named herein. The Shares are shares purchasable by the Selling
Stockholder from the Company under the terms of an option granted to the Selling
Stockholder under the Company's The Finx Group, Inc. 2003 Stock Compensation
Plan (the "Plan").

The Selling Stockholder and any brokers executing selling orders on
behalf of the Selling Stockholder may be deemed to be "underwriters" for
purposes of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act. See "PLAN OF DISTRIBUTION."
The Company will pay all expenses incident to the offering and sale of the
Shares to the public other than commissions and discounts of underwriters,
dealers or agents. The Company and its subsidiaries will receive none of the
proceeds of this offering.

There is no assurance that the Selling Stockholder will sell any or all
of the Shares. The Company's Common Stock trades on the National Association of
Securities Dealers, Inc.'s Over the Counter Bulletin Board ("OTC Bulletin
Board") under the symbol "FXGP". On August 11, 2003, the closing price of the
Company's Common Stock was $0.0035 per share on the OTC Bulletin Board.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UP ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized in connection with the offering made
hereby to give any information or to make any representation not contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any subsidiary or
any underwriter. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is current as of any date subsequent to the date
hereof.

One or more supplements to this Prospectus may be filed pursuant to
Rule 424, or otherwise, under the Securities Act to describe any material
arrangements for sale of the Shares differing from the arrangements described
herein, if such arrangements are entered into by the Selling Stockholder.

The date of this Prospectus is August 11, 2003.

TABLE OF CONTENTS

Available Information 5
Documents Incorporated by Reference 5
General Information 5
Selling Stockholder 7
Plan of Distribution 8
Indemnification 8
Risk Factors 8

AVAILABLE INFORMATION

The Company files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
reports, proxy statements and other information concerning the Company may be
inspected and copies may be obtained at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, as
well as at the following regional offices: New York Regional Office, Seven World
Trade Center, 13th Floor, New York 10048; and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, reports, proxy
statements, and other information concerning the Company may be reviewed at the
Commission's site on the World Wide Web service of the Internet, at
http:\\www.sec.gov.

The Company has filed with the Commission a registration statement on
Form S-8 (of which this Prospectus is a part) under the Securities Act with
respect to the securities offered hereby (the "Registration Statement"). This
Prospectus does not include all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For additional information, reference is made to
the Registration Statement, including the exhibits filed therewith. Such
information may be inspected, and copies thereof may be obtained, at the places
and in the manner set forth above.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Company filed with the Commission are
incorporated by reference into this Prospectus:

1. Our quarterly report on Form 10-QSB for the quarterly period ended
March 31, 2003 (File No. 000-09940 and filing date of May 20, 2003).

2. Our annual report on Form 10-KSB/A for our fiscal year ended December
31, 2002 (File No. 000-09940 and filing date of June 27, 2003).

All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be
incorporated in this Prospectus by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated in this Prospectus by reference modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus

The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of such
person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such information). Requests for such
copies should be directed to the Office of the Secretary, The Finx Group, Inc.,
21634 Club Villa Terrace, Boca Raton, FL 33433, or by calling (561)-241-0332.

GENERAL INFORMATION

The Company, through its wholly owned subsidiary Secured Portal
Systems, Inc. ("SPS"), is a security systems company engaged in the development,
marketing and sale of a wide range of physical and software security products
including secured entrance systems and smart card access software programs. The
Company's goal is to develop and acquire marketing rights for a wide variety of
security products in order to capitalize on the growing market for such
products.

On September 13, 1999, the Company, entered into an exclusive
distribution agreement with GIL Security Systems, Inc. ("GIL"). GIL is engaged
in the manufacture and sale of security entrance systems for use as a security
device by a variety of customers at airports, federal buildings, court houses,
embassies, correctional facilities, schools, governmental operations, department
stores and other retail outlets. GIL is a subsidiary of Georal International,
Ltd. ("Georal") and holds all world-wide rights related to the intellectual
property related to the GIL security systems, including trademarks, patents and
technology, as licensed to it by Alan J. Risi, the controlling owner of both GIL
and Georal. The exclusive distribution agreement gives the Company distribution
rights for the sale of GIL's security entrance systems to certain categories of
customers. The products covered by the exclusive distribution agreement includes
all of GIL's products that existed on September 13, 1999 and all products

developed during the term of the exclusive distribution agreement including all
models of the GIL-2001 security door. The categories of customers covered by the
exclusive distribution agreement includes the United States Treasury Department,
the United States Central Intelligence Agency and all other United States
Government intelligence agencies, the United States National Security Agency,
the United States Defense Intelligence Agency, the United States Department of
the Navy, the United States Air Force, the United States Army, all United States
Federal Courts and all United States Embassies, all department stores and retail
stores located in the United States (including all retail stores located in
foreign countries which are part of a retail store chain which is based in the
United States), the Government of Israel, NCR Corp. and Sun Microsystems, Inc.
The exclusive distribution agreement commenced on September 1, 1999 and had an
initial expiration date of August 31, 2004 which was later extended to August
31, 2009 and subsequent to September 30, 2002 was again extended to August 31,
2014.

On December 11, 2001, the GIL 2001 security door received certification
by the U.S. State Department. On February 21, 2002, the exclusive licensing
agreement was amended whereby the categories of customers was expanded to
include all financial institutions around the world and whereby the Company
received a right of first refusal to be the exclusive distributor for sales to
any governmental body in the world which is not currently included in the
exclusive licensing agreement as a protected customer. On May 16, 2002, the
exclusive licensing agreement for the Georal security systems was further
amended whereby the exclusive distribution agreement was expanded to give the
Company exclusive world wide sales and marketing rights, for the term of the
agreement extending to all casinos, malls, stadiums, office buildings and high
rises. On September 9, 2002, the exclusive licensing agreement was expanded to
include World Wide rights to all Airports, Airport Authorities, Schools and
Education Centers.

On October 16, 2002, the exclusive licensing agreement was amended to
provide the Company with the following: (i) the right to receive forty percent
of all maintenance revenues generated from service contracts obtained from the
Company's protected customer base; (ii) the right to share with Georal, any
leasing revenues generated from leasing contracts related to the GIL-2001
security door; (iii) the right to renegotiate the discount received by the
Company from its licensor at such time as the gross sales generated under the
licensing agreement reaches $5 million; and (iv) extended the term of the
agreement an additional five years, to September 18, 2014.

On December 13, 2002 the Company entered into a memorandum of
understanding incorporating a reseller agreement with TRW, Inc., which has been
acquired by Northrop Grumman Corp. and is now operating as Northrop Grumman
Mission Systems. The agreement gives Northrop Grumman Mission Systems the right
to market Georal Security Products to the Federal Government and other
significant commercial opportunities. On March 26, 2003, the Company entered
into a distribution and marketing agreement with Lockheed Martin. The agreement
gives Lockheed Martin worldwide rights to market the Georal Security Products.
In April 2003, the Company entered into reciprocal marketing agreements with
Advanced Biometric Security, Inc. ("ABS") which provide both the Company and ABS
with non-exclusive marketing rights for each others security product lines. ABS
provides enterprise software and services related to identity management and the
security of physical and logical assets. In July 2003, the Company entered into
a representation agreement with Thacher Associates, LLC, a New York based
consulting company which provides consulting services to corporate security
companies, and who will market the Company's security products..

SELLING STOCKHOLDERS

The following table sets forth, as of August 11, 2003, the name of the
Selling Stockholders, the nature of any position, office or other material
relationship which the Selling Stockholders have had within the past three years
with the Company and its affiliates, the number of shares of Common Stock owned
by the Selling Stockholders prior to the offering described herein, the number
of Shares that may be offered and sold for the Selling Stockholders' account and
the amount and percentage of Common Stock to be owned by the Selling Stockholder
after completion of the offering described herein:

Common Stock to
Common Stock Be Owned After
Prior to the Shares to Be the Offering
Name and Position Offering Sold(1) Number Percent(2)
----------------- -------- -------- ------ -------
Lewis S. Schiller,
Chief Executive Officer
and Member of the
Board of Directors(3) 775,692,000 (3) 10,000,000 765,692,000 60%
Storm Morgan Giblin(4) 41,940,527 (4) 14,000,000 27,940,527 5%

(1) Shares issuable to the Selling Stockholder upon exercise of options or stock
grants granted by the Company are included, whether or not such options are
presently exercisable.

(2) The "Percent of Common Stock Outstanding" is based on the 559,526,474 shares
of common stock outstanding as of August 11, 2003 and the assumption that the
related beneficial owner had converted or exercised all potential common stock
related to that beneficial owner if such beneficial owner had a right to do so
within 60 days after August 11, 2003.

(3) Lewis S. Schiller was appointed Chief Executive Officer and Chairman of the
Board of the Company on April 28, 1999. Mr. Schiller also serves as an officer
and director of Secured Portal Systems, Inc. For more than five years prior to
his resignation on April 2, 1998, Mr. Schiller served as Chief Executive Officer
and Chairman of the Board of The Sagemark Companies, Ltd. and all of its public
and privately held subsidiaries. Mr. Schiller is deemed an affiliate and his
beneficial ownership of common stock includes 40,202,300 shares directly owned
by Lewis S. Schiller, 10,000,000 shares issuable upon the exercise of stock
options issued to Mr. Schiller, 20,000,000 shares issuance upon the exercise of
warrants and 715,489,700 shares beneficially owned by The Trinity Group-I, Inc.
The Trinity Group-I, Inc. is wholly owned by Mr. Schiller and accordingly, Mr.
Schiller is the natural person considered to be the beneficial owner of The
Trinity Group-I, Inc. As a result, Mr. Schiller's beneficial ownership includes
10,013,510 shares directly owned by The Trinity Group-I, Inc. and 705,476,190
shares from the assumed conversion of the Series B preferred stock. In May of
2001, The Trinity Group-I, Inc. exchanged $2,000,000 of debt for 20,000 shares
of Series B preferred stock of which 14,815 are held by The Trinity Group-I,
Inc. as of August 11, 2003. Each share of the Series B preferred stock is
convertible into common stock shares as calculated by dividing $100 by the
lowest price that the Common Stock trades during the period that the Series B
preferred stock is outstanding which was $0.0021 as of August 11, 2003
[$1,481,500 / $0.0021 = 705,476,190]. Each share of the Series B. Preferred
Stock votes alongside of common stock shares on an if converted basis. None of
the shares of Series B Preferred Stock or Common Stock are held jointly by The
Trinity Group-I, Inc and Mr. Schiller.

(4) Storm Morgan Giblin has been a sales and marketing consultant for the
Company since September 2001 and his beneficial ownership of common stock
includes 27,940,527 directly owned by him and 14,000,000 shares issuable upon
the exercise of stock options.

PLAN OF DISTRIBUTION

The selling stockholders named under the caption "Selling Stockholders" may sell
up to 24,000,000 shares of common stock from time to time. These selling
stockholders may sell their shares

* On the OTC Bulletin Board.

* To a broker-dealer, including a market maker, who purchases the
shares for its own account.

* In private transactions or by gift.

The selling stockholders may also pledge their shares from time to
time, and the lender may sell the shares upon foreclosure.

The selling stockholders may sell the shares at a negotiated price or
at the market price or both. They may sell their shares directly to the
purchasers or they may use brokers. If they use a broker, the selling
stockholders may pay a brokerage fee or

commission or they may sell the shares to the broker at a discount from the
market price. The purchasers of the shares may also pay a brokerage fee or other
charge. The compensation to a particular broker-dealer may exceed customary
commissions. We do not know of any arrangements by any of the selling
stockholders for the sale of any of their shares.

The selling stockholders and broker-dealers, if any, acting in
connection with sales by the selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.

We have advised the selling stockholders that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
their sales in the market. We have furnished the selling stockholders with a
copy of Regulation M, and we have informed them that they should deliver a copy
of this prospectus when they sell any shares.

There is no assurance that the Selling Stockholder will sell any or all
of the Shares offered hereby.

The Company will pay all expenses incident to the offering and sale of
the Shares to the public other than commissions and discounts of underwriters,
dealers or agents.

INDEMNIFICATION

Section 145 of the Delaware General Corporation Law and the Company's
Bylaws provide for the indemnification under certain conditions of directors,
officers, employees or agents.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the Delaware General Corporation Law, the Company's ByLaws
or otherwise, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

RISK FACTORS

We Have a History of Losses and Cash Flow Deficits

We have incurred significant operating losses during each of the two
years ended December 2002 and as of December 31, 2002 we have a capital
deficiency of $3.8 million. We expect to incur additional losses during the time
period in which we are developing products and markets for our subsidiaries and
we cannot be assured of when, if ever, our operations will become profitable or
the extent of any future profitability. We also cannot be assured that the
current trends of negative cash flow and increased losses and expenses
(including compensation expense charges that may result from the issuance of our
securities in the future) will not continue or, if so, for how long.

The Market for Our Common Stock is Limited

Currently, our common stock trades on the National Association of
Securities Dealers Automated Quotation System Over-the-Counter Bulletin Board
(the "NASDAQ Bulletin Board"). By its nature, the NASDAQ Bulletin Board is a
limited market and investors may find it more difficult to dispose of our
securities, which are owned by them. Currently, we do not meet the financial and
other requirements for a NASDAQ SmallCap, listing. Apart from specific financial
criteria that we would have to comply with in order to obtain such listing,
there are other corporate governance criteria that must be satisfied in order to
obtain any such listing. Among such corporate governance requirements is the
requirement that there be no disparity in the voting rights of the holders of
the common stock. At the present time, The Trinity Group-I, Inc. owns all of the
outstanding shares of our Series A preferred stock. The holder of our Series A
preferred stock has the right to elect a majority of the Board of Directors. The
NASDAQ may consider the issuance of the Series A preferred stock as a violation
of their voting rights rules and policy. The failure to comply with NASDAQ's
voting rights rules or policy or any of its other applicable regulations
relating to transactions engaged in by us may result in sanctions. Any such
actions by NASDAQ could further limit the market for our common stock.

Trading in Our Securities May Be Restricted Due to Compliance with Applicable
Penny Stock Regulations

Broker-dealer practices in connection with transactions in "penny
stocks" are regulated by certain penny stock rules and regulations adopted by
the SEC. Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on NASDAQ provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). The penny stock rules require a broker-

dealer, prior to a transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. These
rules also impose additional sales practice requirements on broker-dealers which
sell such securities to persons other than established customers or
institutional accredited investors. For transactions covered by this rule,
broker-dealers must also make a special suitability determination for the
purchaser and receive the purchaser's written consent to the transaction prior
to a sale. Consequently, the application of this rule to the trading of our
common stock may affect the ability or willingness of broker-dealers to sell our
securities and adversely affect market liquidity for such securities.

Our Company is Subject to Control by a Principal Stockholder

Trinity Group-I, Inc. has advanced significant funds to us and our
subsidiaries and owns a controlling interest in our equity. The Trinity Group-I,
Inc. is solely owned by Lewis S. Schiller, our Chairman of the Board and Chief
Executive Officer. All of the shares of The Trinity Group-I, Inc. owned by Lewis
S. Schiller are pledged to an entity controlled by Carol Schiller, the wife of
Lewis S. Schiller. In addition, Douglas Schiller, Linda Schiller and Blake
Schiller, the adult children of Lewis S. and Carol Schiller, own interests in
our outstanding common stock. As of August 11, 2003, The Trinity Group-I, Inc.
owns 10,013,510 shares of common stock. In addition, The Trinity Group-I, Inc.
owns 14,815 shares of our outstanding Series B preferred stock, which as of
August 11, 2003, is convertible into 705,476,190 shares of our common stock. The
Trinity Group-I, Inc. also owns all of our Series A preferred stock which gives
it the right to elect a majority of our Board of Directors. This concentration
of ownership and voting rights could delay or prevent a change of control. In
addition, Lewis S. Schiller could elect to sell all, or a substantial portion,
of his equity interest in The Trinity Group-I, Inc. to a third party. In the
event of such a sale by Mr. Lewis S. Schiller, such third party may be able to
control our affairs in the same manner that Lewis S. Schiller is able to do so
by virtue of his ownership of The Trinity Group-I, Inc. Any such sale may
adversely affect the market price of our common stock and could adversely affect
our business, financial condition or results of operations.

A Significant Portion of the Net Proceeds of Any Potential Financing May Be Used
for the Payment of Related Party and Other Indebtedness and for Salaries of
Executives and Key Personnel

The Trinity Group-I, Inc. and Lewis S. Schiller have advanced
significant funds to us. Also, Lewis S. Schiller and Grazyna B. Wnuk are owed
accrued salaries as of December 31, 2002 of approximately $2 million. A portion
of the proceeds of any potential financing may be used to repay some or all of
the amounts owed to these related parties. In addition, it is possible that a
substantial portion of the proceeds from any potential financing would be
allocated for general corporate purposes, including working capital, would be
used to pay the salaries of certain of our officers and other key personnel and
consultants.

We Require Additional Financing for Our Business Activities

We currently have limited operating capital and our inability to obtain
a significant financing may adversely affect our business and no assurances are
made that any such financing will occur, or that if any financing is completed,
that additional financing will not be required.

We Have Granted Significant Benefits Under Certain Existing and Proposed
Employment Agreements

Lewis S. Schiller, our Chairman of the Board and Chief Executive
Officer, and Grazyna B. Wnuk, our Vice President, Secretary and a Director have
employment agreements with us. These employment agreements provide significant
benefits to each of them. The terms of these agreements were determined by our
management, who are also parties to these agreements.

Rapid Technological Change Could Render Certain of Our Products and Proposed
Products Obsolete or Non-Competitive

Major technological changes can occur rapidly in the security
industries. It is entirely possible that newer technologies, techniques or
products will be developed with more capabilities and better performance than
our present and proposed products. The development by competitors of new or
improved technologies, techniques or products may make our present or planned
products obsolete or non-competitive.

We Cannot Predict Market Acceptance for Our Proposed Products

All of our security products that we currently offer and may develop in
the future may not gain market acceptance. The degree of acceptance of our
existing security products and any security products that we may develop in the
future will depend upon numerous factors, including demonstration of the
advantages, uniqueness and reliability of such products, their cost
effectiveness, the potential barriers to market entry by alternative products,
marketing and distribution support and the financial ability and credibility of
such entities.

The Business in Which We Are Engage in May Be Subject to Intense Competition

We may face intense competition from numerous companies which are
developing, producing and marketing products for securing access to buildings
and facilities which will directly compete with our products. We intend to
distribute a security access or entrance system to customers which include
government and other institutional purchasers who have been serviced by vendors,
which have established and tested security products and systems that have become
recognized and accepted in this industry. The type of security system that we
will offer to our customers is subject to technological change and compliance
with product specifications established by our intended customers. New entrants
in this industry must establish product reliability through testing and use in
order to gain widespread commercial acceptance of such products. Many of our
potential competitors may have greater financial, technical, personnel and other
resources than we do and that we expect to have in the foreseeable future. We
cannot provide any assurances that we will be able to compete effectively with
any of such competitors.

The Board of Directors May Issue Additional Preferred Stock in the Future

We are authorized to issue up to 1,000,000 shares of preferred stock,
$.01 par value (the "Preferred Stock"). The Preferred Stock may be issued in one
or more series, the terms of which may be determined at the discretion of our
Board of Directors, without further approval of the stockholders. Among the
rights of the holders of any additional Preferred Stock that may be authorized
by the Board of Directors are rates of dividends, voting rights, terms of
redemption, amounts payable upon liquidation, sinking fund provisions and
conversion rights. One of the effects of any such additional Preferred Stock
that may be issued in the future may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control of the
Company by means of a tender offer, proxy contest, merger or otherwise and
thereby protect the continuity of our current management. The terms of any such
additional Preferred Stock that may be issued in the future could adversely
affect the rights of the holders of common stock. Accordingly, the issuance of
any such shares of Preferred Stock may discourage bids for the common stock or
adversely affect the market price of the common stock.

A Substantial Number of Our Shares of Common Stock Will Be Available for Future
Sale in the Public Market

As of August 11, 2003, approximately 114,473,456 shares of our
outstanding common stock are "restricted securities" as that term is defined in
Rule 144 promulgated under the Securities Act and in the future may be sold only
pursuant to an effective Registration Statement under the Securities Act, in
compliance with the exemption provisions of Rule 144 or pursuant to another
exemption under the Securities Act. Furthermore, any shares that are issued upon
the exercise of any outstanding warrants or options will be eligible for sale,
without registration under Rule 144 (subject to the aforementioned volume
restrictions of the Rule) following the expiration of two years from the date of
issuance.

We Do Not Intend to Pay Any Dividends on the Common Stock in the Foreseeable
Future
We currently intend to retain all future earnings, if any, to finance
our current and proposed business operations and we do not anticipate paying any
cash dividends on our common stock in the foreseeable future. The holder of our
Preferred Stock have rights senior to the holders of common stock with respect
to any dividends. We may also incur indebtedness in the future that may prohibit
or effectively restrict the payment of cash dividends on our common stock.

The Liability of Our Officers and Directors to Us and Our Shareholders is
Limited

The applicable provisions of the Delaware Business Corporation Law and
our Certificate of Incorporation limit the liability of our officers and
directors to us or our shareholders for monetary damages for breaches of their
fiduciary duties to us, with certain exceptions, and for other specified acts or
omissions of such persons. In addition, the applicable provisions of the
Delaware Business Corporation Law and of our Certificate of Incorporation and
By-Laws provide for indemnification of such persons under certain circumstances.
As a result of these provisions, shareholders may be unable to recover damages
against our officers and directors for actions taken by them which constitute
negligence, gross negligence or a violation of their fiduciary duties and may
otherwise discourage or deter our shareholders from suing our officers or
directors even though such actions, if successful, might otherwise benefit us
and our shareholders.

Dependence on a Key Supplier

Georal International, Ltd. is the sole supplier of our primary security
product pursuant to a license which expires on August 31, 2014. Should Georal
International, Ltd. experience difficulty in providing product in a timely
manner, this could adversely affect our revenues and reputation in the market.
Additionally, the failure on the part of Georal International, Ltd. to develop
and manufacture or supply new or enhanced products that meet or anticipate
technological changes on a timely and cost-competitive basis could have a
materially adverse effect on our financial condition and results of operations.

Reliance on Management and Key Personnel and Consultants

While investors have voting rights, they will not be able to take a
direct role in the management of our operations. Our success is contingent on
the judgment and expertise of our directors and officers and on our being able
to attract and retain a senior management team, some of who are approaching
retirement age. Our success will also depend to a significant extent upon the
skills of certain key personnel and consultants. Our failure to attract
replacement or additional qualified employees or to retain the services of key
personnel or consultants could adversely affect our business.

We Could Be Subject to Potential Uninsured Liability

We intend to obtain liability, property and business interruption
insurance. We may not have sufficient funds with which to purchase and/or
maintain such insurance. We plan to operate in a professional and prudent manner
to reduce potential liability. Nevertheless, an uninsured claim against us, if
successful and of sufficient magnitude could have a material adverse effect on
us. In addition, the lack of or the inability to obtain insurance of the type
and in the amounts required could impair our ability to enter into certain
contracts, which may be, in certain instances, conditioned upon the availability
of adequate insurance coverage.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT AND NOT REQUIRED
IN PROSPECTUS

Item 3. Incorporation of Documents By Reference

We incorporate by reference the following documents listed below and
any future filings made with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of the
offering:

1. Our quarterly report on Form 10-QSB for the quarterly period ended
March 31, 2003 (File No. 000-09940 and filing date of May 20, 2003).

2. Our annual report on Form 10-KSB/A for our fiscal year ended December
31, 2002 (File No. 000-09940 and filing date of June 27, 2003).

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement, which indicates that all securities
offered hereunder have been sold, or which de-registers all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

You should rely only on the information incorporated by reference or
provided in this registration statement or any supplement. We have not
authorized anyone else to provide you with different information. We and the
selling stockholders will not make offers of these shares in any state where the
offer is not permitted. You should not assume that the information in this
registration statement or any supplement is accurate as of any date other than
the date on the front of those documents.

Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part or this registrations statement. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: The Finx Group, Inc., 21634 Club Villa
Terrace, Boca Raton, FL, 33431, telephone number (561) 447-6612.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests Of Named Experts And Counsel

The legality of the shares offered hereby has been passed upon for the
Company by Harry Winderman, Esq., at 2255 Glades Road, Suite 218A, Boca Raton,
FL 33431.

Item 6. Indemnification Of Directors And Officers

Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment

in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that despite the
adjudication of liability, such person is fairly and reasonably entitled to be
indemnified for such expenses which the court shall deem proper.

Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, (ii)
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled, and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
the members of its board of directors or governing body for breach of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as an injunction or rescission,
for breach of fiduciary duty. Our charter contains such a provision.

Our charter further provides that we shall indemnify our officers and
directors and, to the extent authorized by the board of directors, employees and
agents of ours to the fullest extent permitted by and in the manner permissible
under the laws of the State of Delaware.

This summary is subject to the General Corporation Law of the State of
Delaware, our charter and the by-laws and the agreements referred to above.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Unless otherwise noted the following exhibits have been filed with this
Form S-8.

4.1 The Finx Group, Inc. 2003 Stock Compensation Plan

5.1 Opinion of Harry Winderman, Esquire

5.2 Consent of Moore Stephens, PC, Independent auditors.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes;

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration Statement;

(iii) To include any additional or changed material information on
the plan of distribution.

Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if such information required in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the Exchange
Act.

(2) That, for the purpose of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

Signatures

The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on April 11, 2003.

The Finx Group, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/S/ Lewis S. Schiller
Chairman of the Board,
Chief Executive Officer and
Chief Accounting Officer
August 12, 2003

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on August 12, 2003.

The Finx Group, Inc

By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

Index to Exhibits

Unless otherwise noted the following exhibits have been filed with this Form
S-8.

4.1 The Finx Group, Inc. 2003 Stock Compensation Plan

5.1 Opinion of Harry Winderman, Esquire

5.2 Consent of Moore Stephens, PC, Independent auditors.

EXHIBIT 4.1

THE FINX GROUP, INC.

2003 Stock Compensation Plan

1. Purpose; Definitions.

The purpose of The Finx Group, Inc. 2003 Stock Compensation Plan (the
"Plan") is to enable The Finx Group, Inc. (the "Company") to attract, retain and
reward the key employees, directors and consultants as hereinafter set forth.

For purposes of the Plan, the following terms shall be defined as set
forth below:

(a) "Affiliate" means any corporation, partnership, limited liability
company, joint venture or other entity, other than the Company and its
Subsidiaries, that is designated by the Board as a participating employer under
the Plan, provided that the Company directly or indirectly owns at least 20% of
the combined voting power of all classes of stock of such entity or at least 20%
of the ownership interests in such entity.

(b) "Board" means the Board of Directors of the Company.

(d) "Commission" means the Securities and Exchange Commission or any
successor thereto.

(e) "Common Stock" means the Common Stock, par value $.01 per share, of
the Company or any class of common stock into which such common stock may
hereafter be converted or for which such common stock may be exchanged pursuant
to the Company's certificate of incorporation or as part of a recapitalization,
reorganization or similar transaction.

(f) "Company" means The Finx Group, Inc., a Delaware corporation, or
any successor corporation.

(g) "Eligible Persons" means persons who are natural persons and whose
services to the Company are not in connection with the offer or sale of
securities in a capital-raising transactions and do not directly or indirectly
promote or maintain a market for the Company's securities.

(h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

(i) "Non-Qualified Stock Option" means any Stock Option that is not an
incentive stock option as defined in Section 422 of the Code.

(j) "Plan" means this The Finx Group, Inc. 2003 Stock Compensation
Plan, as hereinafter amended from time to time.

(k) "Stock Grant" means an award of shares of Stock that is subject to
restrictions under Section 6 of the Plan.

(l) "Stock Option" or "Option" means any option to purchase shares of
Common Stock as set forth in Section 5 of the Plan.

(m) "Subsidiary" means any corporation or other business association,
including a partnership or limited liability company (other than the Company),
in an unbroken chain of corporations or other business associations beginning
with the Company if each of the corporations or other business associations
(other than the last corporation in the unbroken chain) owns equity interests
(including stock, partnership interests or membership interests in limited
liability companies) possessing 50% or more of the total combined voting power
of all classes of equity in one of the other corporations or other business
associations in the chain.

2. Administration.

The Plan shall be administered by a Committee of not less than two
directors of the Company who shall be appointed by the Board and who shall serve
at the pleasure of the Board. If, and to the extent that, no Committee exists
which has the authority to so administer the Plan, the functions of the
Committee specified in the Plan shall be exercised by the Board.

3. Common Stock Subject to Plan.

(a) The total number of shares of Common Stock reserved and available
for issuance under the Plan shall be forty -seven million and four hundred and
ninety-nine thousand (47,499,000) shares of Common Stock. In the event that
Options granted pursuant to said Section 4 shall for any reason terminate or
expire unexercised or Stock Grants granted pursuant to Section 6 shall be
forfeited, such number of shares of Common Stock shall be available for the
regrant pursuant to Stock Options or Stock Grants pursuant to the Plan.

(b) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, stock distribution, reverse
split, combination of shares or other change in corporate structure affecting
the Common Stock, such substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan and the Options, in the
number and option price of shares of Common Stock subject to outstanding
Options, as may be determined to be appropriate by the Committee, in its
reasonable discretion and consistent with generally accepted accounting
principles consistently applied, provided that the number of shares subject to
any Option shall always be a whole number.

4. Grant of Options. The Committee may grant Non-Qualified Stock Options
under the Plan to Eligible Persons. Options granted under the Plan shall be at
such exercise price as determined by the Committee, and shall have such term and
shall be exercisable in such installments as the Committee shall, in its sole
discretion, determine.

5. Exercise of Options.

(a) The Options may be exercised by payment of cash or of shares of
Common Stock having a value equal to the exercise price. The value of the Common
Stock shall mean the closing price of the Common Stock on the date the Option is
exercised.

(b) The Committee may at any time offer to buy out for a payment in
cash or Common Stock, any Option in whole or in part and without regard to
whether the Option is then exercisable on such terms and conditions as the
Committee shall establish and communicate to the Option Holder at the time that
such offer is made. Nothing in this Paragraph 5(b) shall require any Option
Holder to accept such offer.

6. Stock Grants.

(a) Administration. Shares of Stock Grant may be issued to Eligible
Persons either alone, in addition to or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan. The Committee shall
determine the Eligible Persons to whom, and the time or times at which, Stock
Grants will be made, the number of shares to be awarded, the price (if any) to
be paid by the recipient of a Stock Grant, subject to Paragraph 6(b) of the
Plan, the time or times within which such awards may be subject to forfeiture,
and all other terms and conditions of the awards. The Committee may condition
the grant of Stock Grant upon the attainment of specified performance goals or
such other factors as the Committee may, in its sole discretion, determine. The
provisions of Stock Grant awards need not be the same with respect to each
recipient.

(b) Awards and Certificates.

(i) The prospective recipient of a Stock Grant shall have
such rights with respect to such award as are determined by the Committee, and,
if requested by the Committee, unless and until such recipient has executed an
agreement evidencing the award and has delivered a fully executed copy thereof
to the Company, and has otherwise complied with the applicable terms and
conditions of such award.

(ii) The purchase price for shares of Stock Grant may be equal
to or less than their par value and may be zero. Stock Grants may be issued to
Eligible Persons in consideration for services rendered.

(iii) Awards of Stock Grant must be accepted within a period of
60 days (or such shorter period as the Committee may specify at grant) after the
award date, by executing a Stock Grant Award Agreement (if required by the
Committee) and paying the price, if any, required under Paragraph 6(b)(ii).

(iv) Each participant receiving a Stock Grant shall be issued
a stock certificate in respect of such shares of Stock Grant. Such certificate
shall be registered in the name of such participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award; provided, however, that if such Stock Grant is not
subject to restrictions, the certificate shall only have such legends, if any,
as may be required by applicable federal securities laws.

(v) If the Stock Grant is subject to restrictions, the
Committee shall require that (A) the stock certificates evidencing shares of
Stock Grant be held in the custody of the Company until the restrictions thereon
shall have lapsed, and (B) as a condition of any Stock Grant award, the
participant shall have delivered a stock power, endorsed in blank, relating to
the Stock Grant covered by such award.

(c) Restrictions and Conditions. The shares of Stock Grant awarded
pursuant to this Section 6 may, in the discretion of the Committee, be subject
to any one or more of the following restrictions and conditions:

(i) Subject to the provisions of the Plan and the award
agreement, during a period set by the Committee commencing with the date of such
award (the "Restriction Period"), the participant shall not be permitted to
sell, transfer, pledge or assign shares of Stock Grant awarded under the Plan.
Within these limits, the Committee, in its sole discretion, may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part, based on service, performance and/or such
other factors or criteria as the Committee may determine, in its sole
discretion.

(ii) Except as provided in this Paragraph 6(c)(ii) and
Paragraph 6(c)(i) of the Plan, the participant shall have, with respect to the
shares of Stock Grant, all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to receive any regular cash
dividends paid out of current earnings. The Committee, in its sole discretion,
as determined at the time of award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested,
subject to Paragraph 6(c)(v) of the Plan, in additional Stock Grant to the
extent shares are available under Section 3 of the Plan, or otherwise
reinvested. Stock dividends, splits and distributions issued with respect to
Stock Grant shall be treated as additional shares of Stock Grant that are
subject to the same restrictions and other terms and conditions that apply to
the shares with respect to which such dividends are issued, and the Committee
may require the participant to deliver an additional stock power covering the
shares issuable pursuant to such stock dividend, split or distribution. Any
other dividends or property distributed with regard to Stock Grant, other than
regular dividends payable and paid out of current earnings, shall be held by the
Company subject to the same restrictions as the Stock Grant.

(iii) Subject to the applicable provisions of the award
agreement and this Section 6, upon termination of a participant's employment
with the Company and any Subsidiary or Affiliate for any reason during the
Restriction Period, all shares still subject to restriction will vest, or be
forfeited, in accordance with the terms and conditions established by the
Committee at or after grant.

(iv) If and when the Restriction Period expires without a
prior forfeiture of the Stock Grant subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares, and other
property held by the Company with respect to such Restricted Shares, shall be
delivered to the participant promptly.

(v) The actual or deemed reinvestment of dividends or
dividend equivalents in additional Stock Grant at the time of any dividend
payment shall only be permissible if sufficient shares of Stock are available
under the Plan for such reinvestment (taking into account then outstanding Stock
Options, Stock Purchase Rights and other Plan awards).

7. Amendments. Neither this Plan nor the Options or Stock Grants granted
pursuant to this Plan may be amended, altered or discontinued as to any Option
Holder without the approval of the Option Holder or the holder of the Stock
Grant.

8. General Provisions.

(a) The Committee may require each person purchasing shares pursuant to
an Option to represent to and agree with the Company in writing that the
optionee or participant is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates or shares of Common Stock or other securities delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the

Commission, any stock exchange upon which the Common Stock is then listed, and
any applicable Federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.

(b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

(c) Neither the adoption of the Plan nor the grant of any award
pursuant to the Plan shall confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.

(d) No later than the date as of which an amount first becomes
includible in the gross income of an Option Holder for Federal income tax
purposes with respect to any Option, the Option Holder shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

9. Effective Date of Plan. The Plan shall be effective as of the date the
Plan is approved by the Board.

EXHIBIT 5.1

[LETTERHEAD OF HARRY WINDERMAN, ESQUIRE]

August 12, 2003

The Finx Group, Inc.
21634 Club Villa Terrace
Boca Raton, FL 33431

Re: Registration Statement on Form S-8 - The Finx Group, Inc. 2003 Stock
Compensation Plan

Gentlemen:

I have acted as counsel to The Finx Group, Inc. (the "Company"), a
Delaware Corporation, pursuant to a Registration Statement on Form S-8, as filed
with the Securities and Exchange Commission on or about August 12, 2003 (the
"Registration Statement"), covering an aggregate of 47,499,000 shares of the
Company's Common Stock, $0.01 par value (the "Common Stock") issuable pursuant
to the Company's 2003 Stock Compensation Plan.

In acting as counsel for the Company and arriving at the opinions as
expressed below, I have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as I have
deemed necessary or appropriate as a basis for the opinions expressed herein.

In connection with my examination I have assumed the genuineness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of natural persons and the conformity to original documents of
all documents submitted to us as certified or photostatted copies.

Based on the foregoing, and subject to the qualifications and
limitations set forth herein, it is our opinion that:

1. The Company has authority to issue the Common Stock in the manner
and under the terms set forth in the Registration Statement.

2. The Common Stock has been duly authorized and when issued, delivered
and paid for by recipients in accordance with their respective terms,
will be validly issued, fully paid and non-assessable.

I express no opinion with respect to the laws other than those of the
State of Delaware and Federal Laws of the United States of America, and we
assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.

I am furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose. Other than the Company no
one is entitled to rely on this opinion.

Very truly yours,

HARRY WINDERMAN, ESQUIRE

EXHIBIT 5.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The Finx Group, Inc.

We consent to incorporation by reference in the Registration Statement on Form
S-8 of our report dated May 8, 2003, relating to the audit of the financial
statements of The Finx Group, Inc. and subsidiaries included in its annual
report on Form 10-KSB for the year ended December 31, 2002, which has been
incorporated by reference in this registration statement on Form S-8.

MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
August 12, 2003