U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Amendment No. 1)
Quarterly Report under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004
Commission File No. 0-8924
Trinity Learning Corporation
(Exact name of small business issuer as specified in its charter)
Utah 73-0981865
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1831 Second Street, Berkeley, California 94710
(Address of principal executive offices)
(510) 540-9300
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by sections
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
As of May 7, 2004, 27,728,466 shares of the issuer's Common Stock, no par value
per share, were outstanding.
TRINITY LEARNING CORPORATION AND SUBSIDIARIES
Throughout this report, we refer to Trinity Learning Corporation, together with
its subsidiaries, as "we," "us," "our company," "Trinity" or "the Company."
THIS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2004, CONTAINS FORWARD-LOOKING
STATEMENTS, INCLUDING STATEMENTS ABOUT THE CONTINUED STRENGTH OF OUR BUSINESS
AND OPPORTUNITIES FOR FUTURE GROWTH. IN SOME CASES, YOU CAN IDENTIFY
FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS MAY, WILL, SHOULD, EXPECT,
PLAN, INTEND, ANTICIPATE, BELIEVE, ESTIMATE, PREDICT, POTENTIAL OR CONTINUE, THE
NEGATIVE OF SUCH TERMS OR OTHER COMPARABLE TERMINOLOGY. WE BELIEVE THAT OUR
EXPECTATIONS ARE REASONABLE AND ARE BASED ON REASONABLE ASSUMPTIONS. HOWEVER,
SUCH FORWARD-LOOKING STATEMENTS BY THEIR NATURE INVOLVE RISKS AND UNCERTAINTIES.
WE CAUTION THAT A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED TO THE
FOLLOWING, COULD CAUSE OUR BUSINESS AND FINANCIAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS: OUR ABILITY TO
SUCCESSFULLY INTEGRATE TOUCHVISION, INC. ("TOUCHVISION"), RIVER MURRAY TRAINING
PTY LTD ("RMT"), TRINITY LEARNING AS (F/K/A VIRTUAL LEARNING PARTNERS AS) SA
("VILPAS") , AND OUR MAJORITY INTERESTS IN AYRSHIRE TRADING LIMITED ("AYRSHIRE")
AND DANLAS LIMITED ("DANLAS"); DETERIORATION IN CURRENT ECONOMIC CONDITIONS; OUR
ABILITY TO PURSUE BUSINESS STRATEGIES; PRICING PRESSURES; CHANGES IN THE
REGULATORY ENVIRONMENT; OUTCOMES OF PENDING AND FUTURE LITIGATION; OUR ABILITY
TO ATTRACT AND RETAIN QUALIFIED PROFESSIONALS; INDUSTRY COMPETITION; CHANGES IN
INTERNATIONAL TRADE; MONETARY AND FISCAL POLICIES; OUR ABILITY TO INTEGRATE
FUTURE ACQUISITIONS SUCCESSFULLY; AND OTHER FACTORS DISCUSSED MORE FULLY IN
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS AND RISK FACTORS BELOW, AS WELL AS IN OTHER REPORTS SUBSEQUENTLY
FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION. WE ASSUME
NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets March 31, 2004, and June 30, 2003.
Consolidated Statements of Operations and Comprehensive Income
Three and Nine Months Ended March 31, 2004 and 2003.
Consolidated Statements of Cash Flows Three and Nine Months
Ended March 31, 2004 and 2003
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Controls and Procedures
2
TRINITY LEARNING CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
3
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Trinity Learning Corporation and Subsidiaries
Consolidated Balance Sheet
March 31, 2004 June 30, 2003
(Unaudited)
-------------- --------------
Assets
------
Current Assets
Cash $ 971,849 $ 86,511
Accounts Receivable, net 3,919,391 42,719
Interest Receivable - 41
Prepaid Expense and Other Assets 360,951 97,944
-------------- --------------
Total Current Assets 5,252,191 227,215
-------------- --------------
Property & Equipment (Note 3)
Furniture & Equipment 1,408,553 53,385
Accumulated Depreciation (253,058) (7,824)
-------------- --------------
Net Property & Equipment 1,155,495 45,561
-------------- --------------
Intangible Asset
Goodwill (Note 2) 1,914,881 524,800
Technology-Based Asset, net (Notes 2 and 4) 2,150,794 425,765
-------------- --------------
Net Intangible Assets 4,065,675 950,565
Note Receivable (Note 7) - 25,000
Restricted Cash (Note 2) 500,000 -
Prepaid Acquisition Costs 89,081 -
Other Assets 249,408 94,003
-------------- --------------
Total Assets $ 11,311,850 $ 1,342,344
============== ==============
Liabilities, Minority Interest and Stockholders' Equity
-------------------------------------------------------
Liabilities
Accounts Payable $ 2,538,840 $ 391,872
Accrued Expenses 1,278,347 270,270
Interest Payable - 63,987
Deferred Revenue (Note 1) 645,934 -
Notes Payable - Current (Note 9) 575,234 -
Notes Payable-Related Parties (Notes 8 and 9) 2,732,420 2,147,151
-------------- --------------
Current Liabilities 7,770,775 2,873,280
-------------- --------------
Notes Payable-Long Term (Notes 8 and 9) 240,074 -
-------------- --------------
Total Liabilities 8,010,849 2,873,280
-------------- --------------
Minority Interest 68,494 -
-------------- --------------
Stockholders' Equity
Preferred Stock, 10,000,000 Shares at No Par Value; No
Shares Issued and Outstanding - -
Common Stock, 100,000,000 Shares Authorized at No Par Value,
27,665,966 and 14,956,641 shares Issued and Outstanding,
Respectively 15,412,641 9,693,447
Conditionally redeemable common stock, 4,500,000 and 0
shares, respectively, at No Par Value 2,750,000 -
Accumulated Deficit (15,015,580) (11,188,913)
Subscription Receivable - (35,000)
Other Comprehensive Loss 85,446 (470)
-------------- --------------
Total Stockholders' Equity 3,232,507 (1,530,936)
-------------- --------------
Total Liabilities, Minority Interest and Stockholders' Equity $ 11,311,850 $ 1,342,344
============== ==============
4
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Operations
For Three Months Ended on For Nine Months Ended on
March 31 March 31
2004 2003 2004 2003
(Unaudited) (Unaudited)
---------------------------- ----------------------------
Revenue
Sales Revenue $ 4,280,305 $ 95,192 $ 7,442,802 $ 164,660
Cost of Sales (1,476,997) - (2,526,528) -
------------ ------------ ------------ ------------
Gross Profit 2,803,308 95,192 4,916,274 164,660
------------ ------------ ------------ ------------
Expenses
Salaries & benefits 2,993,436 369,222 5,211,883 673,001
Professional fees 282,402 252,907 843,088 758,336
Selling, general & administrative 906,423 104,039 2,238,386 362,232
Depreciation & amortization 289,462 3,229 745,582 5,675
------------ ------------ ------------ ------------
Total Expense 4,471,723 729,397 9,038,939 1,799,244
------------ ------------ ------------ ------------
Loss from Operations (1,668,415) (634,205) (4,122,665) (1,634,584)
------------ ------------ ------------ ------------
Other Income (Expense)
Interest Expense, net (72,699) (30,287) (107,521) (67,170)
Foreign Currency Gain(Loss) 520 - (4,463) -
------------ ------------ ------------ ------------
Total Other Income (Expense) (72,179) (30,287) (111,984) (67,170)
Minority Interest (443,560) - (407,982) -
------------ ------------ ------------ ------------
Loss Before Taxes (1,297,034) (664,492) (3,826,667) (1,701,754)
Taxes - - - -
------------ ------------ ------------ ------------
Net Loss $ (1,297,034) $ (664,492) $ (3,826,667) $ (1,701,754)
============ ============ ============ ============
Net Loss Per Common Share
Basic $ (0.05) $ (0.07) $ (0.17) $ (0.25)
============ ============ ============ ============
Diluted $ (0.05) $ (0.07) $ (0.17) $ (0.25)
============ ============ ============ ============
Weighted Average Shares Outstanding 26,103,667 9,194,774 21,920,228 6,838,345
============ ============ ============ ============
5
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Comprehensive Income
Three Months ended on Three Months Ended on
March 31, March 31,
2004 2003 2004 2003
(Unaudited) (Unaudited)
---------------------------- ----------------------------
Before Tax Amount After Tax Amount
Net Loss $ (1,297,034) $ (664,492) $ (1,297,034) $ (664,492)
Foreign Currency Translation Gain 151,573 - 151,573 -
------------ ------------ ------------ ------------
Comprehensive Loss $ (1,145,461) $ (664,492) $ (1,145,461) $ (664,492)
============ ============ ============ ============
Nine Months ended on Nine Months Ended on
March 31, March 31,
2004 2003 2004 2003
---------------------------- ----------------------------
Before Tax Amount After Tax Amount
Net Loss $ (3,826,667) $ (1,701,754) $ (3,826,667) $ (1,701,754)
Foreign Currency Translation Gain 85,444 - 85,444 -
------------ ------------ ------------ ------------
Comprehensive Loss $ (3,741,223) $ (1,701,754) $ (3,741,223) $ (1,701,754)
============ ============ ============ ============
6
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Cash Flows
For the Nine Months Ended on March 31,
2004 2003
(Unaudited)
-------------------------------
Cash flows from operating activities:
Net loss $ (3,826,667) $ (1,701,754)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization 745,582 5,675
Non-cash effect for business acquisitions and divestiture 620,518 132,325
Foreign currency translation loss 4,463 -
Minority interest (407,982) -
Stock compensation 194,777 -
Changes in current assets and liabilities, net of business
acquired and business sold:
Accounts receivable 262,317 33,526
Interest receivable 41 (2,792)
Prepaid expenses and other assets (333,294) 2,392
Accounts payable, deferred revenue and accrued expenses 1,310,800 (25,684)
Interest payable 20,097 59,261
------------- -------------
Net cash used by operating activities (1,409,348) (1,497,051)
------------- -------------
Cash flows from investing activities:
Payment for business acquisitions and divestiture, net of
cash acquired (3,187,301) -
Capital expenditures (186,593) (12,834)
------------- -------------
Net cash used by investing activities (3,373,894) (12,834)
------------- -------------
Cash flows from financing activities:
Repayments under short-term notes (500,000) -
Borrowing under short-term notes 793,247 990,621
Payments for financing fees (462,815) -
Conversion of bridge loan to common stock 836,000 -
Exercise of warrants and options 28,848 -
Proceeds from sale of common stock 4,973,300 558,713
------------- -------------
Net cash provided by financing activities 5,668,580 1,549,334
------------- -------------
Net increase in cash 885,338 39,449
Cash at beginning of period 86,511 1,632
------------- -------------
Cash at end of period $ 971,849 $ 41,081
============= =============
Supplemental information:
Issuance of common stock for business acquisitions $ 975,000 $ 75,000
============= =============
Issuance of convertible redeemable common stock $ 2,750,000 $ -
============= =============
Cancellation of common stock and convertible
notes payable pursuant to the sale of CBL $ (2,722,151) $ -
============= =============
Cancellation of subscriptions receivable $ (35,000) $ -
============= =============
7
Trinity Learning Corporation and Subsidiaries
Notes to the Financial Statements
(Unaudited)
March 31, 2004
NOTE 1. ACCOUNTING POLICIES
Overview
The accompanying unaudited interim consolidated financial statements and related
notes have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
the information and footnotes required by generally accepted accounting
principles for complete financial statements. These financial statements include
the accounts of Trinity and its consolidated subsidiaries. All significant
intercompany transactions and accounts have been eliminated in consolidation.
These unaudited interim consolidated financial statements should be read in
conjunction with the audited financial statements and related notes thereto
included in the Company's Transition Report on Form 10-KSB for the transition
period from October 1, 2002 to June 30, 2003. On August 6, 2003, our board of
directors approved a change in our fiscal year-end from September 30 to June 30
to align with those of the companies we had already acquired or were at that
time in the process of acquiring. The results of operations for the nine months
ended March 31, 2004, are not necessarily indicative of the operating results
for the full year and future operating results may not be comparable to
historical operating results due to our September 1, 2003 acquisitions of
TouchVision, Inc. ("TouchVision"); River Murray Training Pty Ltd ("RMT"); and
51% of the issued and outstanding shares of Ayrshire Trading Limited
("Ayrshire"), as well as our December 1, 2003 acquisition of Danlas Limited
("Danlas") and March 1, 2004 acquisition of Trinity Learning AS ("VILPAS").
Ayrshire owns 95% of the issued and outstanding shares of Riverbend Group
Holdings (Pty.) Ltd. ("Riverbend"). These companies are collectively referred to
as Riverbend. Danlas owns 51% of IRCA (Proprietary) Limited ("IRCA"). These
companies are collectively referred to as IRCA.
In the opinion of management, the accompanying unaudited interim consolidated
financial statements reflect all normal recurring adjustments that are necessary
for a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented.
The preparation of the Company's unaudited interim consolidated financial
statements in conformity with generally accepted accounting principles
necessarily requires it to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the balance sheet dates and the reported amounts of revenues
and costs during the reporting periods. Actual results could differ from those
estimates. On an ongoing basis, the Company reviews its estimates based on
information that is currently available. Changes in facts and circumstances may
cause the Company to revise its estimates.
Income (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss)
available for common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings (loss) per common share
("DEPS") is computed giving effect to all dilutive potential shares of common
stock issuable upon the exercise of conditionally redeemable shares, stock
options and warrants. DEPS is computed by dividing net income (loss) available
for common stockholders by the weighted-average common shares and dilutive
potential common shares that were outstanding during the period. Shares from the
conversion of the conditionally redeemable stock, and exercise of the
outstanding options and warrants were not included in the computation of DEPS,
because their inclusion would have been antidilutive for the nine months ended
March 31, 2004.
8
In accordance with the disclosure requirements of Statement of Accounting
Standards No. 128 ("SFAS 128"), "Earnings per Share," a reconciliation of the
numerator and denominator of basic and diluted income (loss) per common share is
provided as follows:
Three Months Ended Nine Months Ended
March 31, March 31,
2004 2003 2004 2003
---- ---- ---- ----
Numerator-Basic
Net (loss) available for common stockholders $ (1,297,394) $ (664.492) $ (3,826,667) $ (1,701,754)
Denominator-Basic
Weighted-average common stock outstanding 26,103,667 9,194,774 21,920,228 6,838,345
Basic (loss) per share $ (0.05) $ (0.07) $ (0.17) $ (0.25)
Numerator-Diluted
Net (loss) available for common stockholders $ (1,297,394) $ (664,492) $ (3,826,667) $ (1,701,754)
Denominator-Diluted
Weighted-average common stock outstanding 26,103,667 9,194,774 21,920,228 6,838,345
Effect of dilutive securities
Conditionally redeemable common stock - - - -
Stock options - - - -
Warrants - - - -
Diluted (loss) per share $ (0.05) $ (0.07) $ (0.17) $ (0.25)
Deferred Revenue
Deferred revenue in the accompanying consolidated balance sheets represents
advanced billings to clients in excess of costs and earnings on uncompleted
contracts. As of March 31, 2004 and June 30, 2003, deferred revenue was $645,934
and $0, respectively. The Company anticipates that substantially all such
amounts will be earned over the next twelve months.
Stock-Based Compensation
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 148 ("SFAS 148"), "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS 148 amends FASB
Statement 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent disclosure in both annual and interim financial statements of the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. SFAS 148 is effective for fiscal years,
including interim periods beginning after December 15, 2002, and thus, this
disclosure is included in the table below. SFAS 148 also requires disclosure of
pro-forma results on the interim basis as if the Company had applied the fair
value recognition provisions of SFAS 123. The Company implemented the fair value
based method of accounting for stock-based employee compensation during the
transition period from October 1, 2002 to June 30, 2003. See Note 11-Stock
Option Plan.
Goodwill and Other Intangibles Resulting from Business Acquisitions (In Part)
The Company adopted Statement of Financial Accounting Standard No. 142 ("SFAS
142"), "Goodwill and other Intangible Assets," at the beginning of fiscal 2003.
As required, the Company identified its reporting units and the amounts of
goodwill, other intangible assets, and other assets and liabilities allocated to
those reporting units. This Statement addresses the accounting and reporting of
goodwill and other intangible assets subsequent to their acquisition. SFAS
No.142 provides that (i) goodwill and indefinite-lived intangible assets will no
longer be
9
amortized, (ii) impairment will be measured using various valuation techniques
based on discounted cash flows, (iii) goodwill will be tested for impairment at
least annually at the reporting unit level, (iv) intangible assets deemed to
have an indefinite life will be tested for impairment at least annually, and (v)
intangible assets with finite lives will be amortized over their useful lives.
SFAS No. 142 requires that goodwill be tested for impairment upon adoption of
the Statement, as well as annually thereafter. The Company completed its
transitional goodwill impairment test during the third quarter of 2004 and had
no impairment losses. Other intangible assets deemed to have an indefinite life
are tested for impairment by comparing the fair value of the asset to its
carrying amount. The Company does not have other intangible assets with
indefinite lives. See Note 2 "Acquisitions and Divestitures" for more
information.
Recently Issued Accounting Standards
In June 2002, the FASB issued Statement of Financial Accounting Standard No. 146
("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal
Activities." SFAS 146 replaces Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)"
in its entirety and addresses significant issues relating to recognition,
measurement and reporting costs associated with an exit or disposal activity,
including restructuring activities. Under EITF Issue No. 94-3, a liability is
recognized, measured and reported as of the date of an entity's commitment to an
exit plan. Pursuant to SFAS 146, a liability is recorded on the date on which
the obligation is incurred and should be initially measured at fair value. SFAS
146 is effective for exit or disposal activities initiated after December 31,
2002. The Company adopted SFAS 146 on July 1, 2003. See Note 2 - Acquisitions
and Divestitures.
EITF Consensus Issue No.00-21 ("EITF 00-21"), "Revenue Arrangements with
Multiple Deliverables" was first discussed at the July 2000 EITF meeting and was
issued in February 2002. Certain revisions to the scope of the language were
made and finalized in May 2003. EITF 00-21 addresses the accounting for multiple
element revenue arrangements, which involve more than one deliverable or unit of
accounting in circumstances, where the delivery of those units takes place in
different accounting periods. EITF 00-21 requires disclosures of the accounting
policy for revenue recognition of multiple element revenue arrangements and the
nature and description of such arrangements. The accounting and reporting
requirements are effective for revenue arrangements entered into in fiscal
periods beginning after June 15, 2003. The Company has completed its initial
evaluation and adoption of EITF 00-21 does not have a significant impact on the
Company's financial statements. The Company continues its evaluation to
determine whether the reporting requirements of EITF 00-21 will impact the
Company's financial statements in the future.
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150
("SFAS 150"), "Accounting for Certain Instruments with Characteristics of Both
Liabilities and Equity." SFAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. As permitted, the Company
adopted SFAS 150 on September 1, 2003 and adoption of SFAS 150 did not have a
significant impact on the Company's financial statements.
Reclassifications
Certain reclassifications have been made to the 2003 financial statements and
notes to conform to the 2004 presentation with no effect on consolidated net
loss, equity or cash flows as previously reported.
10
NOTE 2 - ACQUISITIONS AND DIVESTITURES
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of TouchVision. In consideration for the TouchVision shares,
we issued an aggregate of 1,250,000 restricted shares of our common stock, of
which 312,500 shares are subject to the terms of an escrow agreement as
collateral for the indemnification obligations of the former TouchVision
shareholders. We also agreed to loan to TouchVision the sum of $20,000 per month
for the twelve-month period following closing, to be used for working capital.
We had previously loaned TouchVision the sum of $50,000 in June and July, 2003
by way of bridge financing pending completion of the acquisition. In connection
with the acquisition, TouchVision entered into substantially similar employment
agreements with each of Messrs. Gregory L. Roche and Larry J. Mahar, the former
principals of TouchVision, which have a term of two years and provide for annual
salaries of $120,000. In conjunction with the acquisition of TouchVision, we
issued 735,000 stock options pursuant to the 2002 Stock Plan at $0.50 per share.
On October 1, 2003, we advanced $150,000 to pay off a loan payable to a bank,
which was guaranteed by the Small Business Administration.
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of RMT. In consideration for the shares of RMT we issued
700,000 restricted shares of our common stock, of which 350,000 shares are
subject to the terms of an escrow agreement as collateral for the
indemnification obligations of the former RMT shareholders. We also loaned
US$49,000 to RMT for the purpose of repaying outstanding loans advanced to RMT
by its former shareholders.
On September 1, 2003, we completed the acquisition of 51% of the issued and
outstanding shares of Ayrshire that owns 95% of Riverbend. We also acquired the
option to purchase the remaining 49% of Ayrshire. In consideration for the
Ayrshire shares, we issued a convertible non-interest-bearing promissory note in
the amount of $20,000, which amount is convertible from time to time but no
later than December 30, 2006 into a maximum of 2,000,000 shares of our common
stock, which has been recorded as conditionally redeemable common stock in
stockholders' equity at $0.50 per share. Of these shares, up to 400,000 may be
withheld in satisfaction for any breach of warranties by the former shareholders
of Ayrshire. The Ayrshire shares are subject to escrow and pledge agreements
will be reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including, among
other things, a voluntary or involuntary bankruptcy proceeding involving us or
the failure by us to list our shares of common stock on a major stock exchange
by December 30, 2006.
As further consideration for the Ayrshire shares, we agreed to make a
non-interest-bearing loan of $1,000,000 to Ayrshire, $300,000 of which was
advanced at closing of the acquisition and $700,000 was advanced on November 3,
2003. We may exercise an option to acquire the remaining 49% of Ayrshire in
consideration for the issuance of 1,500,000 shares of our common stock, subject
to certain adjustments.
On December 1, 2003, we completed the acquisition of all the issued and
outstanding shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA. IRCA operates in South Africa, England and the United States through
various operating subsidiaries. Danlas also holds options to acquire the
remaining 49% of IRCA. In consideration for the Danlas shares, the Company (i)
issued three convertible promissory notes in the aggregate principal amount of
$40,000 and convertible under certain conditions into a maximum of 4,500,000
shares of the Company's common stock, (ii) agreed to advance $700,000 in cash to
establish an international sales force, (iii) provided $500,000 for certain bank
guarantees and, (iv) provided certain future profit thresholds are met, agreed
to issue up to an additional 1,000,000 shares of the Company's common stock. The
first promissory note for $20,000 convertible to 2,500,000 shares has been
classified as conditionally redeemable common stock at $0.50 per share. The
remaining $20,000 in promissory notes has been classified as intercompany note
payable and eliminated in the consolidation of the Company and its subsidiaries
at March 31, 2004. On May 13, 2004, Musca notified us of their intention to
convert two of the promissory notes for 51% and 23.9 % of the ownership of IRCA.
On March 1, 2004, we completed the acquisition of all the issued and outstanding
shares of VILPAS (f/k/a Virtual Learning Partners AS). In consideration for the
VILPAS shares we issued a convertible non-interest-bearing promissory note in
the principal amount of $500,000, which note is convertible from time to time
but no later than August 5, 2005 into a maximum of 1,000,000 shares of our
common stock, which has been recorded as conditionally redeemable common stock
in stockholders' equity at $0.50 per share. Of these shares, up to 20% may
11
be withheld in satisfaction for any breach of warranties by the former
shareholders of VILPAS. The VILPAS shares are subject to escrow and pledge
agreements and will be reconveyed to the former shareholders in the event of a
default by us of certain terms and conditions of the acquisition agreements,
including, among other things, a voluntary or involuntary bankruptcy proceeding
involving us or the failure by us to list our shares of common stock on a major
stock exchange by February 5, 2005, subject to a six-month extension in the
event a listing application is in process on such date. On May 11, 2004, VILPAS
notified us of their intention to convert the promissory note.
Purchased Intangible Assets
Changes in the net carrying amount of goodwill for the nine months ended March
31, 2004 are as follows:
Balance as of June 30, 2003 $ (524,800)
Goodwill acquired during the period $1,914,881
Goodwill divested during the period $ (524,800)
Balance as of March 31, 2004 $1,914,881
The Company completed its first transitional goodwill impairment test during the
third quarter of 2004 and had no impairment losses.
The values assigned to the technology-based intangible assets are considered
appropriate based on independent valuations. The technology-based intangible
assets are being amortized over varying periods, as indicated by independent
valuations, using the straight-line method. The following table sets forth the
Company's acquired other intangible assets at March 31, 2004 and June 30, 2003,
which will continue to be amortized:
2004 2003
---- ----
Gross Gross
Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying
Amount Amortization Amount Amount Amortization Amount
------ ------------ ------ ------ ------------ ------
Amortizable other
intangible assets:
Trade names and trademarks $ 429,841 $ 22,390 $ 407,451 $ - $ - $ -
Backlog 448,000 74,479 373,521 3,882 582 3,300
Current and Core Technology 414,579 48,395 366,184 584,002 166,321 417,681
Distributor Agreements 253,000 26,833 226,167 - - -
Customer Relationships 609,728 33,182 576,546 - - -
Other intangibles 222,894 21,969 200,925 5,628 844 4,784
Total $2,378,042 $ 227,248 $2,150,794 $ 593,512 $ 167,747 $ 425,765
Divestitures
In December, 2003, we sold our interests in CBL Global Corporation ("CBL
Global") and its Australian subsidiaries (collectively "CBL") to Messrs.
Scammell and Kennedy, the former owners of CBL. In conjunction with the
management buyout, we entered into a Settlement Agreement with respect to our
litigation with CBL. Pursuant to the terms of the agreement, we conveyed all of
our interest in CBL back to the former owners in exchange for surrender and
cancellation of 3,000,000 shares of Company stock issued to them in connection
with acquisition of CBL and the cancellation of $1,000,000 in convertible notes
payable to them. Also, as a result of the divestiture, $222,151 owed by CBL
Global to Messrs. Kennedy and Scammell is no longer an obligation of the
Company.
12
Pro Forma Results
The operating results of CBL, TouchVision, RMT, Danlas and our interest in
Ayrshire have been included in the accompanying consolidated financial
statements from the date of acquisition forward and, for CBL, up to the date of
divestiture. Accordingly, CBL business' results of operations were included from
October 1, 2002 to December 22, 2003. The business results of operations of RMT,
TouchVision and Ayrshire are included for the period September 1, 2003 through
March 31, 2004. The business results of operations for Danlas are included for
the period December 1, 2003 through March 31, 2004. The business results for
VILPAS will not be included for March 2004 until the fourth quarter 2004 as its
activity was de minimus to the Company's overall operating results.
The following unaudited pro forma financial information presents the combined
results of operations of the Company and TouchVision, RMT, Danlas and our
interest in Ayrshire as if these acquisitions had occurred at July 1, 2002. In
December 2003, we completed the sale of our interest in CBL to the former owners
of CBL. Accordingly, CBL's business operating results are not included in the
Company's combined unaudited pro forma financial information for the three and
nine month periods ended March 31, 2004, and 2003, respectively. The unaudited
pro forma financial information is not intended to represent or be indicative of
the consolidated results of the operations of the Company that would have been
reported had these acquisitions been completed as of the dates presented, nor
should it be taken as a representation of the future consolidated results of
operations of the Company.
Three Months Ended Nine Months Ended
March 31 March 31
----------------------------- ----------------------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues $ 4,098,199 $ 4,001,089 $ 11,471,661 $ 9,774,108
Operating Profit(Loss) $ (757,204) $ (324,829) $ (2,710,270) $ 187,966
Net Loss Available for Common Stockholders $ (885,644) $ (561,935) $ (3,168,635) $ (868,089)
Net Loss per Common Share
Basic $ (0.03) $ (0.02) $ (0.14) $ (0.04)
Diluted $ (0.03) $ (0.02) $ (0.14) $ (0.04)
Finalization of Purchase Price
Certain information necessary to complete the purchase accounting for VILPAS is
not yet available, including the completion of an independent valuation of its
intangible assets. Purchase accounting will be finalized upon receipt of this
independent valuation.
NOTE 3 - FIXED ASSETS
The Company capitalizes furniture and equipment purchases in excess of $5,000 or
at lower amounts based on local jurisdiction. Capitalized amounts are
depreciated over the useful life of the assets using the straight-line method of
depreciation. Scheduled below are the assets, cost, and accumulated depreciation
at March 31, 2004 and June 30, 2003, respectively and depreciation expense for
the nine months ended March 31, 2004 and 2003, respectively.
Asset Cost Depreciation Expense Accumulated Depreciation
3/31/04 6/30/03 3/31/04 3/31/03 3/31/04 6/30/03
Furniture & Equipment $ 1,408,553 $ 53,385 $ 406,503 $ 5,675 $ 253,058 $ 7,824
NOTE 4 - TECHNOLOGY-BASED INTANGIBLE ASSETS
The Company capitalized technology-based intangible assets in its acquisitions
of CBL, TouchVision, RMT, Danlas and Ayrshire ("acquisitions"). The amounts
capitalized were equal to the difference between the consideration paid for
acquisitions including any liabilities assumed and the value of the other assets
acquired, as indicated by independent valuations. Other assets were valued at
the current value at the date of the acquisitions including the net value of
fixed assets, historical price less accumulated depreciation, of $1,102,000. The
technology-based
13
intangible assets are being amortized over varying periods, as
indicated by independent valuations, using the straight-line method. Scheduled
below is the asset cost and accumulated amortization at March 31, 2004 and June
30, 2003, respectively, and amortization expense for the nine months ended March
31, 2004 and 2003, respectively:
Asset Cost Depreciation Expense Accumulated Depreciation
3/31/04 6/30/03 3/31/04 3/31/03 3/31/04 6/30/03
Intangible Asset $ 2,378,042 $ 593,512 $ 339,079 $ - $ 227,248 $ 167,747
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Total rental expense included in operations for operating leases for the nine
months ended March 31, 2004 and 2003, amounted to $463,260 and $30,029,
respectively. Certain lease rentals are subject to renewal options and
escalation based upon property taxes and operating expenses. These operating
lease agreements expire at varying dates through 2008.
Total Minimum Lease Commitments as of March 31, 2004:
Calendar Year Amount
---------------- ----------------
2004 $ 832,884
2005 856,040
2006 422,426
2007 273,186
Thereafter 680,940
----------------
Total $ 3,065,476
================
NOTE 6 - LEGAL PROCEEDINGS
On September 12, 2003, we filed a Complaint in the United States District Court
for the District of Utah, Central Division, against CBL Global (f/k/a CBL
Acquisition Corporation), and Robert Stephen Scammell, the sole shareholder of
CBL-California, (Case No. 2:03CV00798DAK) alleged, among other things, that
Scammell and CBL-California provided us with misstated financial statements
prior to our merger in October 2002 with CBL-California and CBL Global. On
September 18, 2003, we filed a First Amended Complaint and Jury Demand, which
added as defendants CBL Global and Brian Kennedy, the sole shareholder of
CBL-Australia. The First Amended Complaint alleged causes of action for
violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated there under, for violations of Section 20(a) of the Securities
Exchange Act of 1934, for declaratory relief and breach of contract, for common
law fraud, and for negligent misrepresentation.
The First Amended Complaint alleged, among other things, that the defendants
were advised by CBL-California's accountant on September 18, 2002 that
CBL-California's financial statements were misstated, and alleged that new
restated financial statements were issued on September 19, 2002. The First
Amended Complaint alleged, however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger.
In December, 2003, we sold our interests in CBL Global and its Australian
subsidiaries (collectively "CBL") to Messrs. Scammell and Kennedy, the former
owners of CBL. In conjunction with the management buyout, we entered into a
Settlement Agreement with respect to our litigation with CBL. Pursuant to the
terms of the agreement, we conveyed all of our interest in CBL back to the
former owners in exchange for surrender and cancellation of 3,000,000 shares of
Company stock issued to them in connection with acquisition of CBL and the
cancellation of $1,000,000 in convertible notes payable to them. Also, as a
result of the divestiture, $222,151 owed by CBL Global to Messrs. Kennedy and
Scammell is no longer an obligation of the Company.
14
NOTE 7 - NOTES RECEIVABLE
On June 5, 2003, we agreed to lend TouchVision $50,000 in two equal installment
of $25,000 each. Interest accrued on the unpaid principal amount of the note at
a rate equal to six percent per year. Interest accrued under the note is paid
annually, with the first payment due June 5, 2004. All unpaid principal and
interest are due June 29, 2005. At June 30, 2003, $25,000 had been advanced to
TouchVision and accrued interest totaled $41. Subsequent to the TouchVision
acquisition on September 1, 2003, this note receivable along with accrued
interest thereon was reclassified to intercompany notes receivable and
intercompany notes payable. Accordingly, these balances are eliminated in
consolidation of the Company and its subsidiaries at March 31, 2004.
NOTE 8 - RELATED PARTY TRANSACTIONS
From time to time, Ms. McPherson and Ms. Hayman, officers of RMT, have advanced
funds to RMT. The current balance of $15, 234 is due December 31, 2004 and
accrues interest at a rate of 6% per annum.
From time to time, certain shareholders of IRCA have advanced funds to IRCA. Of
the current balance of $2,326,021, $750,000 is non-interest bearing and due June
30, 2004; $40,000 is non-interest bearing and has no fixed terms of repayment
and the remaining amount due of $1,536,021 has no fixed terms of repayment and
bears interest at a Republic of South Africa Bank prime rate.
On December 17, 2003, amended on March 1, 2004, we entered into an agreement
with Titan Aviation Ltd ("Titan"), a Guernsey company, for the purpose of having
Titan act as a representative of IRCA. Mr. Martin Steynberg, a member of our
board of directors, is the managing director of Titan. Mr. Steynberg is a
shareholder in IRCA Investments (Proprietary) Limited which owns 49% of IRCA.
Under the revised terms of the agreement, we will pay Titan four million rand or
approximately $600,000 in May 2004.
On December 15, 2003, the Company's Board of Directors approved a payment of
$64,315 to Mr. William D. Jobe, a member of our board of directors, as
compensation for merger and acquisition services associated with our acquisition
of TouchVision.
From time to time certain shareholders of Riverbend have advanced funds to
Riverbend. The current balance of $392,179 is non-interest bearing and there are
no fixed terms for repayment.
On July 15, 2002, Trinity entered in a two-year Advisory Agreement with Granite
Creek Partners, LLC ("GCP") (formerly Kings Peak Advisors, LLC) with automatic
renewal for a 12-month period. Under the terms of the Advisory Agreement, GCP
agreed to provide the Company with general corporate, financial, business
development and investment advisory services on a non-exclusive basis. GCP is a
private company whose principals are Douglas Cole and Edward Mooney, who are
officers and directors of Trinity, and Mr. Swindells. The Advisory Agreement was
suspended in August 2003.
The Advisory Agreement provided that GCP would be compensated for its various
advisory services as follows: (i) for general corporate advisory services, an
initial retainer of $25,000 and a fee of $20,000 per month throughout the term
of the agreement, payable, at GCP's option, in shares of common stock at a price
per share equal to $0.025; (ii) for financial advisory services, a fee based on
10% of the gross proceeds of any equity financings and/or 1.5% of any gross
proceeds of debt financings that are completed by underwriters or placement
agents introduced by GCP, as well as any fees which may be due to GCP for its
assistance in identifying prospective investors pursuant to terms and conditions
of offering memoranda issued by the Company; (iii) for merger and acquisition
services involving a transaction resulting from a contact provided by GCP, a
sliding fee based on a percentage of the value of the transaction, subject to an
additional $100,000 bonus in the event the transaction is valued at $3,000,000
or more; (iv) in respect of general business development advisory services, a
fee to be negotiated with GCP based upon certain agreed-upon fee parameters
between the parties; and (v) in respect of debt, credit or leasing facilities, a
fee to be negotiated on a case-by-case basis.
15
Trinity acknowledged that it was indebted to GCP for prior services rendered
since April 1, 2002 in the amount of $30,000, up to 50% of which amount is
payable, at GCP's option, in shares of common stock at a price per share of
$0.025. The total number of shares of common stock issuable to GCP under the
Advisory Agreement may not exceed 4,400,000 shares. Through March 31, 2004, GCP
had earned a total of $315,000 under the Advisory Agreement, $110,000 of which
was converted into 4,400,000 shares of common stock in March 2003. Of the
balance of $205,000, $203,469 has been paid to GCP, leaving a balance owing at
March 31, 2004 of $1,531.
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with European American Securities, Inc. ("EAS") pursuant to which EAS
agreed to provide financial advisory and investment banking services to the
Company. Through March 31, 2004, EAS had earned a total of $807,716 under the
Advisory Agreement. Of the balance of $807,716, $431,421 has been paid to EAS
and $125,000 or 250,000 shares was paid to EAS in the Company's common stock in
January 2004, leaving a balance owing at March 31, 2004 of $376,295.
On August 8, 2002, Trinity formalized a Debt Conversion Agreement with Global
Marketing Associates, Inc. ("GMA"), holder of a convertible promissory note (the
"GMA Note") in the principal amount of $166,963, pursuant to which the principal
amount of the note, along with accrued interest thereon, was made convertible,
under certain conditions, into 3,200,000 shares of common stock. The GMA Note
was originally issued in November 2000 to the Company's former attorneys and was
subsequently acquired by Pacific Management Services, Inc., who assigned the
note to GMA; both entities are unrelated to Trinity. GMA subsequently assigned
the right to acquire 2,600,000 of the 3,200,000 shares of common stock into
which the note is convertible, to several persons, comprising Messrs. Cole,
Mooney, Swindells and EAS. Pursuant to the assignment, Messrs. Cole and Mooney
each acquired the right to acquire 600,000 shares of the common stock into which
the GMA Note is convertible and Mr. Swindells acquired the right to acquire
1,000,000 shares. Fifty percent of the shares issuable upon the conversion of
the GMA Note are subject to a two-year lock-up provision that restricts transfer
of such shares without prior written consent of Trinity's board of directors. As
of March 31, 2004, 3,200,000 shares of our common stock had been issued pursuant
to the terms of the GMA Note.
From time to time, since inception of our current operating strategy, Mr.
Swindells has provided short-term working capital loans on a non-interest
bearing basis. The principal may be converted into such other debt or equity
securities financings that we may issue in private offerings while the loan is
outstanding. In September 2003, we repaid $500,000 on the $925,000 note balance
then outstanding. In November 2003, the remaining balance of $425,000 was
converted in to 850,000 shares of common stock and issued to Mr. Swindells.
NOTE 9 - NOTES PAYABLE
On March 31, 2004, notes payable to accredited investors and related parties
totaled $3,546,531 as compared with $2,147,151 at June 30, 2003. The notes bear
interest between the rates of 0% and 12% per annum, some of which are secured by
our common stock. Certain notes are convertible into the Company's common stock.
The Company has the following notes payable obligations:
March 31, June 30,
2004 2003
--------------- --------------
Note payable to related parties; see Note 8 for due date, plus interest
payable at 6% per annum. $ 15,234 $ -
Unsecured note payable to a related party, IRCA Investments, non-interest
bearing, see Note 8 for due dates. 750,000 -
Unsecured note payable to a related party, IRCA Investments, non-interest
bearing and no fixed terms of repayment, see Note 8. 40,000 -
Unsecured notes payable to a related party, IRCA Investments, has no
fixed terms of repayment and bear interest at a rate of prime. See Note 8. 1,536,021 -
16
Unsecured notes payable, due to Hong Kong Credit Union, due February 5,
2005 and bears interest at 12% per annum. 250,000 -
Senior Convertible Bridge Notes, due in twelve months and bear interest
at 7% per annum. See Note 10. 310,000 -
Unsecured notes payable, due to Riverbend shareholders, has no fixed
terms of repayment and is non-interest bearing. See Note 8. 392,179 -
Borrowings under revolving line of credit issued by a bank, plus interest
payable at prime plus 2.625%. 99,950 -
Borrowings under revolving line of credit issued by a bank, plus interest
payable at prime plus 6.75%. 34,042 -
Borrowings under revolving line of credit issued by a third party
creditor, plus interest payable at prime plus 1.99%. 12,419 -
Notes payable to third party individuals, due September 1, 2006, plus
interest payable at 10% per annum. 93,649 -
Unsecured convertible notes payable due on December 1, 2003, see Note 8. - 925,000
Note payable to bank due October 29, 2004, plus interest payable annually
at 9.5%, secured by vehicle. 14,234 -
Unsecured notes payable to a related party, see Note 6. - 222,151
Convertible notes payable to a related party, see Note 6. - 1,000,000
-------------- --------------
Total Notes Payable 3,547,728 2,147,151
Less: Current Maturities 575,234 (2,147,151)
-------------- --------------
Related Parties and Long Term Notes Payable $ 2,972,494 $ -
============== ==============
NOTE 10 - STOCKHOLDERS' EQUITY
Between June and October 2003, we received subscriptions to our May 2003 Private
Placement Memorandum ("May 2003 PPM") totaling $4,973,300 from outside investors
to purchase 4,973,300 units at a price of $1.00 per unit. Each unit entitles the
holder to two shares of our common stock and two three year warrants, each to
purchase an additional share of common stock for $1.00 per share. If all
warrants are fully exercised by the holder of such warrants, a bonus warrant
will be issued entitling the holder to purchase one additional share of common
stock for $2.00. In connection with the May 2003 Private Placement, we issued to
various financial advisors, 567,160 additional shares of our common stock and
five-year warrants to purchase 200,050 shares of our common stock.
We completed the acquisition of all of the issued and outstanding shares of
TouchVision. In consideration for the TouchVision shares, we issued an aggregate
of 1,250,000 restricted shares of our common stock, of which 312,500 shares are
subject to the terms of an escrow agreement as collateral for the
indemnification obligations of the former TouchVision shareholders.
We completed the acquisition of all of the issued and outstanding shares of RMT.
In consideration for the shares of RMT we issued 700,000 restricted shares of
our common stock, of which 350,000 shares are subject to the terms of an escrow
agreement as collateral for the indemnification obligations of the former RMT
shareholders.
17
We completed the acquisition of 51% of the issued and outstanding shares of
Ayrshire that owns 95% of Riverbend. We also acquired the option to purchase the
remaining 49% of Ayrshire. In consideration for the Ayrshire shares, we issued a
convertible non-interest-bearing promissory note in the amount of US$20,000,
which amount is convertible from time to time, but no later than December 30,
2006, into a maximum of 2,000,000 restricted shares of our common stock, which
has been recorded as conditionally redeemable common stock in stockholders'
equity at $0.50 per share. Of these shares, up to 400,000 may be withheld in
satisfaction for any breach of warranties by the former shareholders of
Ayrshire. The Ayrshire shares are subject to escrow and pledge agreements will
be reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including, among
other things, a voluntary or involuntary bankruptcy proceeding involving us or
the failure by us to list our shares of common stock on a major stock exchange
by December 30, 2006.
On December 1, 2003, we completed the acquisition of all the issued and
outstanding shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA. Danlas also holds options to acquire the remaining 49% of IRCA. In
consideration for the Danlas shares, the Company (i) issued three convertible
promissory notes in the aggregate principal amount of $40,000 and convertible
into a maximum of 4,500,000 shares, under certain conditions, of the Company's
common stock, (ii) agreed to advance $700,000 in cash to establish an
international sales force, (iii) provided $500,000 for certain bank guarantees
and, (iv) provided certain future profit thresholds are met, agreed to issue up
to an additional 1,000,000 shares of the Company's common stock. The first
promissory note for $20,000 convertible to 2,500,000 shares has been classified
as conditionally redeemable common stock at $0.50 per share. The remaining
$20,000 in promissory notes has been classified as intercompany note payable and
eliminated in the consolidation of the Company and its subsidiaries at March 31,
2004. On May 13, 2004, Musca notified us of their intention to convert two of
the promissory notes for 51% and 23.9% of the ownership of IRCA.
On March 1, 2004, we completed the acquisition of all the issued and outstanding
shares of VILPAS.. In consideration for the VILPAS shares we issued a
convertible non-interest-bearing promissory note in the principal amount of
$500,000, which note is convertible from time to time but no later than August
5, 2005 into a maximum of 1,000,000 shares of our common stock, which has been
recorded as conditionally redeemable common stock in stockholders' equity at
$0.50 per share. Of these shares, up to 20% may be withheld in satisfaction for
any breach of warranties by the former shareholders of VILPAS. The VILPAS shares
are subject to escrow and pledge agreements will be reconveyed to the former
shareholders in the event of a default by us of certain terms and conditions of
the acquisition agreements, including, among other things, a voluntary or
involuntary bankruptcy proceeding involving us or the failure by us to list our
shares of common stock on a major stock exchange by February 5, 2005, subject to
a six-month extension in the event a listing application is in process on such
date. On May 11, 2004, VILPAS notified us of their intention to convert the
promissory note.
In December 2003, we completed the sale of our interests in CBL Global and CBL
to the former owners of CBL. In conjunction with the management buyout, we
entered into a Settlement Agreement with respect to our litigation with CBL as
described in our 10KSB filed with the U.S. Securities and Exchange Commission.
We acquired CBL from its former owners in October 2002. Pursuant to the terms of
the agreement, we have conveyed all our interest in CBL back to the former
owners in exchange for surrender and cancellation of all shares of Trinity stock
issued to them in connection with the acquisition of CBL and the of
approximately $1,000,000 in convertible notes payable to them.
From time to time, since inception of our current operating strategy, Mr.
Swindells has provided short-term working capital loans on a non-interest
bearing basis. The principal may be converted into such other debt or equity
securities financings that we may issue in private offerings while the loan is
outstanding. In September 2003, we repaid $500,000 on the $925,000 note balance
then outstanding. In November 2003, the remaining balance of $425,000 was
converted into 850,000 shares of common stock and issued to Mr. Swindells.
18
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with EAS pursuant to which EAS agreed to provide financial advisory
and investment banking services to the Company. Through March 31, 2004, EAS had
earned a total of $807,716 under the Advisory Agreement of which, $125,000 or
250,000 shares was paid to EAS in the Company's common stock in January 2004.
Through May 7, 2004, we had received subscriptions to our January 2004 offering
of up to $3,000,000 Senior Convertible Bridge Notes (the "Notes") totaling
$1,146,000. The Notes mature in twelve months plus accrued interest at a rate of
7% per annum. The Notes are convertible at 80% of the "Next Equity Financing"
offering price or at $0.60 per share if converted prior to May 15, 2004. As of
March 31, 2004 $836,000 plus accrued interest had been converted to 1,652,892
shares of common stock. Financing fees payable at March 31, 2004 are $114,600.
Finally, 100,000 and 40,721 shares of the Company's common stock were issued to
Mr. Ron Posner and TN Capital Equities, Inc. for finders' fees for the Riverbend
and IRCA acquisitions and for fundraising, respectively. During the quarter
437,500 shares of the Company's common stock were issued at $1.67 per share for
the exercise of warrants resulting in gross proceeds to the Company of $28,125.
NOTE 11 - STOCK OPTION PLAN
On December 2, 2002, at a special meeting of our shareholders, the 2002 Stock
Plan was approved. The Plan allowed for a maximum aggregate number of shares
that may be optioned and sold under the plan of (a) 3,000,000 shares, plus (b)
an annual 500,000 increase to be added on the last day of each fiscal year
beginning in 2003 unless a lesser amount is determined by the board of
directors. The plan became effective with its adoption and remains in effect for
ten years unless terminated earlier. On December 30, 2003, the board of
directors amended the 2002 Stock Plan to allow for a maximum aggregate number of
shares that may be optioned and sold under the plan of (a) 6,000,000 shares,
plus (b) an annual 1,000,000 increase to be added on the last day of each fiscal
year beginning in 2004 unless a lesser amount is determined by the board of
directors. Options granted under the plan vest 25% on the day of the grant and
the remaining 75% vests monthly over the next 36 months.
The following schedule summarizes the activity during the three months ended
March 31, 2004.
2002 STOCK PLAN
---------------
Weighted
Number of Average
Shares Exercise Price
------------ ------------
Outstanding at December 31, 2003 3,542,000 $ 0.23
Options Granted 375,000 0.50
Options Exercised (14,452) 0.05
Options Canceled (262,548) 0.24
------------ ------------
Options Outstanding at March 31, 2004 3,640,000 $ 0.36
============ ============
Options Exercisable at March 31, 2004 1,616,432 $ 0.33
============ ============
The following schedule summarizes the activity during the nine months ended
March 31, 2004.
2002 STOCK PLAN
---------------
Weighted
Number of Average
Shares Exercise Price
------------ ------------
Outstanding at June 30, 2003 2,447,000 $ 0.23
Options Granted 2,035,000 0.50
Options Exercised (14,452) 0.05
Options Canceled (827,548) 0.26
------------ ------------
Options Outstanding at March 31, 2004 3,640,000 $ 0.36
============ ============
Options Exercisable at March 31, 2004 1,616,432 $ 0.33
============ ============
19
In accordance with Statement of Financial Accounting Standards Number 123,
"Accounting for Stock-Based Compensation," option expense of $17,434 and
$194,777 was recognized for the three months and nine months ended March 31,
2004, respectively:
March 31, 2004
--------------
Five-Year Risk Free Interest Rate 3.05%
Dividend Yield Nil
Volatility Nil
Average Expected Term (Years to Exercise) 5
Stock options outstanding and exercisable under 2002 Stock Plan as of March 31,
2004 are as follows:
Weighted Average Weighted
Number of Average Remaining Number of Average
Range of Options Exercise Contractual Options Exercise
Exercise Price Outstanding Price Life (Years) Vested Price
---------------- ------------- ------------- ------------ ----------- ----------
$0.05 575,000 $0.05 3.5 356,027 $0.05
$0.25 800,000 $0.25 3.7 460,411 $0.25
$0.50 2,265,000 $0.50 4.5 799,993 $0.50
There are 2,360,000 options available for grant at March 31, 2004.
NOTE 12 - GOING CONCERN
Our financial statements are prepared using generally accepted accounting
principles applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business.
Currently, we do not have significant cash or other material assets, nor do we
have an established source of revenues sufficient to cover our operating costs
and to allow us to continue as a going concern. We do not currently possess a
financial institution source of financing and we cannot be certain that our
existing sources of cash will be adequate to meet our liquidity requirements.
However, we have undertaken the following to meet our liquidity requirements:
(a) Seek additional funding through senior convertible bridge notes to
raise sufficient funds to continue operations and fund its ongoing
development, merger and acquisition activities. In January 2004, we
commenced a $3,000,000 offering of senior convertible bridge notes to
accredited investors, the proceeds of which will be used for (i)
corporate administration, (ii) the expansion of subsidiary operations,
and (iii) expenses and funds advanced for acquisitions in 2003.
(b) Generate sufficient cash flow to sustain and grow subsidiary
operations and, if possible, create excess cash flow for corporate
administrative expenses through our operating subsidiaries; and
(c) Identify prospective acquisition targets with sufficient cash flow to
fund subsidiary operations, as well as potentially generating
operating cash flow that may sustain corporate administrative
expenses.
Trinity's future capital requirements will depend on its ability to successfully
implement these initiatives and other factors, including our ability to maintain
our existing customer base and to expand our customer base into new geographic
markets, and overall financial market conditions in the United States and other
countries where we will seek prospective investors.
If the proposed merger between us and ProsoftTraining, a Nevada corporation is
completed, it is anticipated that the merger will improve liquidity in the
merged company's stock. However, if the merger is not completed, we may be
required to pay certain termination fees and the price of our common stock may
decline. Furthermore, we have and will incur significant costs related to the
merger, such as legal, accounting and some of the fees and expenses of financial
advisors, which costs must be paid even if the merger is not completed.
Regardless of whether the merger is completed, we anticipate that we will still
continue to seek additional funding through private placements, conversion of
outstanding loans and payables into common stock, development of the business of
our newly-
20
acquired subsidiaries, collections on accounts receivable, and through
additional acquisitions that have sufficient cash flow to fund subsidiary
operations. There can be no assurance that we will be successful in obtaining
more debt and/or equity financing in the future or that our results of
operations will materially improve in either the short- or the long-term. If we
fail to obtain such financing and improve our results of operations, we will be
unable to meet our obligations as they become due. That would raise substantial
doubt about our ability to continue as a going concern.
NOTE 13 - SUBSEQUENT EVENTS
On February 23, 2004, we announced that we had entered into an Agreement and
Plan of Merger (the "Merger Agreement") with ProsoftTraining, a Nevada
corporation ("Prosoft"), and MTX Acquisition Corp., a Utah corporation and a
wholly-owned subsidiary of Prosoft (the "Merger Sub"), pursuant to which the
Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation wholly-owned by Prosoft (the "Merger"). Upon
completion of the Merger, holders of Company common stock will be entitled to
receive one (1) share (the "Exchange Ratio") of Prosoft common stock for each
share of Company common stock held by them. Prosoft will assume all outstanding
options to purchase shares of Company common stock, which will become
exercisable to purchase the number of shares of Prosoft common stock at the
exercise price as adjusted by the Exchange Ratio. The Merger is intended to be a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended. The consummation of the Merger is subject to the approval of
the stockholders of each of the Company and Prosoft, effectiveness of the Form
S-4 Registration Statement to be filed by Prosoft, regulatory approvals,
satisfactory agreements with certain creditors and other customary closing
conditions. We anticipate that a joint proxy statement and registration
statement on Form S-4 will be filed by Prosoft in the near future.
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our fiscal year ends on June 30. This management's discussion and analysis
of financial condition and results of operations and other portions of this
Quarterly Report on Form 10-QSB contain forward looking information that
involves risks and uncertainties. Our actual results could differ materially
from those anticipated by this forward looking information. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed or referred to in the Transition Report on Form 10-KSB for the period
ended June 30, 2003, filed on November 17, 2003, under the heading Information
Regarding Forward-Looking Statements and elsewhere. Investors should review this
quarterly report on Form 10-QSB in combination with our Transition Report on
Form 10-KSB in order to have a more complete understanding of the principal
risks associated with an investment in our common stock. This management's
discussion and analysis of financial condition and results of operations should
be read in conjunction with our unaudited condensed consolidated financial
statements and related notes included elsewhere in this document.
General
We commenced a strategy in 2002 to acquire operating companies in strategic
markets that have developed proprietary technology-enabled learning, training
and certification services targeted at major customers in worldwide industries.
Our mission is to become a leading global learning solution corporation through
acquisition, business development and strategic relationships. We earn revenues
from selling our services to medium to large companies and organizations that
provide workforce training and certification to employees and post-secondary
students. The principal components of our costs of sales are labor costs for
employees who are directly involved in providing services to clients. Other
costs of sales include expenses associated with specific projects including
materials and incidental expenses. Operating expenses include salaries and
benefits for management, administrative, marketing and sales personnel, research
and development, occupancy and related overhead costs.
Following our initial acquisition of CBL, and related companies, discussed
below, our corporate development efforts in 2003 were concentrated on the
identification of additional acquisition candidates including due diligence,
negotiation of terms and conditions, and the development of integration and
financing strategies for each acquisition. We have also focused on raising
growth capital through private placements to be used as working capital for
Trinity and our subsidiaries. On September 1 and December 1, 2003 and March 1,
2004, respectively, we completed the following five non-related acquisitions.
Additional information concerning these transactions and the various companies
involved were filed on Forms 8-K.
TouchVision (California)
We completed the acquisition of all of the issued and outstanding shares of
TouchVision, Inc., a California corporation ("TouchVision") that is in the
business of providing technology-enabled information and learning systems to
healthcare providers, financial services companies and other industry segments.
In consideration for the TouchVision shares, we issued an aggregate of 1,250,000
restricted shares of our common stock, of which 312,500 shares are subject to
the terms of an escrow agreement as collateral for the indemnification
obligations of the former TouchVision shareholders. We also agreed to loan to
TouchVision the sum of $20,000 per month for the twelve-month period following
closing, to be used for working capital. We had previously loaned TouchVision
the sum of $50,000 in June and July, 2003 by way of bridge financing pending
completion of the acquisition. In connection with the acquisition, TouchVision
entered into substantially similar employment agreements with each of Messrs.
Gregory L. Roche and Larry J. Mahar, the former principals of TouchVision, which
have a term of two years and provide for annual salaries of $120,000. On October
1, 2003, we advanced $150,000 to TouchVision the proceeds of which were used to
pay off a loan payable to a bank, which was guaranteed by the Small Business
Administration.
River Murray Training Pty. Ltd. (Australia)
We completed the acquisition of all of the issued and outstanding shares of
River Murray Training Pty Ltd ("RMT") an Australian company that is in the
business of providing workplace training programs for various segments of the
food production industry, including viticulture and horticulture. In
consideration for the shares of
22
RMT we issued 700,000 restricted shares of our common stock, of which 350,000
shares are subject to the terms of an escrow agreement as collateral for the
indemnification obligations of the former RMT shareholders. We also loaned
US$49,000 to RMT for the purpose of repaying outstanding loans advanced to RMT
by its former shareholders.
Riverbend Group Holdings (Proprietary) Limited (South Africa)
We completed the acquisition of 51% of the issued and outstanding shares of
Ayrshire Trading Limited, a British Virgin Islands company ("Ayrshire") that
owns 95% of Riverbend Group Holdings (Proprietary) Limited ("Riverbend"), a
South African company that provides learning services to corporations and
individuals in South Africa. We also acquired the option to purchase the
remaining 49% of Ayrshire. In consideration for the Ayrshire shares, we issued a
convertible non-interest-bearing promissory note in the amount of US$20,000,
which amount is convertible from time to time, but no later than December 30,
2006, into a maximum of 2,000,000 restricted shares of our common stock, which
has been recorded as conditionally redeemable common stock in stockholders'
equity at $0.50 per share. Of these shares, up to 400,000 may be withheld in
satisfaction for any breach of warranties by the former shareholders of
Ayrshire. The Ayrshire shares are subject to escrow and pledge agreements will
be reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including, among
other things, a voluntary or involuntary bankruptcy proceeding involving us or
the failure by us to list our shares of common stock on a major stock exchange
by December 30, 2006.
As further consideration for the Ayrshire shares, we agreed to make a
non-interest-bearing loan of U.S. $1,000,000 to Ayrshire, $300,000 of which was
advanced at closing and the remaining $700,000 was advanced on November 3, 2003.
We may exercise an option to acquire the remaining 49% of Ayrshire in
consideration for the issuance of 1,500,000 shares of our common stock, subject
to certain adjustments.
In connection with the Riverbend acquisition, we agreed to appoint Mr.
Arthur Kidson to our board of directors, to serve until our next annual meeting.
In addition, we agreed to invite Mr. Nigel Tattersal to attend all meetings of
our board of directors as an observer until our next annual meeting. Messrs.
Kidson and Tattersal are both principals of Riverbend.
IRCA
On December 1, 2003, we completed the acquisition of all the issued and
outstanding shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA (Proprietary) Limited ("IRCA"), a South African company specializing in
corporate learning, certification and risk mitigation in the area of safety,
healthy environment and quality assurance ("SHEQ"). IRCA operates in South
Africa, England and the United States through various operating subsidiaries.
Danlas also holds options to acquire the remaining 49% of IRCA.
In consideration for the Danlas shares, the Company (i) issued three
convertible promissory notes in the aggregate principal amount of $40,000 and
convertible into a maximum of 4,500,000 shares, under certain conditions, of the
Company's common stock, (ii) agreed to advance $700,000 in cash to establish an
international sales force, (iii) provided $500,000 for certain bank guarantees
and, (iv) provided certain future profit thresholds are met, agreed to issue up
to an additional 1,000,000 shares of the Company's common stock. The first
promissory note for $20,000 convertible to 2,500,000 shares has been classified
as conditionally redeemable common stock at $0.50 per share. The remaining
$20,000 in promissory notes has been classified as intercompany note payable and
eliminated in the consolidation of the Company and its subsidiaries at March 31,
2004. On May 13, 2004, Musca notified of their intention to convert two of the
promissory notes for 51% and 23.9 % of the ownership of IRCA.
VILPAS
On March 1, 2004, we completed the acquisition of all the issued and
outstanding shares of Trinity Learning AS (f/k/a Virtual Learning Partners AS)
SA ("VILPAS"), a learning services company headquartered in Oslo, Norway. Among
its various business development initiatives, VILPAS is a majority owner of
FunkWeb, also headquartered in Oslo. FunkWeb is a leading provider of workplace
training and retraining for disabled persons. In conjunction with national and
local employment programs, FunkWeb has a successful track record in providing
23
disabled persons with skills, certifications and job placement services
primarily related to information technologies, web-based systems, and computing
In consideration for the VILPAS shares, we issued a convertible
non-interest-bearing promissory note in the principal amount of $500,000, which
note is convertible from time to time but no later than August 5, 2005 into a
maximum of 1,000,000 shares of our common stock, which has been recorded as
conditionally redeemable common stock in stockholders' equity at $0.50 per
share. Of these shares, up to 20% may be withheld in satisfaction for any breach
of warranties by the former shareholders of VILPAS. The VILPAS shares are
subject to escrow and pledge agreements will be reconveyed to the former
shareholders in the event of a default by us of certain terms and conditions of
the acquisition agreements, including, among other things, a voluntary or
involuntary bankruptcy proceeding involving us or the failure by us to list our
shares of common stock on a major stock exchange by February 5, 2005, subject to
a six-month extension in the event a listing application is in process on such
date. On May 11, 2004, VILPAS notified us of their intention to convert the
promissory note.
Competency Based Learning, Inc.
In December 2003, we completed the sale of our interests in CBL Global
Corporation ("CBL Global") and its Australian subsidiaries (collectively "CBL")
to the former owners of CBL. In conjunction with the management buyout, we
entered into a Settlement Agreement with respect to our litigation with CBL as
described in our 10KSB filed with the U.S. Securities and Exchange Commission.
We acquired CBL from its former owners in October 2002. Pursuant to the terms of
the agreement, we have conveyed all our interest in CBL back to the former
owners in exchange for surrender and cancellation of all shares of Trinity stock
issued to them in connection with the acquisition of CBL and the approximately
$1,000,000 in convertible notes payable to them. Also as a result of the
divestiture, $222,151 owed by CBL Global to Messrs. Kennedy and Scammell is no
longer an obligation of the Company. We made the decision to divest our company
of CBL following our acquisition in the autumn of 2003 of the four companies
described above. Continued operation of CBL would have required significant cash
infusion on behalf of the Company. Through IRCA, Trinity will continue to market
CBL-related workplace learning content and products in Africa.
On February 23, 2004, we announced that we had entered into an Agreement
and Plan of Merger (the "Merger Agreement") with ProsoftTraining, a Nevada
corporation ("Prosoft"), and MTX Acquisition Corp., a Utah corporation and a
wholly-owned subsidiary of Prosoft (the "Merger Sub"), pursuant to which the
Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation wholly-owned by Prosoft (the "Merger"). Upon
completion of the Merger, holders of Company common stock will be entitled to
receive one (1) share (the "Exchange Ratio") of Prosoft common stock for each
share of Company common stock held by them. Prosoft will assume all outstanding
options to purchase shares of Company common stock, which will become
exercisable to purchase the number of shares of Prosoft common stock at the
exercise price as adjusted by the Exchange Ratio. The Merger is intended to be a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended. The consummation of the Merger is subject to the approval of
the stockholders of each of the Company and Prosoft, effectiveness of the Form
S-4 Registration Statement to be filed by Prosoft, regulatory approvals,
satisfactory agreements with certain creditors and other customary closing
conditions. We anticipate that a joint proxy statement and registration
statement on Form S-4 will be filed by Prosoft in the near future.
24
Change in Fiscal Year
On August 6, 2003, our board of directors approved a change in our fiscal
year-end from September 30 to June 30 to align it with those of the companies we
had already acquired or were at that time in the process of acquiring. The
information presented in Transition Report on Form 10-KSB relates to the
transition period October 1, 2002 through June 30, 2003.
Results for nine months of fiscal year 2004 reflect seven months' results
of operations for the three companies we recently acquired on September 1, 2003
and four months' results of operations for the company we acquired on December
1, 2003. The business results for VILPAS will not be included for March, 2004
until the fourth quarter 2004 as its activity was de minimus to the Company's
overall operating results CBL's activity is reflected for the period July 1,
2003 through December 22, 2003.
Revenues from our clients were $7,442,802 for the first nine months of
fiscal year 2004, compared with $164,660 for the same nine months ended March
31, 2003. Of the total increase in revenues from our clients, approximately
$7,274,900 was due to the four acquisitions described above that we made during
the first nine months of fiscal year 2004.
We believe that the acquisitions we completed in the first nine months of
fiscal year 2004 will shift our business in the direction of markets that we
believe offer good growth potential for the Company.
Results of Operations
Third Quarter Ended March 31, 2004 Compared to March 31, 2003
Our gross sales revenues were $4,280,305 for the quarter ended March 31, 2004,
as compared to $95,192, the amount we reported for the quarter ended March 31,
2003. The significant increase is due to the acquisition, in September 2003, of
Trinity's interests in TouchVision, RMT and Riverbend and, in December 2004, of
IRCA. The period in 2003 comprises revenues of CBL, which was at that time
Trinity's sole operating subsidiary. The business results for VILPAS will not be
included for March, 2004 until the fourth quarter 2004 as its activity was de
minimus to the Company's overall operating results.
Costs of sales for the quarter ended March 31, 2004, which consist of labor
and hardware costs, and other incidental expenses, increased by $1,476,997, as
compared to $0 for the same period last year resulting in gross profit of
$2,808,308 for the quarter ended March 31, 2004 as compared to $95,192 for the
same period last year. These increases in both cost of sales and gross profit
were due to and associated with increased revenues resulting from the
acquisitions completed by Trinity in September and December 2003.
Operating expenses for the quarter ended March 31, 2004 were $4,471,723 as
compared to $729,397 for the quarter ended March 31, 2003. The increase in
operating expenses was primarily due to salaries and benefits costs which
increased $2,624,214, selling general and administrative expense which increased
$802,384, and depreciation and amortization costs which increased $286,233. The
increase is largely due to the acquisition of the new subsidiaries ($3.5
million), development of an international sales force ($0.4 million) and the
exclusion of CBL ($0.4 million). Net interest expense for the quarter ended
March 31, 2004 increased by $42,412 and includes $62,578 in interest expense
incurred by the new subsidiaries.
We reported net loss available for common shareholders of $1,297,034, or
$0.05 per share on a diluted basis, for the quarter ended March 31, 2004,
compared with a net loss of $664,492, or $0.07 per share on a diluted basis, for
the same period last year.
Nine Months Ended March 31, 2004 Compared to March 31, 2003
Our gross sales revenues were $7,442,802 for the nine months ended March 31,
2004, as compared to $164,660, the amount we reported for the nine months ended
March 31, 2003. This significant increase in revenues is due to the
25
acquisition, in September 2003 of Trinity's interests in TouchVision, RMT and
Riverbend, and in December 2003, of our interest in IRCA. The period in 2003
comprises six months revenue of CBL which was Trinity's sole operating
subsidiary in that period. The period in 2004 includes seven months of revenue
from TouchVision, RMT and Riverbend, and four months of revenue from Trinity's
interest in IRCA. Revenues of CBL, which was sold by Trinity effective December
22, 2003, were included through such date. The business results for VILPAS will
not be included for March, 2004 until the fourth quarter 2004 as its activity
was de minimus to the Company's overall operating results.
Costs of sales, which consist of labor and hardware costs, and other
incidental expenses, were $2,526,528 for the nine months ended March 31, 2004 as
compared to $0 for the same period in the prior year, resulting in gross profit
of $4,916,274 for the nine months ended March 31, 2004, as compared to $164,660
for the nine months ended March 31, 2003. These increases in both costs and
gross profit were due to and associated with increased revenues resulting from
the acquisitions completed by Trinity in September and December 2003.
Operating expenses for the nine months ended March 31, 2004 were
$9,038,939, as compared to $1,799,244 for the nine month period ended March 31,
2003. This increase was due primarily to a significant increase in salaries and
benefits with increased $4,538,882 from $673,001 for the nine-month period ended
March 31, 2003 to $5,211,883 for the nine-month period ended March 31, 2003. The
increase is largely due to the acquisition of the new subsidiaries ($3.5
million), expansion of the global sales force ($0.4 million), and the addition
of finance, administrative and executive staff ($0.8 million) in support of the
new operating strategy.
Other significant increases in operating expenses resulted from increases
in selling, general and administrative expense, and depreciation and
amortization expense. Selling, general and administrative expense of $2,238,386
for the nine-months ended March 31, 2004 increased $1,876,154 from $362,232 for
the nine months ended March 31, 2003. Selling, general and administrative costs
attributable to the new subsidiaries totaled $1,904,063. Selling, general and
administrative costs attributable to the establishment of an international sales
force totaled $396,685. Depreciation and amortization expense increased from
$5,675 for the nine months ended March 31, 2003 to $745,582 for the nine months
ended March 31, 2004. Included in the increase of $739,907 is $339,079
attributable to amortization of intangible assets and $400,828 attributable to
depreciation expense, both as a result of the acquisitions of TouchVision, RMT,
Riverbend and IRCA.
We reported net loss available for common shareholders of $3,826,667, or
$0.17 per share on a diluted basis, for the nine months ended March 31, 2004,
compared with a net loss of $1,701,754 or $0.25 per share on a diluted basis,
for the same period last year.
Liquidity and Capital Resources
Our expenses are currently greater than our revenues. We have a history of
losses, and our accumulated deficit as of March 31, 2004 was $15,015,580, as
compared to $11,188,913 as of June 30, 2003.
At March 31, 2004, we had a cash balance of $971,849 compared to $86,511 at
June 30, 2003. Net cash used by operating activities during the nine months
ended March 31, 2004 was $1,409,348, attributable primarily to our loss from
operations of $3,826,667. Included in cash used by operating activities were
payments for accounting and insurance of $393,000. Net cash generated by
financing activities was $5,668,580 for the nine months ended March 31, 2004
representing the net of borrowings and repayments under short-term notes of
$293,247 plus $5,838,148 in proceeds from issuance of common stock, conversion
of bridge loans to common stock and the exercise of warrants and options, less
financing fees of $462,815. Of these funds, an aggregate of $2,090,700 was
advanced to our subsidiaries; $500,000 was pledged as a letter of credit to
IRCA; $492,250 was paid for financing related legal fees and sales commissions;
$1,023,100 was paid for acquisition related legal and financial advisor fees;
$500,000 was repaid on short-term promissory notes to a related party; and
$130,000 was paid for other financial advisory fees.
Accounts receivable increased from $42,719 at June 30, 2003 to $3,919,391
at March 31, 2004. This increase is due to receivables owed to the four
subsidiaries we acquired during the autumn of 2003.
26
Accounts payable increased from $391,872 at June 30, 2003 to $2,538,840 at
March 31, 2004. This increase is attributable to expenses incurred in connection
with our acquisitions, and our continuing corporate expansion during the year.
As a professional services organization we are not capital intensive.
Capital expenditures historically have been for computer-aided instruction,
accounting and project management information systems and general-purpose
computer equipment to accommodate our growth. Capital expenditures, excluding
purchases financed through capital lease, during the first nine months of fiscal
years 2004 and 2003 were $186,593 and $12,834, respectively.
Currently, we do not have significant cash or other material assets, nor do
we have an established source of revenues sufficient to cover our operating
costs and to allow us to continue as a going concern. We do not currently
possess a financial institution source of financing and we cannot be certain
that our existing sources of cash will be adequate to meet our liquidity
requirements. However, we have undertaken the following to meet our liquidity
requirements:
(a) Seek additional funding through senior, sub-debt and equity financings
to raise sufficient funds to continue operations and fund its ongoing
development, merger and acquisition activities.
(b) Generate sufficient cash flow to sustain and grow subsidiary
operations and, if possible, create excess cash flow for corporate
administrative expenses through our operating subsidiaries; and
(c) Identify prospective acquisition targets with sufficient cash flow to
fund subsidiary operations, as well as potentially generating
operating cash flow that may sustain corporate administrative
expenses.
Trinity's future capital requirements will depend on its ability to
successfully implement these initiatives and other factors, including our
ability to maintain our existing customer base and to expand our customer base
into new geographic markets, and overall financial market conditions in the
United States and other countries where we will seek prospective investors.
On February 23, 2004, we announced that we had entered into an Agreement
and Plan of Merger (the "Merger Agreement") with ProsoftTraining, a Nevada
corporation ("Prosoft"), and MTX Acquisition Corp., a Utah corporation and a
wholly-owned subsidiary of Prosoft (the "Merger Sub"), pursuant to which the
Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation wholly-owned by Prosoft (the "Merger"). If the
proposed merger between us and Prosoft is completed, it is anticipated that the
merger will improve liquidity in the merged company's stock. However, if the
merger is not completed, we may be required to pay certain termination fees and
the price of our common stock may decline. Furthermore, we have and will incur
significant costs related to the merger, such as legal, accounting and some of
the fees and expenses of financial advisors, which costs must be paid even if
the merger is not completed. Regardless of whether the merger is completed, we
anticipate that we will still continue to seek additional funding through
private placements, conversion of outstanding loans and payables into common
stock, development of the business of our newly-acquired subsidiaries,
collections on accounts receivable, and through additional acquisitions that
have sufficient cash flow to fund subsidiary operations. There can be no
assurance that we will be successful in obtaining more debt and/or equity
financing in the future or that our results of operations will materially
improve in either the short- or the long-term. If we fail to obtain such
financing and improve our results of operations, we will be unable to meet our
obligations as they become due. That would raise substantial doubt about our
ability to continue as a going concern.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions in certain circumstances that affect amounts reported
in the accompanying consolidated financial statements and related footnotes. In
preparing these financial statements, management has made its best estimate and
judgments of certain amounts included in the financial statements, giving
consideration to materiality. Historically, our estimates have not materially
differed from actual results. Application of these accounting policies, however,
involves exercise of judgment and use of assumptions as to future uncertainties.
As a result, actual results could differ from these estimates.
27
Material accounting policies that we believe are the most critical to
investor's understanding of our financial results and condition and require
complex management judgment have been expanded and are discussed below.
Information regarding our other accounting policies is included in our
Transition Report on Form 10-KSB for the transition period ended June 30, 2003.
A. Method of accounting. The Company uses the accrual method of accounting.
B. Revenue and expense recognition. Revenues and directly related expenses are
recognized in the financial statements in the period when the goods are
shipped to the customer.
C. Cash and cash equivalents. The Company considers all short-term, highly
liquid investments that are readily convertible within three months to
known amounts, as cash equivalents.
D. Depreciation and amortization. The cost of property and equipment is
depreciated over the estimated useful lives of the related assets. The cost
of leasehold improvements is amortized over the lesser of the length of the
lease of the related assets or the estimated lives of the assets.
Depreciation and amortization is computed on the straight-line method.
E. Consolidation policies. The accompanying consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries.
Intercompany transactions and balances have been eliminated in
consolidation.
F. Foreign currency translation/remeasurement policy. Assets and liabilities
that occur in foreign currencies are recorded at historical cost and
translated at exchange rates in effect at the end of the reporting period.
Adoption of Statements of Financial Accounting Standards
The Company adopted Statement of Financial Accounting Standard No. 142
("SFAS 142"), "Goodwill and other Intangible Assets," at the beginning of fiscal
2003. As required, the Company identified its reporting units and the amounts of
goodwill, other intangible assets, and other assets and liabilities allocated to
those reporting units. This Statement addresses the accounting and reporting of
goodwill and other intangible assets subsequent to their acquisition. SFAS
No.142 provides that (i) goodwill and indefinite-lived intangible assets will no
longer be amortized, (ii) impairment will be measured using various valuation
techniques based on discounted cash flows, (iii) goodwill will be tested for
impairment at least annually at the reporting unit level, (iv) intangible assets
deemed to have an indefinite life will be tested for impairment at least
annually, and (v) intangible assets with finite lives will be amortized over
their useful lives.
SFAS No. 142 requires that goodwill be tested for impairment upon adoption
of the Statement, as well as annually thereafter. The Company completed its
transitional goodwill impairment test during the third quarter of 2004 and had
no impairment losses. Other intangible assets deemed to have an indefinite life
are tested for impairment by comparing the fair value of the asset to its
carrying amount. The Company does not have other intangible assets with
indefinite lives. See Note 2 "Acquisitions and Divestitures" for more
information.
In June 2002, the FASB issued Statement of Financial Accounting Standard
No. 146 ("SFAS 146"), "Accounting for Costs Associated with Exit or Disposal
Activities." SFAS 146 replaces Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)"
in its entirety and addresses significant issues relating to recognition,
measurement and reporting costs associated with an exit or disposal activity,
including restructuring activities. Under EITF Issue No. 94-3, a liability is
recognized, measured and reported as of the date of an entity's commitment to an
exit plan. Pursuant to SFAS 146, a liability is recorded on the date on which
the obligation is incurred and should be initially measured at fair value. SFAS
146 is effective for exit or disposal activities initiated after December 31,
2002. The Company adopted SFAS 146 on July 1, 2003. See Note 2 - Acquisitions
and Divestitures.
EITF Consensus Issue No.00-21 ("EITF 00-21"), "Revenue Arrangements with
Multiple Deliverables" was first discussed at the July 2000 EITF meeting and was
issued in February 2002. Certain revisions to the scope language were made and
finalized in May 2003. EITF 00-21 addresses the accounting for multiple element
revenue arrangements, which involve more than one deliverable or unit of
accounting in circumstances, where the delivery of those units takes place in
different accounting periods. EITF 00-21 requires disclosures of the accounting
policy for revenue recognition of multiple element revenue arrangements and the
nature and description of such
28
arrangements. The accounting and reporting requirements are effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. The Company has completed its initial evaluation and adoption of EITF
00-21 does not have a significant impact on the Company's financial statements.
The Company continues its evaluation to determine whether the reporting
requirements of EITF 00-21 will impact the Company's financial statements in the
future.
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 148 ("SFAS 148"), "Accounting for
Stock-Based Compensation - Transition and Disclosure." SFAS 148 amends FASB
Statement 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require
prominent disclosure in both annual and interim financial statements of the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. SFAS 148 is effective for fiscal years,
including interim periods beginning after December 15, 2002, and thus, this
disclosure is included in the table below. SFAS 148 also requires disclosure of
pro-forma results on the interim basis as if the Company had applied the fair
value recognition provisions of SFAS 123. The Company implemented the fair value
based method of accounting for stock-based employee compensation during the
transition period from October 1, 2002 to June 30, 2003. Implementing SFAS 148
did not impact the financial results of the Company significantly.
In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149 ("SFAS 149"), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." SFAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. The accounting and reporting requirements will be effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. Currently, we do not have any
derivative instruments and do not anticipate entering into any derivative
contracts. Accordingly, adoption of SFAS 149 has no significant impact on our
financial statements.
In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150 ("SFAS 150"), "Accounting for Certain Instruments with Characteristics
of Both Liabilities and Equity." SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. As
permitted, the Company adopted SFAS 150 on September 1, 2003. Accordingly,
adoption of SFAS 150 did not have a significant impact on the Company's
financial statements.
Related Party Transactions
From time to time, Ms. McPherson and Ms. Hayman, officers of RMT, have
advanced funds to RMT. The current balance of $15,234 is due December 31, 2004
and accrues interest at a rate of 6% per annum.
From time to time, certain shareholders of IRCA have advanced funds to
IRCA. Of the current balance of $2,326,021, $750,000 is non-interest bearing and
due June 30, 2004; $40,000 is non-interest bearing and has no fixed terms of
repayment and the remaining amount due of $1,536,021 has no fixed terms of
repayment and bears interest at a Republic of South Africa Bank prime rate.
On December 17, 2003, amended on March 1, 2004, we entered into an
agreement with Titan Aviation Ltd ("Titan"), a Guernsey company, for the purpose
of having Titan act as a representative of IRCA. Mr. Martin Steynberg, a member
of our board of directors, is the managing director of Titan. Mr. Steynberg is a
shareholder in IRCA Investments (Proprietary) Limited which owns 49% of IRCA.
Under the terms of the agreement, we will pay Titan four million rand or
approximately $600,000 in May 2004.
On December 15, 2003, the Company's Board of Directors approved a payment
of $64,315 to Mr. William D. Jobe, a member of our board of directors, as
compensation for merger and acquisition services associated with our acquisition
of TouchVision.
29
From time to time certain shareholders of Riverbend have advanced funds to
Riverbend. The current balance of $392,179 is non-interest bearing and there are
no fixed terms for repayment.
On August 8, 2002, we formalized a Debt Conversion Agreement with Global
Marketing Associates, Inc. ("GMA"), holder of a convertible promissory note (the
"GMA Note") in the principal amount of $166,963, pursuant to which the principal
amount of the note, along with accrued interest thereon, was made convertible,
under certain conditions, into 3,200,000 shares of common stock. The GMA Note
was originally issued in November 2000 to our company's former attorneys and was
subsequently acquired by Pacific Management Services, Inc., who assigned the
note to GMA; both entities are unrelated to us. GMA subsequently assigned the
right to acquire 2,600,000 of the 3,200,000 shares of common stock into which
the note is convertible, to several persons, comprising Messrs. Cole, Mooney,
and Swindells as well as European American Securities, Inc. ("EAS"). Pursuant to
the assignment, Messrs. Cole and Mooney each acquired the right to acquire
600,000 shares of the common stock into which the GMA Note is convertible and
Mr. Swindells acquired the right to acquire 1,000,000 shares. As of January
2003, all 3,200,000 shares of our common stock had been issued pursuant to the
terms of the GMA Note. Fifty percent of the shares issuable upon the conversion
of the GMA Note are subject to a two-year lock-up provision that restricts
transfer of such shares without prior written consent of our board of directors.
On July 15, 2002, we entered in a two-year Advisory Agreement with Granite
Creek Partners, LLC ("GCP"), formerly King's Peak Advisors, LLC, automatically
renewable for an additional 12-month period. Under the terms of the Advisory
Agreement, GCP agreed to provide us with general corporate, financial, business
development and investment advisory services on a non-exclusive basis. These
services include assisting with the identification of placement agents,
underwriters, lenders and other sources of financing, as well as additional
qualified independent directors and members of management. GCP is a private
company whose principals are Douglas Cole and Edward Mooney, who are officers
and directors of our company, and Theodore Swindells. At its August 19, 2003
meeting, the board of directors' voted to suspend the Advisory Agreement from
August 15, 2003 until January 2004. Through March 31, 2004, GCP had earned a
total of $315,000 under the Advisory Agreement, $110,000 of which was converted
into 4,400,000 shares of common stock in March 2003. Of the balance of $205,000,
$203,469 was paid to GCP, leaving a balance owing at March 31, 2004 of $1,531.
The Advisory Agreement was suspended in August 2003.
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with EAS pursuant to which EAS agreed to provide financial advisory
and investment banking services to the Company. Through March 31, 2004, EAS had
earned a total of $807,716 under the Advisory Agreement. Of the balance of
$807,716, $431,421 has been paid to EAS and $125,000 or 250,000 shares in the
Company's common stock was paid to EAS in January 2004, leaving a balance owing
at March 31, 2004 of $376,295.
From time to time, since inception of our current operating strategy, Mr.
Swindells has provided short-term working capital loans on a non-interest
bearing basis. The principal may be converted into such other debt or equity
securities financings that we may issue in private offerings while the loan is
outstanding. In September 2003, we repaid $500,000 on the loan balance then
outstanding. In November 2003, the remaining balance of $425,000 was converted
to 850,000 shares of common stock and issued to Mr. Swindells.
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer, after conducting
an evaluation, together with other members of our management, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report, have concluded
that our disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in our reports filed or submitted
under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded,
processed, summarized, and reported within the time periods specified in the
rules and forms of the SEC. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to that evaluation, and there were no significant deficiencies or
material weaknesses in such controls requiring corrective actions.
30
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 12, 2003, we filed a Complaint in the United States District
Court for the District of Utah, Central Division, against CBL Global Corporation
("CBL Global") (f/k/a CBL Acquisition Corporation), and Robert Stephen Scammell,
the sole shareholder of CBL-California, (Case No. 2:03CV00798DAK) alleging,
among other things, that Scammell and CBL-California provided us with misstated
financial statements prior to our merger in October 2002 with CBL-California and
CBL Global. On September 18, 2003, we filed a First Amended Complaint and Jury
Demand, which added as defendants CBL-Global and Brian Kennedy, the sole
shareholder of CBL-Australia. The First Amended Complaint alleges causes of
action for violations of Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated there under, for violations of Section 20(a) of the
Securities Exchange Act of 1934, for declaratory relief and breach of contract,
for common law fraud, and for negligent misrepresentation.
The First Amended Complaint alleged, among other things, that the
defendants were advised by CBL-California's accountant on September 18, 2002
that CBL-California's financial statements were misstated, and alleges that new
restated financial statements were issued on September 19, 2002. The First
Amended Complaint alleged, however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger.
In December, 2003, we sold our interests in CBL Global and its Australian
subsidiaries (collectively "CBL"), Messrs. Scammell and Kennedy, to the former
owners of CBL. In conjunction with the management buyout, we entered into a
Settlement Agreement with respect to our litigation with CBL. Pursuant to the
terms of the agreement, we have conveyed all of our interest in CBL back to the
former owners in exchange for surrender and cancellation of 3,000,000 shares of
Trinity stock issued to them in connection with acquisition of CBL and the
cancellation of $1,000,000 in convertible notes payable to them. Also, as a
result of the divestiture, $222,151 owed by CBL Global to Messrs. Kennedy and
Scammell is no longer an obligation of the Company.
ITEM 2. CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with EAS pursuant to which EAS agreed to provide financial advisory
and investment banking services to the Company. Through March 31, 2004, EAS had
earned a total of $807,716 under the Advisory Agreement. Of the balance of
$807,716, $125,000 or 250,000 shares in the Company's common stock was paid to
EAS in January 2004. In our opinion, the offer and sale of these securities was
exempt by virtue of Section 4(2) of the Securities Act and the rules promulgated
there under.
Through May 7, 2004, we had received subscriptions to our January 2004
offering of up to $3,000,000 Senior Convertible Bridge Notes (the "Notes")
totaling $1,146,000. The Notes mature in twelve months plus accrued interest at
a rate of 7% per annum. The Notes are convertible at 80% of the "Next Equity
Financing" offering price or at $0.60 per share if converted prior to May 15,
2004. As of March 31, 2004 $836,000 of the $1,146,000 had been converted to
1,652,892 shares of common stock. Financing fees payable at March 31, 2004 are
$114,600.
Finally, 100,000 and 40,721 shares of the Company's common stock were
issued to Mr. Ron Posner and TN Capital Equities, Inc. for finders' fees for the
Riverbend and IRCA acquisitions and for fundraising, respectively. During the
quarter 437,500 shares of the Company's common stock were issued at $1.67 per
share for the exercise of warrants resulting in gross proceeds to the Company of
$28,125.
31
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed herewith:
10.1 Amended Agreement dated March 1, 2004 between the Company and Titan
Aviation Ltd.
10.2 Sublease Agreement dated July 22, 2003 between the Company and
Vargus Marketing Group, Inc.
10.3 Amended Agreement dated January 1, 2004 between the Company and
European American Securities
10.4 Agreement dated July 14, 2002 between the Company and Lynne
Longmire.
10.5 Agreement dated December 12, 2002 between the Company and
Acquimmo-Salenko M&A.
10.6 Agreement dated January 23, 2004 between the Company and Bathgate
Capital Partners, LLC.
10.7 Agreement dated February 3, 2004 between the Company and Doherty &
Co., LLC.
10.8 Agreement dated February 19, 2004 between the Company and Nordic
Enterprise BV.
10.9 Agreement dated March 1, 2004 between the Company and VanCamp
Advisors, LLC.
10.10 Agreement dated March 22, 2004 between the Company and Newforth
Partners, LLC.
10.11 Agreement dated March 23, 2004 between the Company and GVC Financial
Services, LLC.
31.1 Certification of the Company's Chief Executive Officer.
31.2 Certification of the Company's Chief Financial Officer.
32.1 Certification of the Company's Chief Executive Officer.
32.2 Certification of the Company's Chief Financial Officer.
(b) Reports on Form 8-K
1. On January 6, 2004, we filed a Current Report on Form 8-K concerning our
press release announcing the settlement of our litigation with CBL Global
Corporation and other related parties.
2. On January 7, 2004, we filed a Current Report on Form 8-K concerning its
common shares (stock symbol "TTYL.OB") being accepted for quotation on the
NASDAQ Over-the-Counter Electronic Bulletin Board, effective January 7, 2004.
3. On January 12, 2004, we filed a Current Report on Form 8-K concerning
the issuance of a letter to shareholders by Douglas D. Cole, Chief Executive
Officer of the Company.
4. On January 16, 2004, we filed a Current Report on Form 8-K announcing
that we had entered into a Strategic Development and Marketing Agreement with
Itensil, Inc.
32
5. On February 6, 2004, we filed a Current Report on Form 8-K announcing
that we had entered into a Definitive Agreement to acquire all the outstanding
shares of Virtual Learning Partners AS.
6. On February 19, 2004, we filed a Current Report on Form 8-K reporting
the merger of our former auditors into a successor entity, which entity will
continue as our independent auditors.
7. On February 23, 2004, we filed a Current Report on Form 8-K announcing
that we had entered into an agreement and plan of merger with ProsoftTraining, a
Nevada corporation ("Prosoft") and MTX Acquisition Corp., a Utah corporation and
a wholly-owned subsidiary of Prosoft (the "Merger Sub"), pursuant to which the
Merger Sub will be merged with and into the Company, with the Company continuing
as the surviving corporation wholly-owned by Prosoft.
8. On February 24, 2004, we filed a Current Report on Form 8-K regarding a
call-in conference call to stockholders and other interested parties concerning
the proposed merger between the Company and ProsoftTraining.
9. On February 27, 2004, we filed a Current Report on Form 8-K amending the
report on Form 8-K filed on December 16, 2003, concerning our acquisition of
IRCA (Proprietary) Limited.
10. On March 2, 2004, we filed a Current Report on Form 8-K concerning our
acquisition of Virtual Learning Partners AS.
11. On March 5, 2004, we filed a Current Report on Form 8-K amending the
report on Form 8-K filed on January 6, 2004, concerning our divestiture of CBL
Global Corporation and other related parties.
12. On March 15, 2004, we filed a Current Report on Form 8-K announcing
that we had entered into a strategic course development and marketing agreement
with the University of California Extension, Santa Cruz.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRINITY LEARNING CORPORATION
June 14, 2004 By: /S/ DOUGLAS D. COLE
-----------------------
Douglas D. Cole
Chief Executive Officer
June 14, 2004 By: /S/ CHRISTINE R. LARSON
-----------------------
Christine R. Larson
Chief Financial Officer
34