U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Amendment No. 2)
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.
1
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-QSB/A 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.
The Company is filing this Form 10-QSB/A as a result of its determination, as
disclosed in its Form 8K filed October 18, 2004, to use the equity method of
accounting with respect to the Company's interest in Ayrshire Trading Limited
("Ayrshire") which owns 95% of Riverbend Group Holdings (Proprietary) Limited
("Riverbend"), acquired in September 2003, and in IRCA (Proprietary) Limited
("IRCA") acquired in December 2003 rather than consolidating the financial
results of these entities with those of the Company, as was reflected in the
Company's original report on Form 10-QSB. As a result of this change, gross
profit of $4,916,274 for the nine months ended March 31, 2004 was reduced by
$910,312 and $2,677,067 for Ayrshire and IRCA, respectively. Operating expense
for the same period was reduced by $1,682,239 and $3,047,245 for Ayrshire and
IRCA respectively.
The Company has also changed the calculation for stock-based compensation to
include a volatility factor of 70% where previously we had used a zero
volatility factor in the Black-Scholes valuation model. This resulted in
additional salary expense of $119,015.
Finally, the Company is also amending the way in which it reported the results
of its Bridge Loan Financing (the Loan") to allocate value to the warrants
issued with the promissory notes and to acknowledge debt conversion expense upon
the conversion certain investors in the Loan. During the quarter, we raised
proceeds of $1,046,000 from the issuance of bridge notes of which $836,000 was
converted to common stock during the third quarter 2004. The difference of
$1,312,378 between the fair market value of the shares issued and the carrying
value of the debt plus accrued interest of the debt retired was recorded as debt
conversion expense.
This Amendment continues to reflect circumstances of the date of the original
filing of the Form 10-QSB, and we have not made any attempt to modify or update
the disclosures contained therein to reflect events that occurred at a later
date, except for the items related to the restatement and as otherwise expressly
stated herein.
2
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets March 31, 2004 (Unaudited) and
June 30, 2003.
Consolidated Statements of Operations and Comprehensive Income
Three and Nine Months Ended March 31, 2004 and 2003. (Unaudited)
Consolidated Statements of Cash Flows Three and Nine Months Ended
March 31, 2004 and 2003 (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Controls and Procedures
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
EXHIBITS
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.
3
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Trinity Learning Corporation and Subsidiaries
Consolidated Balance Sheet
March 31, 2004
(Unaudited & Restated) June 30, 2003
---------------- ----------------
Assets
------
Current Assets
Cash $ 599,688 $ 86,511
Accounts Receivable, net 194,149 42,719
Interest Receivable - 41
Prepaid Expense and Other Current Assets 226,957 97,944
---------------- ----------------
Total Current Assets 1,020,794 227,215
Equity Investments in Associated Companies, net (Notes 2 and 5)
2,642,917 -
Property & Equipment, net (Note 3) 28,880 45,561
Intangible Assets, net (Note 2) 1,625,800 950,565
Note Receivable (Note 1 and 7) 1,000,000 25,000
Restricted Cash (Note 2) 500,000 -
Other Assets 137,197 94,003
---------------- ----------------
Total Assets $ 6,955,588 $ 1,342,344
================ ================
Liabilities, Contingently Redeemable Equity and Stockholders' Equity
--------------------------------------------------------------------
Liabilities
-----------
Accounts Payable $ 1,261,948 $ 391,872
Accrued Expenses 515,789 270,270
Interest Payable 2,491 63,987
Deferred Revenue 112,760 -
Notes Payable - Current, net (Note 9) 430,954 -
Notes Payable-Related Parties (Notes 6, 8 and 9) 15,234 2,147,151
---------------- ----------------
Current Liabilities 2,339,176 2,873,280
Notes Payable-Long Term (Note 9) 240,060 -
---------------- ----------------
Total Liabilities 2,579,236 2,873,280
---------------- ----------------
Contingently Redeemable Equity (Notes 1 and 2) 2,250,000 -
---------------------------------------------- ---------------- ----------------
Stockholders' Equity
--------------------
Common Stock, 100,000,000 Shares Authorized at No Par Value,
27,665,966 and 14,956,641 shares Issued and Outstanding,
Respectively (Note 10) 18,563,785 9,693,447
Accumulated Deficit (16,460,488) (11,188,913)
Subscription Receivable - (35,000)
Accumulated Other Comprehensive Gain (Loss) 23,055 (470)
---------------- ----------------
Total Stockholders' Equity 2,126,352 (1,530,936)
---------------- ----------------
Total Liabilities, Contingently Redeemable Equity and Stockholders' Equity $ 6,955,588 $ 1,342,344
================ ================
The accompanying notes are an integral part of these financial statements
4
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Operations and Comprehensive Income
For Three Months Ended on For Nine Months Ended on
March 31 March 31
2004 (Restated) 2003 2004 (Restated) 2003
(Unaudited) (Unaudited)
-------------------------------- --------------------------------
Revenue
-------
Sales Revenue $ 705,460 $ 102,000 $ 1,686,258 $ 164,660
Cost of Sales (152,910) - (357,363) -
-------------- -------------- -------------- --------------
Gross Profit 552,550 102,000 1,328,895 164,660
-------------- -------------- -------------- --------------
Expenses
--------
Salaries & Benefits 1,119,641 376,030 2,643,188 660,978
Professional Fees 303,986 252,907 844,367 592,806
Selling, General & Administrative 230,753 48,044 855,943 414,477
Depreciation & Amortization (42,341) 59,224 196,460 117,514
-------------- -------------- -------------- --------------
Total Expense 1,612,039 736,205 4,539,958 1,785,775
-------------- -------------- -------------- --------------
Loss from Operations (1,059,489) (634,205) (3,211,063) (1,621,115)
-------------- -------------- -------------- --------------
Other Expense
-------------
Interest Expense, net (10,257) (30,287) (58,606) (61,131)
Non-Cash Interest Expense (63,069) - (63,069) -
Debt Conversion Expense (1,312,378) - (1,312,378) -
Equity in Losses of Associated Companies (223,196) - (622,176) -
Foreign Currency Gain (Loss) (205) - (4,463) -
-------------- -------------- -------------- --------------
Total Other Expense (1,609,105) (30,287) (2,060,692) (61,131)
-------------- -------------- -------------- --------------
Loss Before Taxes (2,668,594) (664,492) (5,271,575) (1,682,246)
Taxes - - - -
-------------- -------------- -------------- --------------
Net Loss $ (2,668,594) $ (664,492) $ (5,271,575) $ (1,682,246)
============== ============== ============== ==============
Net Loss Per Common Share
Basic $ (0.10) $ (0.08) $ (0.25) $ (0.28)
============== ============== ============== ==============
Diluted $ (0.10) $ (0.08) $ (0.25) $ (0.28)
============== ============== ============== ==============
Weighted Average Shares Outstanding 25,516,167 8,069,774 20,886,478 5,909,774
============== ============== ============== ==============
A summary of the components of other comprehensive gain (loss) for the three and
nine months ended March 31, 2004 and 2003 is as follows:
Three Months ended on Nine Months Ended on
March 31 March 31
2004 2003 2004 2003
(Unaudited) (Unaudited)
-------------------------------- --------------------------------
Net Loss $ (2,668,594) $ (664,492) $ (5,271,575) $ (1,682,246)
Foreign Currency Translation Gain (Loss) 39,105 (12,246) 23,525 (9,500)
-------------- -------------- -------------- --------------
Comprehensive Loss $ (2,629,489) $ (676,738) $ (5,248,050) $ (1,691,746)
============== ============== ============== ==============
The accompanying notes are an integral part of these financial statements
5
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Cash Flows
For the Nine Months Ended on
March 31,
2004 (Restated) 2003
(Unaudited)
------------------------------
Cash flows from operating activities:
Net loss $ (5,271,575) $ (1,682,246)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization 196,460 117,514
Stock issued for services 125,000 -
Equity losses in associated companies 622,176 -
Stock option compensation 219,584 -
Non-cash interest expense 63,069 -
Debt conversion expense 1,312,378
Changes in current assets and liabilities, net of business
acquired and business sold:
Accounts receivable, net (2,956) 33,526
Prepaid expenses, interest receivable and other assets (112,743) (400)
Accounts payable, deferred revenue and accrued expenses 858,031 (25,684)
Interest payable 22,588 59,261
------------- -------------
Net cash used by operating activities (1,967,988) (1,498,029)
------------- -------------
Cash flows from investing activities:
Payment for business acquisitions and divestiture, net of
cash acquired (1,435,195) 80,483
Deposit in restricted cash account (500,000) -
Notes receivable (975,000) -
Capital expenditures (19,998) (12,683)
------------- -------------
Net cash used by investing activities (2,930,193) 67,800
------------- -------------
Cash flows from financing activities:
Proceeds (repayments) of related party note payable (500,000) 3,928
Borrowing under short-term notes 1,395,550 1,140,000
Payments for financing fees (462,815) -
Exercise of warrants and options 28,848 -
Proceeds from sale of common stock 4,973,300 316,750
------------- -------------
Net cash provided by financing activities 5,434,883 1,460,678
Effect of foreign exchange on cash (23,525) 9,500
------------- -------------
Net increase in cash 513,177 39,449
Cash at beginning of period 86,511 1,632
------------- -------------
Cash at end of period $ 599,688 $ 41,081
============= =============
Supplemental information:
Issuance of common stock for business acquisitions $ 975,000 $ 75,000
============= =============
Issuance of convertible note for business acquisition $ - $ 1,000,000
============= =============
Issuance of contingently redeemable equity $ 2,250,000 $ -
============= =============
Conversion of bridge notes to common stock $ 2,148,378 $ -
============= =============
Issuance of warrants with bridge notes $ 599,923 $ -
============= =============
Cancellation of common stock and convertible notes
payable pursuant to the sale of CBL $ 461,063 $ -
============= =============
The accompanying notes are an integral part of these financial statements
6
Trinity Learning Corporation and Subsidiaries
Notes to the Financial Statements
(Unaudited)
March 31, 2004
NOTE 1. ACCOUNTING POLICIES
Overview
Trinity Learning is creating a global learning company by acquiring operating
subsidiaries that specialize in educational and training content, delivery, and
services for particular industries or that target a particular segment of the
workforce. Trinity Learning believes that there are product and service
synergies between and among our various subsidiaries that position us to create
a global learning company that can provide integrated learning services to
corporations, organizations, educational institutions, and individual learners,
using a variety of delivery technologies, platforms and methods to meet the
growing need for global learning solutions. Trinity Learning believes that it
will be one of the first companies to be able to serve major multinational
employers at multiple levels of their organizations and assist these customers
to meet the challenges of a major turnover in the world's workforce over the
coming decade. Factors such as demographics, technology, and globalization will
require enterprises, organizations and governments around the world to invest in
human capital to remain competitive.
The accompanying unaudited interim consolidated financial statements and related
notes have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all the information and footnotes required by
accounting principles generally accepted in the United States of America 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.
Change in Accounting for Ayrshire / Riverbend and IRCA
As disclosed in our Form 8K dated October 18, 2004, we announced that in the
process of preparing and completing its audit for the fiscal year ended June 30,
2004, we reviewed our earlier determination to consolidate the financial
statements of our 51% ownership of Ayrshire which owns 95% of Riverbend. This
consolidation was reflected in the Company's interim financial statements
included in its previously-filed quarterly reports for fiscal 2004. After this
review and following discussions by the Company's officers with its predecessor
auditor Chisholm, Bierwolf, Nilson & Associates and its current auditor BDO
Spencer Steward, the Company's Board of Directors
7
concluded on October 12, 2004 to use the equity method of accounting with
respect to the Company's interest in IRCA and Riverbend, rather than
consolidating the financial results of these entities with those of the Company.
Our 51% ownership in Ayrshire and in IRCA has been accounted for in the
financial statements included with this report using the equity method of
accounting. The equity method of accounting requires an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component, e.g. sales, cost of sales, operating expenses, the
investor only includes its share of the investee's net income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity method of accounting, the balance sheet of the investee is not
consolidated with the balance sheet of the investor. Rather, the fair value of
the consideration paid is shown as an asset, "Investments in Associated
Companies." The equity method of accounting is used for investments in which the
investor has significant influence over the operations of the investee but lacks
operating control.
Emerging Issues Task Force Issue 96-16, "Investor's Accounting for an Investee
When the Investor Has a Majority Voting Interest but the Minority Shareholders
Have Certain Approval or Voting or Veto Rights" (EITF 96-16) provides guidance
as to the distinction between protective rights of the minority shareholder
which do not overcome the presumption of consolidation and substantive
participating rights of the minority shareholder. Substantive participating
rights that allow the minority shareholder to participate in establishing
operating and capital decisions in the ordinary course of business, overcome the
presumption that the investor should consolidate the investee.
o In the Riverbend transaction, Section 20.2.11.3 of the Definitive
Agreement ("the Agreement") between Trinity, the majority owner in
Ayrshire, and Great Owl Limited ("Great Owl"), the minority owner in
Ayrshire, prevents Ayrshire and its subsidiaries from approving,
canceling or effecting "material changes to the annual budget or any
modification thereof" or "incur unbudgeted capital expenditure of
US$150,000 per item or US$500,000 per annum." Also, pursuant to
Section 18.3 of the Agreement, Trinity and Great Owl are "each
entitled to appoint an equal number of directors to the board of
directors" of Ayrshire. These substantive participating rights of the
minority shareholder preclude consolidation of this investment and
will remain in effect until Trinity owns 100% of Ayrshire.
o In the IRCA transaction, Section 20.1.19.3 of the Sale of Shares
Agreement ("SOS Agreement") between Danlas Limited, a wholly owned
subsidiary of Trinity, and IRCA Investments (Pty.) Ltd. ("IRCA
Investments"), the minority shareholder in IRCA, prevents IRCA and its
subsidiaries from approving, canceling or effecting "material changes
to the annual budget or any modification thereof, or to its strategic
plans or marketing strategy or incur unbudgeted capital expenditure in
excess of R200,000 (two hundred thousand Rand) per item or R800,000
(eight hundred thousand Rand) in total per annum." Also, pursuant to
Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
entitled to appoint equal number of directors to the board of
directors" of IRCA. These substantive participating rights of the
minority shareholder will remain in effect until Danlas owns 60% of
IRCA.
Principles of Consolidation and Basis of Presentation
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. Our
consolidated financial statements include the accounts of the company and our
wholly-owned subsidiaries. All significant intercompany transactions are
eliminated in consolidation.
Our 51% ownership in Ayrshire and in IRCA, respectively, has been accounted for
in the financial statements included with this report using the equity method of
accounting. The equity method of accounting permits an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component, e.g., sales, cost of sales, operating expenses, the
investor only includes its share of the investee's net income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity method of accounting, the balance sheet of the investee is not
consolidated with the balance sheet of the investor. Rather, the fair value is
recorded as an asset, "Equity Investments in Associated Companies." The equity
method of accounting is used for investments in
8
which the investor has significant influence over the operations of the investee
but lacks operating control. (See Notes 2 and 5).
Use of Estimates
The preparation of the Company's unaudited interim consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America 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.
Significant estimates include:
Purchase Accounting. The Company accounts for its investments in its
subsidiaries using the purchase method of accounting. Intangible assets are
recognized apart from goodwill if they are contractual in nature or separately
identifiable. Acquisitions are measured on the fair value of consideration
exchanged and, if the consideration given is not cash, measurement is based on
the fair value of the consideration given or the fair value of the assets
acquired whichever is more reliably measured. The excess of cost of an acquired
entity, amounts assigned to acquired assets and liabilities assumed shall be
recognized as goodwill. The valuation and allocation process relies on
significant assumptions made by management. In particular, the value of the
shares issued to effect the purchase prior to the Company having established a
trading market for its stock.
Identifiable Intangible Assets. The Company amortizes identifiable intangible
assets over their useful life unless that life is determined to be indefinite.
The remaining useful life of an intangible asset that is being amortized is
evaluated each reporting period as to whether events and circumstances warrant a
revision to the remaining period of amortization. Goodwill is not amortized and
is tested for impairment on an annual basis. The implied fair value of goodwill
is determined by allocating fair value to all assets and liabilities acquired;
the excess of the price paid over the amounts assigned to assets and liabilities
acquired is the implied fair value of goodwill.
Revenue Recognition
We earn our revenues primarily from service-related contracts, including
operations and maintenance services and a variety of technical assistance
services, and are accounted for over the period of performance, in proportion to
the costs of performance, evenly over the period, or over units of production.
Four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred or services
rendered; (3) the fee is fixed and determinable; and (4) collectibility is
reasonably assured. The Company determines whether criteria (3) and (4) are met
based on judgments regarding the nature of the fee charged for services rendered
and products delivered and the collectibility of those fees.
Allowance for Uncollectible Accounts Receivable
Our accounts receivable are reduced by an allowance for accounts that may become
uncollectible in the future. We base our estimated allowance for uncollectible
accounts primarily on management's evaluation of the financial condition of our
clients. Management regularly evaluates the adequacy of the allowance for
uncollectible accounts by taking into consideration factors such as the type of
client; governmental agencies or private sector; trends in actual and forecasted
credit quality of the client, including delinquency and late payment history;
and current economic conditions that may affect a client's ability to pay.
Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit
risk, consist principally of trade receivables. Concentrations of credit risk
with respect to trade receivables are limited due to the large number of clients
that comprise our customer base and their dispersion across different business
and geographic areas. We estimate and maintain an allowance for potentially
uncollectible accounts and such estimates have historically been within
management's expectations. Our cash balances and short-term investments are
maintained in accounts held by major banks and financial institutions located
primarily in the United States and Australia.
9
Cash and Cash Equivalents
We consider all highly liquid instruments with original maturities of three
months or less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost. In the year assets are retired or
otherwise disposed of, the costs and related accumulated depreciation are
removed from the accounts, and any gain or loss on disposal is reflected in
income. Depreciation is provided on the straight-line method using estimated
lives ranging from three to five years for property and equipment. Leasehold
improvements are amortized over the length of the lease or estimated useful
life, whichever is less. Property and equipment is periodically reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period.
Note Receivable
At March 31, 2004, the notes receivable balance is a $1,000,000 note receivable
from Ayrshire, an affiliated company. Notes receivable are evaluated quarterly
for collectibility and amounts deemed uncollectible are written off in the
period they are deemed uncollectible. As of June 30, 2003, notes receivable was
an advance made to TouchVision made prior to the acquisition of that subsidiary.
When the acquisition was finalized and the subsidiary consolidated, the note
receivable was reclassified to intercompany notes receivable and eliminated in
consolidation.
Notes Payable
Notes payable includes secured and unsecured notes payable and convertible notes
to third parties and to related parties. Convertible notes payable are
convertible to common stock and may be issued with warrants which may be
exercised for additional shares of the Company's common stock. Convertible notes
payable and notes payable issued with warrants are recorded at the amount
received or the amount payable at maturity offset by a discount for the fair
value of the warrants issued. Discounts are amortized over the life of the debt
instrument as interest expense. Discounts are amortized using the interest
method of accounting unless the difference between the straight-line method of
accounting and the interest method are immaterial.
Contingently Redeemable Equity
Contingently redeemable equity represents shares of our common stock issuable
upon the conversion of notes payable upon the satisfaction of certain conditions
pursuant to a contingent stock arrangement. The contingent stock arrangement is
dependent on the satisfaction of certain conditions by us, most notably the
listing of our common stock an a major stock exchange in the United States of
America, for whom there are financial requirements for listing. The value of the
contingently redeemable equity is based on the number of shares to be issued at
$0.50 per share. The value was determined by management prior to the Company
establishing a trading market for its stock.
Software Development Costs
Software development costs are charged to expense as incurred until
technological feasibility is attained. Technological feasibility is attained
when the Company's software has completed system testing and has been determined
viable for its intended use. The time between the attainment of technological
feasibility and completion of software development has been short with
immaterial amounts of development costs incurred during this period.
Accordingly, software costs have not been capitalized other than product
development costs acquired through technology business combinations and
technology purchases. Less than 1% of sales revenue was for purchased software.
Earnings per 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 shares
issued including shares held in escrow, common stock issuable upon the
conversion of notes payable or the exercise of stock options
10
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 release of
escrow shares, the conversion of notes payable or the exercise of options and
warrants for common shares were not included in the computation of DEPS, because
their inclusion would have been antidilutive for the three and nine months ended
March 31, 2004 and 2003.
If the company were to include all potential shares in the calculation, the
following items would be included:
o Stock options to purchase 3,640,000 shares of common stock at prices
ranging from $0.05 to $0.50 per share were outstanding at March 31,
2004; 2,192,000 options were outstanding at March 31, 2003 at purchase
prices varying from $0.05 to $0.50 per share.
o Warrants to purchase 19,035,950 shares of common stock at prices
ranging from $0.05 to $2.00 per share were outstanding at March 31,
2004; no warrants were outstanding at March 31, 2003.
o At March 31, 2004 and 2003, we held 662,500 and 1,000,000 shares in
escrow, respectively.
o At March 31, 2004, we had the following convertible notes outstanding:
(i) a convertible non-interest-bearing promissory note in the amount
of $20,000 was convertible into 2,000,000 shares of our common stock
for our investment in Ayrshire, (ii) a convertible
non-interest-bearing promissory note in the amount of $20,000 was
convertible into 2,500,000 shares of our common stock for our
investment in Danlas / IRCA, (iii) a convertible promissory note in
the amount of $500,000 convertible into 1,000,000 shares of our common
stock for our investment in VILPAS and (iv) convertible promissory
notes totaling $310,000 convertible into an indeterminable amount of
shares of our common stock.
o At March 31, 2003, the following convertible notes outstanding: (i)
$695,000 convertible notes payable convertible into an indeterminable
number of shares of our common stock, (ii) $500,000 convertible notes
payable convertible into an indeterminable number of shares and (iii)
$1,000,000 convertible notes payable convertible into 500,000 shares
of our common stock.
Three Months Ended Nine Months Ended
March 31 March 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
Numerator-Basic / Diluted
Net (loss) available for common stockholders $ (2,668,594) $ (664,492) $ (5,271,576) $ (1,701,754)
============= ============= ============= =============
Denominator-Basic / Diluted
Weighted-average common stock outstanding 25,516,167 8,069,774 20,886,478 5,909,774
============= ============= ============= =============
Basic (loss) per share $ (0.10) $ (0.08) $ (0.25) $ (0.28)
============= ============= ============= =============
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. 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
adopted the fair value based method of accounting for stock-based employee
compensation during the transition period from October 1, 2002 to June 30, 2003
and there was not a material impact to the financial results of the Company (see
Note 11-Stock Option Plan).
Goodwill and Other Intangibles Resulting from Business Acquisitions
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 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.
11
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. The Company does not have any 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.
NOTE 2 - ACQUISITIONS AND DIVESTITURES
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.
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of TouchVision, a California corporation that is in the
business of providing technology-enabled information and learning systems to
12
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. The determination of
purchase price was based on, among other things, annual revenue for the two
preceding years relative to comparable market based values for publicly traded
companies. 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. The results of
operations for TouchVision have been consolidated in the Company's financial
statements since the date of acquisition.
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of 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 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.
The determination of purchase price was based on, among other things, annual
revenue for the two preceding years relative to comparable market based values
for publicly traded companies.
On September 1, 2003, we completed the acquisition of 51% of the issued and
outstanding shares of Ayrshire that owns 95% of Riverbend, a South African
company that provides learning services to corporations and individuals in South
Africa. 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. Of these shares, up to 400,000 may be
withheld in satisfaction for any breach of warranties by the former shareholders
of Ayrshire. The determination of purchase price was based on, among other
things, annual revenue for the two preceding years relative to comparable market
based values for publicly traded companies. The Ayrshire 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 December 30, 2006. The
results of operations for Ayrshire, using the equity method, have been included
in the Company's financial statements since the date of acquisition.
As part of the Ayrshire transaction, we also acquired the option to purchase the
remaining 49% of Ayrshire, subject to certain limitations. The option is
exercisable for a period of ten years from the day upon which the average
closing price per share of the Company's common stock for a period of ten days
equals or exceeds $2.00. The purchase consideration for the remaining 49% is
1,500,000 shares of our common stock.
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. The loan to Ayrshire has been recorded accounted for as a note receivable
(See Note 8).
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,
health 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 under certain
conditions into a maximum of 4,500,000 shares of the Company's common stock,
(ii) agreed to advance $500,000 in cash to Danlas to establish an international
sales force, (iii) provided $500,000 as collateral for an operating line of
credit 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 contingently redeemable equity at $0.50 per share; this value was
determined by management prior to the Company establishing a trading market for
its stock. The determination of purchase price was based on, among other things,
annual revenue for the two preceding years relative to comparable market based
values for publicly traded companies. The results of operations for IRCA, using
the equity method, have been included in the Company's financial statements
since the date of acquisition.
13
As part of the Danlas transaction, we issued two convertible notes of $10,000
which to purchase the remaining 49% of IRCA. However, the notes are only
effective should Danlas be able to exercise two options for the remaining 49% of
IRCA. The options are exercisable for the period December 1, 2003 to December
31, 2005 commencing the day upon which the average closing price per share of
the Company's common stock for a period of ten days equals or exceeds $2.00. The
purchase consideration for the remaining 49% is 2,000,000 shares of our common
stock. As no value has been received, no value has been assigned in our
financial statements for these instruments.
Emerging Issues Task Force Issue 96-16, "Investor's Accounting for an Investee
When the Investor Has a Majority Voting Interest but the Minority Shareholders
Have Certain Approval or Voting or Veto Rights" (EITF 96-16) provides guidance
as to the distinction between protective rights of the minority shareholder
which do not overcome the presumption of consolidation and substantive
participating rights of the minority shareholder. Substantive participating
rights that allow the minority shareholder to participate in establishing
operating and capital decisions in the ordinary course of business, overcome the
presumption that the investor should consolidate the investee.
o In the Riverbend transaction, Section 20.2.11.3 of the Definitive
Agreement ("the Agreement") between Trinity, the majority owner in
Ayrshire, and Great Owl Limited ("Great Owl"), the minority owner in
Ayrshire, prevents Ayrshire and its subsidiaries from approving,
canceling or effecting "material changes to the annual budget or any
modification thereof" or "incur unbudgeted capital expenditure of
US$150,000 per item or US$500,000 per annum." Also, pursuant to
Section 18.3 of the Agreement, Trinity and Great Owl are "each
entitled to appoint an equal number of directors to the board of
directors" of Ayrshire. These substantive participating rights of the
minority shareholder preclude consolidation of this investment and
will remain in effect until Trinity owns 100% of Ayrshire.
o In the IRCA transaction, Section 20.1.19.3 of the Sale of Shares
Agreement ("SOS Agreement") between Danlas Limited, a wholly owned
subsidiary of Trinity, and IRCA Investments (Pty.) Ltd. ("IRCA
Investments"), the minority shareholder in IRCA, prevents IRCA and its
subsidiaries from approving, canceling or effecting "material changes
to the annual budget or any modification thereof, or to its strategic
plans or marketing strategy or incur unbudgeted capital expenditure in
excess of R200,000 (two hundred thousand Rand) per item or R800,000
(eight hundred thousand Rand) in total per annum." Also, pursuant to
Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
entitled to appoint equal number of directors to the board of
directors" of IRCA. These substantive participating rights of the
minority shareholder will remain in effect until Danlas owns 60% 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. 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 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.
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 $ -
Goodwill acquired during the period 1,315,000
Goodwill divested during the period -
------------
Balance as of March 31, 2004 $ 1,315,000
============
We will complete our first transitional goodwill impairment test during the
fourth quarter of 2004.
14
The values assigned to the other amortizable intangible assets are considered
appropriate based on independent valuations. The other amortizable 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 Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
------------ ------------ ------------ ------------ ------------ ------------
Trade names and trademarks $ 56,000 $ 15,000 $ 141,000 $ - $ - $ -
Backlog - - - 3,882 582 3,300
Current and core technology 152,000 24,402 127,598 584,002 166,321 417,681
Customer relationships 18,000 12,600 5400 - - -
Other intangibles 42,602 5,800 36,802 946,683 844 529,584
------------ ------------ ------------ ------------ ------------ ------------
Total $ 368,602 $ 57,802 $ 310,800 $ 1,118,312 $ 167,747 $ 950,565
============ ============ ============ ============ ============ ============
Equity Investments in Associated Companies
The consideration paid for our investment in Ayrshire was $1,239,079. This
amount comprises legal and financial advisory fees of $239,079 plus 2,000,000
shares of our common stock valued at $0.50 per share. The net asset value of
Ayrshire at acquisition date was $1,806,886 and our pro rata share of their net
assets was $875,463. Equity Investments in Associated Companies are periodically
reviewed for impairment. The difference between our investment and our pro rata
share of Ayrshire's net assets as been allocated to goodwill and to intangible
assets. Equity Investments in Associated Companies are periodically reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period. As of March 31, 2004, no such impairment was incurred.
The consideration paid for our investment in IRCA was $2,026,014. This amount
comprises legal, financial advisory and consultancy fees of $776,014 including
the payment to Mr. Steynberg of $612,668 plus 2,500,000 shares of our common
stock valued at $0.50 per share. The net asset value of IRCA at acquisition date
was $2,704,870 and our pro rata share of their net assets was $1,379,484. The
difference between our investment and our pro rata share of IRCA's net assets as
been allocated to goodwill and to intangible assets. Equity Investments in
Associated Companies are periodically reviewed for impairment. When such
impairment is identified, it is recorded as a loss in that period. As of March
31, 2004, no such impairment was incurred.
Divestitures
In December 2003, we sold our interest in CBL Global Corporation 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 to Messrs. Kennedy and Scammell
is no longer an obligation of the Company. Through CBL's strategic alliance with
IRCA, Trinity will continue to market CBL-related workplace learning content and
products in Africa.
As a result of the divestiture, the results of operations for CBL through the
date of divestiture, December 21, 2003 of $368,036 have been included in the
results of operation presented with this report. The accumulated deficit
$1,314,277 resulting from the accumulated operating loss for CBL between October
2002 and December 2003 as well as a comprehensive income of $20,073 are included
with our consolidated accumulated deficit and accumulated other comprehensive
income at March 31, 2004. The net fair value of the assets and liabilities
divested, net of $1,000,000 convertible note payable which was cancelled, the
intercompany receivable from CBL and the cancellation of 3,000,000 shares of
shares of our common stock which was cancelled were recorded as a $461,063
credit to our common stock. No gain or loss was recognized in the Consolidated
Statement of Operations as a result of the divestiture.
15
Pro Forma Results
The operating results of CBL Global Corporation ("CBL"), TouchVision, and RMT
have been included from the date of acquisition forward. TouchVision and RMT's
results of operations for the months of July and August 2003 were not included
in the Company's consolidated statements of operations. 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, and RMT 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 $ 705,460 $ 644,477 $ 2,098,478 $ 1,984,255
============= ============= ============= =============
Gross Profit $ 552,703 382,014 $ 1,500,523 $ 1,413,458
============= ============= ============= =============
Operating Loss $ (1,059,489) $ (437,519) $ (3,110,293) $ (971,972)
============= ============= ============= =============
Net Loss $ (2,668,594) $ (437,519) $ (4,509,465) $ (1,013,094)
============= ============= ============= =============
Net Loss per Common Share $ (0.10) $ (0.02) $ (0.22) $ (0.05)
============= ============= ============= =============
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 - PROPERTY AND EQUIPMENT
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.
Assets Cost Depreciation Expense Accumulated Depreciation
3/31/04 6/30/03 3/31/04 6/30/03 3/31/04 6/30/03
--------- --------- --------- --------- --------- ---------
Furniture & Equipment $ 55,835 $ 53,385 $ 26,955 $ 5,675 $ 26,955 $ 7,824
========= ========= ========= ========= ========= =========
NOTE 4 - COMMITMENTS
Total rental expense included in operations for operating leases for the nine
months ended March 31, 2004 and 2003, amounted to $132,713 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.
16
Total Minimum Lease Commitments as of March 31, 2004:
Calendar Year Amount
----------------- ----------
2004 $ 127,355
2005 27,291
2006 -
2007 -
Thereafter -
----------
Total $ 154,646
==========
NOTE 5 - EQUITY INVESTMENTS IN ASSOCIATED COMPANIES
At March 31, 2004, the principal components of Equity Investments in Associated
Companies, was our 51% ownership in Ayrshire which owns 95% of Riverbend and our
51% ownership of IRCA:
Ayrshire IRCA
------------ ------------
Equity investment $ 1,239,079 $ 2,026,014
Equity in loss of unconsolidated subsidiary (381,695) (240,481)
------------ ------------
Balance March 31, 2004 $ 857,384 $ 1,785,553
============ ============
Financial position of Ayrshire / Riverbend and in IRCA at March 31, 2004:
Ayrshire IRCA
------------ ------------
Income statement information:
Revenue $ 2,406,781 3,349,610
============ ============
Operating loss $ (1,072,792) $ (370,178)
============ ============
Loss $ (583,769) $ 432,849
============ ============
Net loss Minority interest portion $ (381,695) $ (240,481)
============ ============
Financial position information:
Current assets $ 2,457,593 $ 2,226,616
============ ============
Noncurrent assets $ 237,911 $ 1,099,656
============ ============
Current Liabilities $ 1,152,370 $ 3,712,566
============ ============
Long-term liabilities $ 1,391,179 $ 151,118
============ ============
Equity Investments in Associated Companies are periodically reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period
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.
17
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. Through CBL's strategic
alliance with IRCA, Trinity will continue to market CBL-related workplace
learning content and products in Africa.
As a result of the divestiture, the results of operations for CBL through the
date of divestiture, December 21, 2003 of $368,036 have been included in the
results of operation presented with this report. The accumulated deficit
$1,314,277 resulting from the accumulated operating loss for CBL between October
2002 and December 2003 as well as a comprehensive income of $20,073 are included
with our consolidated accumulated deficit and accumulated other comprehensive
income at March 31, 2004. The net fair value of the assets and liabilities
divested, net of $1,000,000 convertible note payable which was cancelled, the
intercompany receivable from CBL and the cancellation of 3,000,000 shares of
shares of our common stock which was cancelled were recorded as a $461,063
credit to our common stock. No gain or loss was recognized in the Consolidated
Statement of Operations as a result of the divestiture.
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.
As further consideration for our September 1, 2003 purchase of 51% of Ayrshire,
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. The note is due December 30, 2006 provided that if
by December 2005, a an option to purchase the additional 49% of Ayrshire has not
been exercised, the loan shall be repayable in five equal annual installments,
the first installment being payable on December 31, 2007 and the remaining
installments payable in yearly intervals thereafter. As part of the agreement,
we may exercise the option to acquire the remaining 49% of Ayrshire in
consideration for the issuance of an additional 1,500,000 shares of our common
stock.
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.
On December 17, 2003, and 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 May 18, 2004, we paid $607,165 to Titan
Aviation.
On December 15, 2003, the Company's Board of Directors approved a payment of
$59,600 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.
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
18
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.
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"), for whom Mr.
Swindells is a director, 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 $932,716 under the Advisory Agreement. Of the balance
of $932,716, $306,421 has been paid in cash to EAS and $250,000 or 250,000
shares with a fair market value of $375,000 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.
Between December 2002 and March 2003, 3,200,000 shares of our common stock were
issued pursuant to this arrangement. The shares were issued at $0.052 per share.
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
In January 2004, the Company commenced an offering of up to $3,000,000 Senior
Convertible Bridge Notes (the "Notes"). The Notes will mature in twelve months
plus accrued interest at a rate of 7% per annum. The Notes are
19
convertible at 80% of the "Next Equity Financing" offering price. In addition,
for each $1.00 invested, the investor shall receive a 5 year warrant to purchase
a share of the Company's common stock at $1.00 per share. The Next Equity
Financing shall mean a common stock equity financing in which proceeds equal or
exceed $5,000,000. As such, a value attributable to the warrants using the Black
Scholes model of $599,923 was determined and recorded as a discount on notes
payable.
On March 25, 2004, the Company's board of directors voted to allow conversion of
the notes and accrued interest if converted prior to April 5, 2004 at a
conversion price of $0.60 per share. At its May 12, 2004 meeting the board voted
to allow all note holders who had not previously converted prior to April 5,
2004 to convert the outstanding principal and interest at $0.60 per share. As a
result, certain investors elected to convert $836,000 in principal of the total
amount then outstanding of $1,146,000 plus accrued interest of $5,108 as of
March 25, 2004. The difference of $1,312,378 between the fair market value of
the shares issued calculated using $1.25 per share and the carrying value of the
debt plus accrued interest of the debt retired was recorded as debt conversion
expense. At March 31, 2004, the principal value of the Notes that were not
converted totaled $310,000 and the discount on notes payable balance was
$143,280.
In February 2004, the Company issued two notes payable totaling $250,000 to Hong
Kong Central Credit Union and HIT Credit Union. Upfront fees paid on these
transactions were $40,000 including reimbursed legal expense of $15,000.
On March 31, 2004, notes payable to accredited investors and related parties
totaled $686,248 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 bank due October 29, 2004, plus
interest payable annually at 9.5%, secured by vehicle. $ 14,234 $ -
Note payable to related parties; due December 21, 2004,
plus interest payable at 6% per annum, see Note 8. 15,234 -
Unsecured notes payable, due to Hong Kong League
Central Credit Union, due February 5, 2005 and bears
interest at 12% per annum. 217,105 -
Unsecured notes payable, due to HIT Credit Union, due
February 5, 2005 and bears interest at 12% per annum 32,895 -
Senior Convertible Bridge Notes, due in twelve months
and bearing interest at 7% per annum, net of discount
of $143,280 166,720 -
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 to related parties
due on December 1, 2003, see Note 8. - 925,000
20
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 686,248 2,147,151
Less: Current Maturities 446,188 (2,147,151)
--------- ----------
Long Term Notes Payable $ 240,060 $ -
========= ==========
NOTE 10 - STOCKHOLDERS' EQUITY
Between June and October 2003, we received subscriptions to our May 2003 Private
Placement Memorandum ("May 2003 PPM") totaling $5,073,300 from outside investors
to purchase 5,073,300 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.
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. 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. As a result of
the sale, we recorded an increase in stockholders' equity of $461,063.
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.
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with EAS, for whom Mr. Swindells is a director, 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 $932,716 under the
Advisory Agreement of
21
which, $250,000 or 250,000 shares with a fair market value of $375,000 was paid
to EAS in the Company's common stock in January 2004.
In January 2004, the Company commenced an offering of up to $3,000,000 Senior
Convertible Bridge Notes (the "Notes"). The Notes will 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. In addition, for each $1.00
invested, the investor shall receive a 5 year warrant to purchase a share of the
Company's common stock at $1.00 per share. The Next Equity Financing shall mean
a common stock equity financing in which proceeds equal or exceed $5,000,000. As
such, a value attributable to the warrants using the Black Scholes model of
$599,923 was determined and recorded as a discount on notes payable. 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. Financing fees
payable at March 31, 2004 are $114,600.
On March 25, 2004, the Company's board of directors voted to allow conversion of
the notes and accrued interest if converted prior to April 5, 2004 at a
conversion price of $0.60 per share. At its May 12, 2004 meeting the board voted
to allow all note holders who had not previously converted prior to April 5,
2004 to convert the outstanding principal and interest at $0.60 per share. As a
result, certain investors elected to convert $836,000 in principal of the total
amount then outstanding of $1,146,000 plus accrued interest of $5,108 as of
March 25, 2004. The difference of $1,312,378 between the fair market value of
the shares issued calculated using $1.25 per share and the carrying value of the
debt plus accrued interest of the debt retired was recorded as debt conversion
expense.
Finally, 100,000 and 40,721 shares of the Company's common stock were issued to
Mr. Ronald 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 Average
Number of 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
================ ================
22
The following schedule summarizes the activity during the nine months ended
March 31, 2004.
2002 STOCK PLAN
---------------
Weighted Average
Number of 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
================ ================
In accordance with Statement of Financial Accounting Standards Number 123,
"Accounting for Stock-Based Compensation," option expense of $17,434 and
$219,584 was recognized for the three months and nine months ended March 31,
2004, respectively using Black Scholes model and the following input variables.
Fair value determined by the model for shares issued up to March 31, 2004 was
$0.30 and for the transition period ended June 30, 2003 it was $0.13.
March 31, 2004
--------------
Five-Year Risk Free Interest Rate 3.05%
Dividend Yield Nil
Volatility 70%
Average Expected Term (Years to Exercise) 5
Stock options outstanding and exercisable under 2002 Stock Plan as of March 31,
2004 are as follows:
Average
Weighted Remaining Average
Number of Average Contractual Number Weighted
Range of Options Exercise Life of Options Exercise
Exercise Price Outstanding Price (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 accounting principles generally
accepted in the United States of America 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
23
(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-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
None.
24
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/A 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/A 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.
OVERVIEW
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 workplace training and certification to their employees. 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 and 2004 have been 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, 2003 and December 1,
2003, respectively, we completed the following four non-related acquisitions. On
February 23, 2004, we announced that we had entered into an Agreement and Plan
of Merger with ProsoftTraining. 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
25
segments of the food production industry, including viticulture and
horticulture. 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.
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. 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.
Our 51% ownership in Ayrshire has been accounted for in the financial
statements included with this report using the equity method of accounting. The
equity method of accounting requires an investor to incorporate its pro rata
share of the investee's earnings into its earnings. However, rather than include
each component, e.g. sales, cost of sales, operating expenses, the investor only
includes its share of the investee's net income or loss as a separate line item
in its net income. The net income impact is identical whether the equity method
of accounting is used or full consolidation is employed. Under the equity method
of accounting, the balance sheet of the investee is not consolidated with the
balance sheet of the investor. Rather, the fair value of the consideration paid
is recorded as an asset, "Investment in Associated Company." The equity method
of accounting is used for investments in which the investor has significant
influence over the operations of the investee but lacks operating control.
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 $500,000 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 contingently redeemable equity at $0.50 per share.
Our 51% ownership in IRCA has been accounted for in the financial
statements included with this report using the equity method of accounting. The
equity method of accounting requires an investor to incorporate its pro rata
share of the investee's earnings into its earnings. However, rather than include
each component, e.g. sales, cost of sales, operating expenses, the investor only
includes its share of the investee's net income or loss as a separate line item
in its net income. The net income impact is identical whether the equity method
of accounting is used or
26
full consolidation is employed. Under the equity method of accounting, the
balance sheet of the investee is not consolidated with the balance sheet of the
investor. Rather, the fair value of the consideration paid is recorded as an
asset, "Investment in Associated Company." The equity method of accounting is
used for investments in which the investor has significant influence over the
operations of the investee but lacks operating control.
VILPAS
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. 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 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. The business results for VILPAS will not
be consolidated for March 2004 until the fourth quarter 2004 as its activity was
de minimus to the Company's overall operating results.
ProsoftTraining
On February 23, 2004, Trinity Learning Corporation (the "Company")
announced that it 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.
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 of
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 CBL's strategic
alliance with IRCA, Trinity will continue to market CBL-related workplace
learning content and products in Africa.
Change in Accounting for Ayrshire / Riverbend and IRCA
As disclosed in our Form 8K dated October 18, 2004, we announced that in
the process of preparing and completing its audit for the fiscal year ended June
30, 2004, we reviewed our earlier determination to consolidate the financial
statements of our 51% ownership of Ayrshire which owns 95% of Riverbend. This
consolidation was reflected in the Company's interim financial statements
included in its previously-filed quarterly reports for fiscal
27
2004. After this review and following discussions by the Company's officers with
its predecessor auditor Chisholm, Bierwolf, Nilson & Associates and its current
auditor BDO Spencer Steward, the Company's Board of Directors concluded on
October 12, 2004 to use the equity method of accounting with respect to the
Company's interest in IRCA and Riverbend, rather than consolidating the
financial results of these entities with those of the Company.
Our 51% ownership in Ayrshire and in IRCA have been accounted for in the
financial statements included with this report using the equity method of
accounting. The equity method of accounting requires an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component, e.g. sales, cost of sales, operating expenses, the
investor only includes its share of the investee's net income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity method of accounting, the balance sheet of the investee is not
consolidated with the balance sheet of the investor. Rather, the fair value of
the consideration paid is shown as an asset, "Investments in Associated
Companies." The equity method of accounting is used for investments in which the
investor has significant influence over the operations of the investee but lacks
operating control.
Emerging Issues Task Force Issue 96-16, "Investor's Accounting for an
Investee When the Investor Has a Majority Voting Interest but the Minority
Shareholders Have Certain Approval or Voting or Veto Rights" (EITF 96-16)
provides guidance as to the distinction between protective rights of the
minority shareholder which do not overcome the presumption of consolidation and
substantive participating rights of the minority shareholder. Substantive
participating rights that allow the minority shareholder to participate in
establishing operating and capital decisions in the ordinary course of business,
overcome the presumption that the investor should consolidate the investee.
o In the Riverbend transaction, Section 20.2.11.3 of the Definitive
Agreement ("the Agreement") between Trinity, the majority owner in
Ayrshire, and Great Owl Limited ("Great Owl"), the minority owner in
Ayrshire, prevents Ayrshire and its subsidiaries from approving,
canceling or effecting "material changes to the annual budget or any
modification thereof" or "incur unbudgeted capital expenditure of
US$150,000 per item or US$500,000 per annum." Also, pursuant to
Section 18.3 of the Agreement, Trinity and Great Owl are "each
entitled to appoint an equal number of directors to the board of
directors" of Ayrshire. These substantive participating rights of the
minority shareholder preclude consolidation of this investment and
will remain in effect until Trinity owns 100% of Ayrshire.
o In the IRCA transaction, Section 20.1.19.3 of the Sale of Shares
Agreement ("SOS Agreement") between Danlas Limited, a wholly owned
subsidiary of Trinity, and IRCA Investments (Pty.) Ltd. ("IRCA
Investments"), the minority shareholder in IRCA, prevents IRCA and its
subsidiaries from approving, canceling or effecting "material changes
to the annual budget or any modification thereof, or to its strategic
plans or marketing strategy or incur unbudgeted capital expenditure in
excess of R200,000 (two hundred thousand Rand) per item or R800,000
(eight hundred thousand Rand) in total per annum." Also, pursuant to
Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
entitled to appoint equal number of directors to the board of
directors" of IRCA. These substantive participating rights of the
minority shareholder will remain in effect until Danlas owns 60% of
IRCA.
Change in Fiscal Year
On August 6, 2003, our board of directors approved a change in our fiscal
year-end from December 31 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 the first nine months of fiscal year 2004 include seven months'
results of operations for the two companies we recently acquired as well as
CBL's activity for the first six months of fiscal year 2004. Revenues from our
clients were $1,686,258 for the first nine months of fiscal year 2004, compared
with $164,660 for the nine month period ended December 31, 2003. Of the total
increase in revenues from our clients, $1,518,549 was due to the two
acquisitions described above that we made during the first quarter of fiscal
year 2004.
28
We believe that the acquisitions we completed in the first quarter of
fiscal year 2004 will shift our business in the direction of markets that we
believe offer good growth potential for the Company.
Critical Accounting Policies and Management Judgment
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.
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.
No material changes to such information have occurred during the nine months
ended March 31, 2004.
1. Consolidation Policy. Our consolidated financial statements include
the accounts of the company and our wholly-owned subsidiaries. All
significant intercompany transactions are eliminated in consolidation.
Our 51% ownership in Ayrshire and in IRCA have been accounted for in
the financial statements included with this report using the equity
method of accounting. The equity method of accounting requires an
investor to incorporate its pro rata share of the investee's earnings
into its earnings. However, rather than include each component, e.g.
sales, cost of sales, operating expenses, the investor only includes
its share of the investee's net income or loss as a separate line item
in its income. The net income impact is identical whether the equity
method of accounting is used or full consolidation is employed. Under
the equity method of accounting, the balance sheet of the investee is
not consolidated with the balance sheet of the investor. Rather, the
fair value of the consideration paid is recorded as an asset,
"Investment in Associated Company." The equity method of accounting is
used for investments in which the investor has significant influence
over the operations of the investee but lacks operating control.
2. Revenue Recognition. We earn our revenues primarily from
service-related contracts, including operations and maintenance
services and a variety of technical assistance services, and are
accounted for over the period of performance, in proportion to the
costs of performance, evenly over the period, or over units of
production. Four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred or services rendered; (3) the fee is fixed and
determinable; and (4) collectibility is reasonably assured. The
Company determines whether criteria (3) and (4) are met based on
judgments regarding the nature of the fee charged for services
rendered and products delivered and the collectibility of those fees.
3. Contingently Redeemable Equity. Contingently redeemable equity are
shares of our common stock issuable upon the conversion of notes
payable upon the satisfaction of certain conditions pursuant to a
contingent stock arrangement. The contingent stock arrangement is
dependent on the satisfaction of certain conditions by us, most
notably the listing of our common stock an a major stock exchange in
the United States of America, for whom there are financial
requirements for listing. The value of the contingently redeemable
equity is based on the number of shares to be issued at $0.50 per
share. Such determination is based upon its then current fundraising
efforts in which the Company raised in excess of $3,000,000 at $0.50
per share prior to the Company establishing a trading market for its
stock.
4. Common Stock Valuation. To determine the value of the stock issued for
the September 1, 2004 consideration paid for TouchVision and RMT, the
Company used a value of $0.50 per share of common stock as the fair
value. Such determination is based upon its then current fundraising
efforts in which the Company raised in excess of $3,000,000 at $0.50
per share prior to the Company establishing a trading market for its
stock.
29
5. Allocation of Consideration for Investments in Subsidiaries. The
excess of the consideration paid for subsidiaries over the fair value
of acquired tangible assets less the fair value of acquired
liabilities is assigned to intangible assets and goodwill. The Company
obtains an independent third party valuation to ascertain the amount
to allocate to identifiable intangible assets and the useful lives of
those assets.
6. Allocation of Consideration for Equity Investments in Associated
Companies. The excess of the consideration paid for equity investments
in associated companies over the fair value of our pro rata share of
acquired tangible assets less the fair value of acquired liabilities
is assigned to intangible assets and goodwill. The Company obtains an
independent third party valuation to ascertain the amount to allocate
to identifiable intangible assets and the useful lives of those
assets.
7. Convertible Notes Payable and Notes Payable Issued with Warrants.
Convertible notes payable and notes payable issued with warrants are
recorded at the amount received or the amount payable at maturity
offset by a discount account determined based on the fair value of the
beneficial conversion rights, if any, or proportionate share of the
fair value of the warrants issued. Discounts are amortized over the
life of the debt instrument as interest expense. Any balance that
remains at conversion of the note payable or prepayment of the debt is
recorded as expense in the current period. Discounts are amortized
using the interest method of accounting unless the difference between
the straight-line method of accounting and the interest method are
immaterial.
Adoption of Statements of Financial 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 and adoption of SFAS 146 did
not significantly impact the Company's financial statements.
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 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 changed to the fair value
based method of
30
accounting for stock-based employee compensation during the transition period
from October 1, 2002 to June 30, 2003. Adopting 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 does not have a significant impact
to 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 will adopt SFAS 150 on October 1, 2003. The Company does
not anticipate adoption of SFAS 150 to significantly impact 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.
On December 17, 2003, we entered into an agreement with Titan Aviation Ltd
("Titan"), a Guernsey company, for the purpose of having Titan act as our
representative in our acquisition 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. This amount has been included with accounts
payable as of March 31, 2004.
As of 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.
As of 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 December 31, 2003, GCP had
earned a total of $315,000 under the Advisory
31
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.
As of July 31, 2002, we entered into a Advisory Agreement with EAS, for
whom Mr. Swindells is a director, pursuant to which EAS agreed to provide
financial advisory and investment banking services to the Company in exploration
of the following strategic alternatives: (a) a private placement of the
Company's convertible promissory notes, (b) a private placement of the Company's
common or preferred stock, and (c) one or more possible purchase transactions by
the Company. In exchange for such services, we agreed to pay EAS a retainer fee
of $5,000 per month and a commission ranging from 5% to 7% based on the type of
transaction consummated, such fees being payable in cash or the Company's common
stock at EAS' option. Through March 31, 2004, EAS had earned a total of $932,716
under the Advisory Agreement. Of the balance of $932,716, $306,421 has been paid
in cash to EAS and $250,000 or 250,000 shares with a fair market value of
$375,000 was paid to EAS in the Company's common stock 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. During our previous fiscal year, we were advanced $145,000 by Mr.
Swindells, and during the transition period from October 1, 2002 to June 30,
2003, we were advanced an additional $780,000 by Mr. Swindells. 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.
RESULTS OF OPERATIONS
Third Quarter Ended March 31, 2004 Compared to March 31, 2003
Our gross sales revenues were $705,460 for the quarter ended March 31,
2004, as compared to $102,000, the amount we reported for the quarter ended
March 31, 2003. The increase in revenues was due to the acquisitions of
TouchVision and RMT ("acquisitions") which provided the revenues for the third
quarter of fiscal year 2004. Sales revenue in 2003 is attributable to CBL which
we divested in December 2003.
Costs of sales for the quarter ended March 31, 2004 were $152,910 and
consist of labor and hardware costs, and other incidental expenses, as compared
to $0 for the same period last year. This increase was a result of the
acquisitions, which increased costs of sales.
Our gross profit was $552,550 for the quarter ended March 31, 2004, as
compared to $102,000, the amount we reported for the quarter ended March 31,
2003. The increase in gross profit was due to the acquisitions, which provided
$552,703 in gross profit. Gross profit in 2003 is attributable to CBL which we
divested in December 2003.
Operating expense for the quarter ended March 31, 2004 was $1,612,039 as
compared with $736,205 for the same period in the prior year. The increase in
operating expenses was due in part to the additional operating costs of the
acquisitions totaling $426,868. Trinity corporate expenses increased $476,912 to
$853,124 when compared to the same period last year. This increase is primarily
attributable to increased salaries and benefits expense ($207,648), the
establishment of an accrual for executive bonuses ($135,000) as well as
professional fees in support of our growth strategy ($201,938). Results for the
three months ended March 31, 2004 include eight full time employees in Trinity
corporate as compared to four employees at March 31, 2003. In addition,
operating expense for the Danlas / IRCA-sales global expansion effort was
$325,684.
Other expense of $1,609,105 was $1,578,881 greater than the prior year and
is primarily attributable to the losses in our equity investments in associated
companies of $223,196 as well as debt conversion expense of $1,312,378 on
conversion of notes payable. Of the total of equity losses in associated
companies, $136,268 is attributable to IRCA and $86,928 is attributable to
Ayrshire / Riverbend.
32
We reported net loss available for common shareholders of $2,668,594 or
$0.10 per share, for the quarter ended March 31, 2004, compared with a net loss
of $664,492, or $0.07 per share, for the same period last year.
Nine Months Ended March 31, 2004 Compared to March 31, 2003
Our gross sales revenues were $1,686,258 for the nine months ended March
31, 2004, as compared to $164,660 for the nine months ended March 31, 2003. The
increase in revenues was primarily due to the TouchVision ($861,630) and RMT
($477,257) acquisitions ("acquisitions") which provided the revenues for seven
of the first nine months of fiscal year 2004. CBL's revenue for the first nine
months of 2004 was $167,862 as compared to $164,660 in the prior year.
Costs of sales for the nine months ended March 31, 2004, which consist of
labor and hardware costs, and other incidental expenses, were $357,363, as
compared to $0 for the same period last year. This increase was a result of the
acquisitions, which increased costs of sales.
Our gross profit was $1,328,895 for the nine months ended March 31, 2004,
as compared to $164,660 for the nine months ended March 31, 2003. The increase
in gross profit was due to the acquisitions, which provided $1,161,339 in gross
profit. CBL's gross profit for the first nine months of 2004 was $167,862 as
compared to $164,660 in the prior year.
Operating expense for the nine months ended March 31, 2004 increased to
$4,539,958 as compared with $1,785,775 for the same period last year. The
increase in operating expenses of $2,754,183 was due to the acquisitions
($1,074,077), increased Trinity corporate costs ($1,038,996) as well as the
Danlas / IRCA-sales global expansion effort ($518,993). The increase in Trinity
corporate costs is primarily due to an increase in salaries and benefits costs
($880,612) and includes accrued bonuses of $135,000 and stock option expense of
$219,584 which were $0 in the prior year, increased professional fees ($91,110)
and increased insurance costs ($82,205).
Other expense of $2,060,692 was $1,999,561 greater than the prior year and
is attributable to the losses in our equity investments in associated companies
as well as debt conversion expense of $1,312,378 on conversion of notes payable.
Of the total of equity losses in associated companies of $622,176, $240,481 is
attributable to IRCA and $381,695 is attributable to Ayrshire / Riverbend
We reported net loss available for common shareholders of $5,271,575, or
$0.25 per share, for the nine months ended March 31, 2004, compared with a net
loss of $1,682,246 or $0.29 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 $16,460,488, as
compared to $11,188,913 as of June 30, 2003.
At March 31, 2004, we had a cash balance of $599,688 as compared to $86,511
at June 30, 2003. Net cash used by operating activities during the nine months
ended March 31, 2004 was $2,942,988, attributable primarily to our loss from
operations of $3,211,063. Cash generated by financing activities was $5,434,883
for the nine months ended March 31, 2004 comprising the net of repayments and
borrowings under short-term notes of $895,550, financing fees of $462,815 and
$5,002,148 in proceeds from issuance of common stock and exercise of warrants
for common stock.
Accounts receivable increased from $42,719 at June 30, 2003 to $194,149 at
March 31, 2004. This increase is due to receivables owed to the two subsidiaries
we acquired in September 2003.
Accounts payable and accrued expense increased $870,076 and $245,519 from
June 30, 2003 to March 31, 2004, respectively. These increases are attributable
to expenses incurred in connection with our acquisitions net of the CBL
divestiture ($273,335), accrued bonus expense ($135,000), financial advisory
fees payable to EAS ($376,295), insurance payable ($120,000) and fees payable to
Mr. Steynberg ($612,668).
33
We commenced a private offering of our securities in May 2003. As of
October 31, 2003, we had closed the offering and raised an aggregate of
$5,073,300. Of these funds, $419,657 was advanced IRCA for international
expansions, $500,000 was deposited in Standard Bank and pledged as collateral
for a letter of credit to IRCA, $1,000,000 was advanced to Riverbend, $348,198
was advanced to TouchVision and $87,108 was advanced to RMT. Additionally,
$492,250 was paid for financing related legal fees and sales commissions;
$500,000 was repaid on short-term promissory notes to a related party and
$130,000 was paid in financial advisory fees.
In January 2004, we commenced an offering of up to $3,000,000 Senior
Convertible Bridge Notes. As of May 7, 2004 we raised $1,146,000 pursuant to
this offering of which $836,000 was converted to common stock in March 2004.
Financing fees owed at March 31, 2004 were $114,600.
In February 2004, the Company issued two notes payable totaling $250,000 to
Hong Kong Central Credit Union and HIT Credit Union. Upfront fees paid on these
transactions were $40,000 including reimbursed legal expense of $15,000.
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 $19,998 and $12,683, 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.
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. .
34
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. Through CBL's strategic
alliance with IRCA, Trinity will continue to market CBL-related workplace
learning content and products in Africa.
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, $250,000 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 and issued warrants to purchase $1,146,000 shares of our
common stock for $1.00 per share. 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. The Next Equity Financing shall mean a
common stock equity financing in which proceeds equal or exceed $5,000,000. On
March 25, 2004, the Company's board of directors voted to allow conversion of
the notes and accrued interest if converted prior to April 5, 2004 at a
conversion price of $0.60 per share. At its May 12, 2004 meeting, the board
voted to allow all note holders who had not previously converted prior to April
5, 2004 to convert outstanding principal and interest at $0.60 per share if
converted prior to May 15, 2004. As of March 31, 2004 $836,000 of the
35
$1,146,000 plus accrued interest of $5,108 had been converted to 1,401,850
shares of common stock. Financing fees payable at March 31, 2004 were $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.
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 were filed with our 10QBS/A, (Amendment 1) on June 14,
2004:
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.
36
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.
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.
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
November 18, 2004 By: /S/ DOUGLAS D. COLE
-------------------
Douglas D. Cole
Chief Executive Officer
November 18, 2004 By: /S/ CHRISTINE R. LARSON
-----------------------
Christine R. Larson
Chief Financial Officer
37