U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004
Commission File No. 0-8924
Trinity Learning Corporation
(Exact name of small business issuer as specified in its charter)
Utah 73-0981865
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
1831 Second Street, Berkeley, California 94710
(Address of principal executive offices)
(510) 540-9300
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
sections 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of May 7, 2004, 27,728,466 shares of the issuer's Common Stock, no par
value per share, were outstanding.
TRINITY LEARNING CORPORATION AND SUBSIDIARIES
Throughout this report, we refer to Trinity Learning Corporation, together
with its subsidiaries, as "we," "us," "our company," "Trinity" or "the
Company."
THIS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2004, CONTAINS
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS ABOUT THE CONTINUED
STRENGTH OF OUR BUSINESS AND OPPORTUNITIES FOR FUTURE GROWTH. IN SOME
CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS
MAY, WILL, SHOULD, EXPECT, PLAN, INTEND, ANTICIPATE, BELIEVE, ESTIMATE,
PREDICT, POTENTIAL OR CONTINUE, THE NEGATIVE OF SUCH TERMS OR OTHER
COMPARABLE TERMINOLOGY. WE BELIEVE THAT OUR EXPECTATIONS ARE REASONABLE AND
ARE BASED ON REASONABLE ASSUMPTIONS. HOWEVER, SUCH FORWARD-LOOKING
STATEMENTS BY THEIR NATURE INVOLVE RISKS AND UNCERTAINTIES.
WE CAUTION THAT A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED TO THE
FOLLOWING, COULD CAUSE OUR BUSINESS AND FINANCIAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS:
OUR ABILITY TO SUCCESSFULLY INTEGRATE TOUCHVISION, INC. ("TOUCHVISION"),
RIVER MURRAY TRAINING PTY LTD ("RMT"), TRINITY LEARNING AS (F/K/A VIRTUAL
LEARNING PARTNERS AS) SA ("VILPAS") , AND OUR MAJORITY INTERESTS IN
AYRSHIRE TRADING LIMITED ("AYRSHIRE") AND DANLAS LIMITED ("DANLAS");
DETERIORATION IN CURRENT ECONOMIC CONDITIONS; OUR ABILITY TO PURSUE
BUSINESS STRATEGIES; PRICING PRESSURES; CHANGES IN THE REGULATORY
ENVIRONMENT; OUTCOMES OF PENDING AND FUTURE LITIGATION; OUR ABILITY TO
ATTRACT AND RETAIN QUALIFIED PROFESSIONALS; INDUSTRY COMPETITION; CHANGES
IN INTERNATIONAL TRADE; MONETARY AND FISCAL POLICIES; OUR ABILITY TO
INTEGRATE FUTURE ACQUISITIONS SUCCESSFULLY; AND OTHER FACTORS DISCUSSED
MORE FULLY IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND RISK FACTORS BELOW, AS WELL AS IN OTHER
REPORTS SUBSEQUENTLY FILED FROM TIME TO TIME WITH THE SECURITIES AND
EXCHANGE COMMISSION. WE ASSUME NO OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets March 31, 2004, and June 30, 2003.
Consolidated Statements of Operations and Comprehensive Income
Three and Nine Months Ended March 31, 2004 and 2003.
Consolidated Statements of Cash Flows Three and Nine Months Ended
March 31, 2004 and 2003
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3. Controls and Procedures
TRINITY LEARNING CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Trinity Learning Corporation and Subsidiaries
Consolidated Balance Sheet
March 31, 2004 June 30, 2003
(Unaudited)
-------------- --------------
Assets
------
Current Assets
Cash $ 971,849 $ 86,511
Accounts Receivable, net 3,919,391 42,719
Interest Receivable - 41
Prepaid Expense and Other Assets 360,951 97,944
-------------- --------------
Total Current Assets 5,252,191 227,215
-------------- --------------
Property & Equipment (Note 3)
Furniture & Equipment 1,408,553 53,385
Accumulated Depreciation (253,058) (7,824)
-------------- --------------
Net Property & Equipment 1,155,495 45,561
-------------- --------------
Intangible Asset
Goodwill (Note 2) 1,914,881 524,800
Technology-Based Asset, net (Notes 2 and 4) 2,150,794 425,765
-------------- --------------
Net Intangible Assets 4,065,675 950,565
-------------- --------------
Restricted Cash (Note 2) 500,000 -
Note Receivable (Note 7) - 25,000
Other Assets 338,489 94,003
-------------- --------------
Total Assets $ 11,311,850 $ 1,342,344
============== ==============
The accompanying notes are an integral part of these financial statements.
3
Trinity Learning Corporation and Subsidiaries
Consolidated Balance Sheet
March 31, 2004 June 30, 2003
(Unaudited)
-------------- --------------
Liabilities, Minority Interest and Stockholders' Equity
-------------------------------------------------------
Liabilities
Accounts payable $ 2,538,840 $ 391,872
Accrued expenses 1,278,347 270,270
Interest payable - 63,987
Deferred Revenue (Note 1) 645,934 -
Notes Payable - Current (Note 9) 575,234 -
Notes Payable - Related Parties (Notes 8 and 9) 2,732,420 2,147,151
-------------- --------------
Current Liabilities 7,770,775 2,873,280
-------------- --------------
Notes Payable - Long Term (Notes 8 and 9) 240,074 -
-------------- --------------
Total Liabilities 8,010,849 2,873,280
-------------- --------------
Minority Interest 68,494 -
-------------- --------------
Stockholders' Equity
Preferred Stock, 10,000,000 Shares at No Par Value;
No Shares Issued and Outstanding - -
Common Stock, 100,000,000 Shares Authorized at No
Par Value, 27,665,966 and 14,956,641 shares Issued
and Outstanding, Respectively 15,412,641 9,693,447
Conditionally redeemable common stock, 4,500,000 and
0 Shares, respectively, at No Par Value 2,750,000 -
Accumulated Deficit (15,015,580) (11,188,913)
Subscription Receivable - (35,000)
Other Comprehensive Income 85,446 (470)
-------------- --------------
Total Stockholders' Equity 3,232,507 (1,530,936)
-------------- --------------
Total Liabilities, Minority Interest and
Stockholders' Equity $ 11,311,850 $ 1,342,344
============== ==============
The accompanying notes are an integral part of these financial statements.
4
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Operations
For the Three Months For the Nine Months
Ended on March 31, Ended on March 31,
2004 2003 2004 2003
-------------------------- --------------------------
(Unaudited) (Unaudited)
-------------------------- --------------------------
Revenue
-------
Sales Revenue $ 4,280,305 $ 95,192 $ 7,442,802 $ 164,660
Cost of Sales (1,476,997) - (2,526,528) -
------------ ------------ ------------ ------------
Gross Profit 2,803,308 95,192 4,916,274 164,660
------------ ------------ ------------ ------------
Expenses
--------
Salaries & benefits 2,993,436 369,222 5,211,883 673,001
Professional fees 282,402 252,907 843,088 758,336
Selling, general &
administrative 906,423 104,039 2,238,386 362,232
Depreciation & amortization 289,462 3,229 745,582 5,675
------------ ------------ ------------ ------------
Total expenses 4,471,723 729,397 9,038,939 1,799,244
------------ ------------ ------------ ------------
Loss from operations (1,668,415) (634,205) (4,122,665) (1,634,584)
------------ ------------ ------------ ------------
Other Income (Expense)
----------------------
Interest expense, net (72,699) (30,287) (107,521) (67,170)
Foreign Currency Gain (Loss) 520 - (4,463) -
------------ ------------ ------------ ------------
Total Other Income
(Expense) (72,179) (30,287) (111,984) (67,170)
Minority Interest (443,560) - (407,982) -
------------ ------------ ------------ ------------
Loss before Taxes (1,297,034) (664,492) (3,826,667) (1,701,754)
Taxes - - - -
------------ ------------ ------------ ------------
Net Loss $(1,297,034) $ (664,492) $(3,826,667) $(1,701,754)
============ ============ ============ ============
Net Loss Per Common Share
Basic $ (0.05) $ (0.07) $ (0.17) $ (0.25)
============ ============ ============ ============
Diluted $ (0.05) $ (0.07) $ (0.17) $ (0.25)
============ ============ ============ ============
Weighted Average Shares
Outstanding 26,103,667 9,194,774 21,920,228 6,838,345
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
6
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Comprehensive Income
Three Months Three Months
Ended on March 31, Ended on March 31,
2004 2003 2004 2003
-------------------------- --------------------------
(Unaudited) (Unaudited)
-------------------------- --------------------------
Before Tax Amount After Tax Amount
Net Loss $(1,297,034) $ (664,492) $(1,297,034) $ (664,492)
Foreign Currency
Translation Gain 151,573 - 151,573 -
------------ ------------ ------------ ------------
Comprehensive Loss $(1,145,461) $ (664,492) $(1,145,461) $ (664,492)
============ ============ ============ ============
Nine Months Nine Months
Ended on March 31, Ended on March 31,
2004 2003 2004 2003
-------------------------- --------------------------
(Unaudited) (Unaudited)
-------------------------- --------------------------
Before Tax Amount After Tax Amount
Net Loss $(3,826,667) $(1,701,754) $(3,826,667) $(1,701,754)
Foreign Currency
Translation Gain 85,444 - 85,444 -
------------ ------------ ------------ ------------
Comprehensive Loss $(3,741,223) $(1,701,754) $(3,741,223) $(1,701,754)
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
7
Trinity Learning Corporation and Subsidiaries
Consolidated Statement of Cash Flows
For the Nine Months Ended
On March 31,
2004 2003
(Unaudited)
--------------------------
Cash flows from operating activities:
Net loss $(3,826,667) $(1,701,754)
Adjustments to reconcile net loss to cash used by
operating activities:
Depreciation and amortization 745,582 5,675
Non-cash effect for business acquisitions, and
divestiture 620,518 132,325
Minority Interest (407,982) -
Foreign currency translation loss 4,463 -
Stock compensation 194,777 -
Changes in current assets and liabilities, net of
business acquired and business sold:
Accounts receivable 262,317 33,526
Interest receivable 41 (2,792)
Prepaid expenses and other assets (333,294) 2,392
Accounts payable, deferred revenue and accrued
expenses 1,310,800 (25,684)
Interest payable 20,097 59,261
------------ ------------
Net cash used by operating activities (1,409,348) (1,497,051)
------------ ------------
Cash flows from investing activities:
Payment for business acquisitions and divestiture,
net of cash acquired (3,187,301) -
Capital expenditures (186,593) (12,834)
------------ ------------
Net cash used by investing activities (3,373,894) (12,834)
------------ ------------
Cash flows from financing activities:
Repayments under short-term notes (500,000) -
Borrowings under short-term notes 793,247 990,621
Payments for financing fees (462,815) -
Proceeds from sale of common stock 4,973,300 558,713
Conversion of bridge loan to common stock 836,000 -
Exercise of warrants and options 28,848 -
------------ ------------
Net cash provided by financing activities 5,668,580 1,549,334
------------ ------------
Net increase in cash 885,338 39,449
Cash at beginning of period 86,511 1,632
------------ ------------
Cash at end of period $ 971,849 $ 41,081
============ ============
Supplemental information:
Issuance of common stock for business acquisitions $ 975,000 $ 75,000
============ ============
Issuance of conditionally redeemable common stock $ 2,750,000 $ -
============ ============
Cancellation of subscriptions receivable $ (35,000) -
============ ============
Cancellation of common stock and converible notes
payable pursuant to the sale of CBL $(2,722,151) $ -
============ ============
The accompanying notes are an integral part of these financial statements.
8
Trinity Learning Corporation and Subsidiaries
Notes to the Financial Statements
(Unaudited)
March 31, 2004
NOTE 1. ACCOUNTING POLICIES
Overview
The accompanying unaudited interim consolidated financial statements and
related notes have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements include the accounts of Trinity and its consolidated
subsidiaries. All significant intercompany transactions and accounts have
been eliminated in consolidation.
These unaudited interim consolidated financial statements should be read in
conjunction with the audited financial statements and related notes thereto
included in the Company's Transition Report on Form 10-KSB for the
transition period from October 1, 2002 to June 30, 2003. On August 6, 2003,
our board of directors approved a change in our fiscal year-end from
September 30 to June 30 to align with those of the companies we had already
acquired or were at that time in the process of acquiring. The results of
operations for the nine months ended March 31, 2004, are not necessarily
indicative of the operating results for the full year and future operating
results may not be comparable to historical operating results due to our
September 1, 2003 acquisitions of TouchVision, Inc. ("TouchVision"); River
Murray Training Pty Ltd ("RMT"); and 51% of the issued and outstanding
shares of Ayrshire Trading Limited ("Ayrshire"), as well as our December 1,
2003 acquisition of Danlas Limited ("Danlas") and March 1, 2004 acquisition
of Trinity Learning AS ("VILPAS"). Ayrshire owns 95% of the
issued and outstanding shares of Riverbend Group Holdings (Pty.) Ltd.
("Riverbend"). These companies are collectively referred to as Riverbend.
Danlas owns 51% of IRCA (Proprietary) Limited ("IRCA"). These companies
are collectively referred to as IRCA.
In the opinion of management, the accompanying unaudited interim
consolidated financial statements reflect all normal recurring adjustments
that are necessary for a fair presentation of the financial position,
results of operations and cash flows for the interim periods presented.
The preparation of the Company's unaudited interim consolidated financial
statements in conformity with generally accepted accounting principles
necessarily requires it to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the balance sheet dates and the reported amounts
of revenues and costs during the reporting periods. Actual results could
differ from those estimates. On an ongoing basis, the Company reviews its
estimates based on information that is currently available. Changes in
facts and circumstances may cause the Company to revise its estimates.
9
Income (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net income
(loss) available for common stockholders by the weighted average number of
common shares outstanding for the period. Diluted earnings (loss) per
common share ("DEPS") is computed giving effect to all dilutive potential
shares of common stock issuable upon the exercise of conditionally
redeemable shares, stock options and warrants. DEPS is computed by
dividing net income (loss) available for common stockholders by the
weighted-average common shares and dilutive potential common shares that
were outstanding during the period. Shares from the conversion of the
conditionally redeemable stock, and exercise of the outstanding options and
warrants were not included in the computation of DEPS, because their
inclusion would have been antidilutive for the nine months ended March 31,
2004.
In accordance with the disclosure requirements of Statement of Accounting
Standards No. 128 ("SFAS 128"), "Earnings per Share," a reconciliation of
the numerator and denominator of basic and diluted income (loss) per common
share is provided as follows:
Three Months Ended Nine Months Ended
March 31, March 31,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Numerator - Basic
Net (loss) available for
common stockholders $(1,297,394) $ (664,492) $(3,826,667) $(1,701,754)
Denominator - Basic
Weighted-average common
stock outstanding 26,103,667 9,194,774 21,920,228 6,838,345
Basic (loss) per share $ (0.05) $ (0.07) $ (0.17) $ (0.25)
Numerator-Diluted
Net (loss) available for
common stockholders $(1,297,394) $ (664,492) $(3,826,667) $(1,701,754)
Denominator-Diluted
Weighted-average common
stock outstanding 26,103,667 9,194,774 21,920,228 6,838,345
Effect of dilutive
securities
Conditionally redeemable
common stock - - - -
Stock options - - - -
Warrants - - - -
Diluted (loss) per share $ (0.05) $ (0.07) $ (0.17) $ (0.25)
10
Deferred Revenue
Deferred revenue in the accompanying consolidated balance sheets represents
advanced billings to clients in excess of costs and earnings on uncompleted
contracts. As of March 31, 2004 and June 30, 2003, deferred revenue was
$645,934 and $0, respectively. The Company anticipates that substantially
all such amounts will be earned over the next twelve months.
Stock-Based Compensation
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 148 ("SFAS 148"),
"Accounting for Stock-Based Compensation Transition and Disclosure."
SFAS 148 amends FASB Statement 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require prominent disclosure in both
annual and interim financial statements of the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. SFAS 148 is effective for fiscal years, including
interim periods beginning after December 15, 2002, and thus, this
disclosure is included in the table below. SFAS 148 also requires
disclosure of pro-forma results on the interim basis as if the Company had
applied the fair value recognition provisions of SFAS 123. The Company
implemented the fair value based method of accounting for stock-based
employee compensation during the transition period from October 1, 2002 to
June 30, 2003. See Note 11-Stock Option Plan.
Goodwill and Other Intangibles Resulting from Business Acquisitions (In
Part)
The Company adopted Statement of Financial Accounting Standard No. 142
("SFAS 142"), "Goodwill and other Intangible Assets," at the beginning of
fiscal 2003. As required, the Company identified its reporting units and
the amounts of goodwill, other intangible assets, and other assets and
liabilities allocated to those reporting units. This Statement addresses
the accounting and reporting of goodwill and other intangible assets
subsequent to their acquisition. SFAS No.142 provides that (i) goodwill
and indefinite-lived intangible assets will no longer be amortized, (ii)
impairment will be measured using various valuation techniques based on
discounted cash flows, (iii) goodwill will be tested for impairment at
least annually at the reporting unit level, (iv) intangible assets deemed
to have an indefinite life will be tested for impairment at least annually,
and (v) intangible assets with finite lives will be amortized over their
useful lives.
SFAS No. 142 requires that goodwill be tested for impairment upon adoption
of the Statement, as well as annually thereafter. The Company completed
its transitional goodwill impairment test during the third quarter of 2004
and had no impairment losses. Other intangible assets deemed to have an
indefinite life are tested for impairment by comparing the fair value of
the asset to its carrying amount. The Company does not have other
intangible assets with indefinite lives. See Note 2 "Acquisitions and
Divestitures" for more information.
11
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.
12
NOTE 2 ACQUISITIONS AND DIVESTITURES
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of TouchVision. In consideration for the TouchVision
shares, we issued an aggregate of 1,250,000 restricted shares of our
common stock, of which 312,500 shares are subject to the terms of an escrow
agreement as collateral for the indemnification obligations of the former
TouchVision shareholders. We also agreed to loan to TouchVision the sum of
$20,000 per month for the twelve-month period following closing, to be used
for working capital. We had previously loaned TouchVision the sum of
$50,000 in June and July, 2003 by way of bridge financing pending
completion of the acquisition. In connection with the acquisition,
TouchVision entered into substantially similar employment agreements with
each of Messrs. Gregory L. Roche and Larry J. Mahar, the former principals
of TouchVision, which have a term of two years and provide for annual
salaries of $120,000. In conjunction with the acquisition of TouchVision,
we issued 735,000 stock options pursuant to the 2002 Stock Plan at $0.50
per share. On October 1, 2003, we advanced $150,000 to pay off a loan
payable to a bank, which was guaranteed by the Small Business Administration.
On September 1, 2003, we completed the acquisition of all of the issued and
outstanding shares of RMT. In consideration for the shares of RMT we issued
700,000 restricted shares of our common stock, of which 350,000 shares are
subject to the terms of an escrow agreement as collateral for the
indemnification obligations of the former RMT shareholders. We also loaned
US$49,000 to RMT for the purpose of repaying outstanding loans advanced to
RMT by its former shareholders.
On September 1, 2003, we completed the acquisition of 51% of the issued and
outstanding shares of Ayrshire that owns 95% of Riverbend. We also
acquired the option to purchase the remaining 49% of Ayrshire. In
consideration for the Ayrshire shares, we issued a convertible
non-interest-bearing promissory note in the amount of $20,000, which amount
is convertible from time to time but no later than December 30, 2006 into a
maximum of 2,000,000 shares of our common stock, which has been recorded as
conditionally redeemable common stock in stockholders' equity at $0.50 per
share. Of these shares, up to 400,000 may be withheld in satisfaction for
any breach of warranties by the former shareholders of Ayrshire. The
Ayrshire shares are subject to escrow and pledge agreements will be
reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including,
among other things, a voluntary or involuntary bankruptcy proceeding
involving us or the failure by us to list our shares of common stock on a
major stock exchange by December 30, 2006.
As further consideration for the Ayrshire shares, we agreed to make a
non-interest-bearing loan of $1,000,000 to Ayrshire, $300,000 of which was
advanced at closing of the acquisition and $700,000 was advanced on
November 3, 2003. We may exercise an option to acquire the remaining 49%
of Ayrshire in consideration for the issuance of 1,500,000 shares of our
common stock, subject to certain adjustments.
13
On December 1, 2003, we completed the acquisition of all the issued and
outstanding shares of Danlas. IRCA operates in South Africa, England
and the United States through various operating subsidiaries. Danlas
also holds options to acquire the remaining 49% of IRCA. In consideration
for the Danlas shares, the Company (i) issued three convertible promissory
notes in the aggregate principal amount of $40,000 and convertible under
certain conditions into a maximum of 4,500,000 shares of the Company's
common stock, (ii) agreed to advance $700,000 in cash to establish an
international sales force, (iii) provided $500,000 for certain bank
guarantees and, (iv) provided certain future profit thresholds are met,
agreed to issue up to an additional 1,000,000 shares of the Company's
common stock. The first promissory note for $20,000 convertible to
2,500,000 shares has been classified as conditionally redeemable common
stock at $0.50 per share. The remaining $20,000 in promissory notes has
been classified as intercompany note payable and eliminated in the
consolidation of the Company and its subsidiaries at March 31, 2004.
On May 13, 2004, Musca notified us their intention to convert two of the
promissory notes for 51% and 23.9 % of the ownership of IRCA.
On March 1, 2004, we completed the acquisition of all the issued and
outstanding shares of VILPAS, (f/k/a/ Virtual Learning Partners AS). In
consideration for the VILPAS shares we issued a convertible
non-interest-bearing promissory note in the principal amount of $500,000,
which note is convertible from time to time but no later than August 5,
2005 into a maximum of 1,000,000 shares of our common stock, which has
been recorded as conditionally redeemable common stock in stockholders'
equity at $0.50 per share. Of these shares, up to 20% may be withheld
in satisfaction for any breach of warranties by the former shareholders
of VILPAS. The VILPAS shares are subject to escrow and pledge agreements
and will be reconveyed to the former shareholders in the event of a
default by us of certain terms and conditions of the acquisition
agreements, including, among other things, a voluntary or involuntary
bankruptcy proceeding involving us or the failure by us to list our
shares of common stock on a major stock exchange by February 5, 2005,
subject to a six-month extension in the event a listing application
is in process on such date. On May 11, 2004, VILPAS notified us of their
intention to convert the promissory note.
Purchased Intangible Assets
Changes in the net carrying amount of goodwill for the nine months ended
March 31, 2004 are as follows:
Balance as of June 30, 2003 $ (524,800)
Goodwill acquired during the period $1,914,881
Goodwill divested during the period $ (524,800)
Balance as of March 31, 2004 $1,914,881
The Company completed its first transitional goodwill impairment test
during the third quarter of 2004 and had no impairment losses.
14
The values assigned to the technology-based intangible assets are
considered appropriate based on independent valuations. The
technology-based intangible assets are being amortized over varying
periods, as indicated by independent valuations, using the straight-line
method. The following table sets forth the Company's acquired other
intangible assets at March 31, 2004 and June 30, 2003, which will continue
to be amortized:
2004 2003
--------------------------------- ---------------------------------
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
--------- ------------ ---------- --------- ------------ ---------
Amortizable
other
intangible
assets:
Trade name and
trademarks $429,841 $ 22,390 $407,451 $ - $ - $ -
Backlog 448,000 74,479 373,521 3,882 582 3,300
Current and
core
Technology 414,579 48,395 366,184 584,002 166,321 417,681
Distributor
Agreements 253,000 26,833 226,167 - - -
Customer
Relationships 609,728 33,182 576,546 - - -
Other
Intangibles 222,894 21,969 200,925 5,628 844 4,784
Total $2,378,042 $227,248 $2,150,794 $593,512 $167,747 $425,765
Divestitures
In December, 2003, we sold our interests in CBL Global Corporation ("CBL
Global") and its Australian subsidiaries (collectively "CBL") to Messrs.
Scammell and Kennedy, the former owners of CBL. In conjunction with the
management buyout, we entered into a Settlement Agreement with respect to
our litigation with CBL. Pursuant to the terms of the agreement, we
conveyed all of our interest in CBL back to the former owners in exchange
for surrender and cancellation of 3,000,000 shares of Company stock issued
to them in connection with acquisition of CBL and the cancellation of
$1,000,000 in convertible notes payable to them. Also, as a result of the
divestiture, $222,151 owed by CBL Global to Messrs. Kennedy and Scammell is
no longer an obligation of the Company.
Pro Forma Results
The operating results of CBL, TouchVision, RMT, Danlas and our interest in
Ayrshire have been included in the accompanying consolidated financial
statements from the date of acquisition forward and, for CBL, up to the
date of divestiture. Accordingly, CBL business' results of operations were
included from October 1, 2002 to December 22, 2003. The business results
of operations of RMT, TouchVision and Ayrshire are included for the period
September 1, 2003 through March 31, 2004. The business results of
operations for Danlas are included for the period December 1, 2003 through
March 31, 2004. The business results for VILPAS will not be included for
March 2004 until the fourth quarter 2004 as its activity was de minimus to
the Company's overall operating results.
15
The following unaudited pro forma financial information presents the
combined results of operations of the Company and TouchVision, RMT, Danlas
and our interest in Ayrshire as if these acquisitions had occurred at July
1, 2002. In December 2003, we completed the sale of our interest in CBL to
the former owners of CBL. Accordingly, CBL's business operating results
are not included in the Company's combined unaudited pro forma financial
information for the three and nine month periods ended March 31, 2004, and
2003, respectively. The unaudited pro forma financial information is not
intended to represent or be indicative of the consolidated results of the
operations of the Company that would have been reported had these
acquisitions been completed as of the dates presented, nor should it be
taken as a representation of the future consolidated results of operations
of the Company.
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------------- --------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Revenues $4,098,199 $4,001,089 $11,471,661 $9,774,108
Operating Profit(Loss) $ (757,204) $ (324,829) $(2,710,270) $ 187,966
Net Loss Available for
Common Stockholders $ (885,644) $ (561,935) $(3,168,635) $ (868,089)
Net Loss per Common Share
Basic $ (0.03) $ (0.02) $ (0.14) $ (0.04)
Diluted (0.03) (0.02) (0.14) (0.04)
Finalization of Purchase Price
Certain information necessary to complete the purchase accounting for
VILPAS is not yet available, including the completion of an independent
valuation of its intangible assets. Purchase accounting will be finalized
upon receipt of this independent valuation.
NOTE 3 - FIXED ASSETS
The Company capitalizes furniture and equipment purchases in excess of
$5,000 or at lower amounts based on local jurisdiction. Capitalized
amounts are depreciated over the useful life of the assets using the
straight-line method of depreciation. Scheduled below are the assets,
cost, and accumulated depreciation at March 31, 2004 and June 30, 2003,
respectively and depreciation expense for the nine months ended March 31,
2004 and 2003, respectively.
Accumulated
Asset Cost Depreciation Expense Depreciation
03/31/04 06/30/03 03/31/04 03/31/03 03/31/04 06/30/03
Furniture &
Equipment $1,408,553 $ 53,385 $ 406,503 $ 5,675 $ 253,058 $ 7,824
16
NOTE 4 - TECHNOLOGY BASED INTANGIBLE ASSETS
The Company capitalized technology-based intangible assets in its
acquisitions of CBL, TouchVision, RMT, Danlas and Ayrshire
("acquisitions"). The amounts capitalized were equal to the difference
between the consideration paid for acquisitions including any liabilities
assumed and the value of the other assets acquired, as indicated by
independent valuations. Other assets were valued at the current value at
the date of the acquisitions including the net value of fixed assets,
historical price less accumulated depreciation, of $1,102,000. The
technology-based intangible assets are being amortized over varying
periods, as indicated by independent valuations, using the straight-line
method. Scheduled below is the asset cost and accumulated amortization at
March 31, 2004 and June 30, 2003, respectively, and amortization expense
for the nine months ended March 31, 2004 and 2003, respectively:
Accumulated
Asset Cost Depreciation Expense Depreciation
03/31/04 06/30/03 03/31/04 03/31/03 03/31/04 03/31/03
Intangible Asset $2,378,042 $ 593,512 $ 339,079 $ - $ 227,248 $ 167,747
NOTE 5 COMMITMENTS AND CONTINGENCIES
Total rental expense included in operations for operating leases for the
nine months ended March 31, 2004 and 2003, amounted to $463,260 and
$30,029, respectively. Certain lease rentals are subject to renewal
options and escalation based upon property taxes and operating expenses.
These operating lease agreements expire at varying dates through 2008.
Total Minimum Lease Commitments as of March 31, 2004:
Calendar Year Amount
------------- ------------
2004 $ 832,884
2005 856,040
2006 422,426
2007 273,186
Thereafter 680,940
------------
Total $ 3,065,476
============
NOTE 6 LEGAL PROCEEDINGS
On September 12, 2003, we filed a Complaint in the United States District
Court for the District of Utah, Central Division, against CBL Global (f/k/a
CBL Acquisition Corporation), and Robert Stephen Scammell, the sole
shareholder of CBL-California, (Case No. 2:03CV00798DAK) alleged, among
other things, that Scammell and CBL-California provided us with misstated
financial statements prior to our merger in October 2002 with
CBL-California and CBL Global. On September 18, 2003, we filed a First
Amended Complaint and Jury Demand, which added as defendants CBL Global and
Brian Kennedy, the sole shareholder of CBL-Australia. The First Amended
Complaint alleged causes of action for violations of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated there under, for
violations of Section 20(a) of the Securities Exchange Act of 1934, for
declaratory relief and breach of contract, for common law fraud, and for
negligent misrepresentation.
17
The First Amended Complaint alleged, among other things, that the
defendants were advised by CBL-California's accountant on September 18,
2002 that CBL-California's financial statements were misstated, and alleged
that new restated financial statements were issued on September 19, 2002.
The First Amended Complaint alleged, however, that the restated financial
statements were not provided to us prior to the October 1, 2002 closing of
the merger.
In December, 2003, we sold our interests in CBL Global and its Australian
subsidiaries (collectively "CBL") to Messrs. Scammell and Kennedy, the
former owners of CBL. In conjunction with the management buyout, we
entered into a Settlement Agreement with respect to our litigation with
CBL. Pursuant to the terms of the agreement, we conveyed all of our
interest in CBL back to the former owners in exchange for surrender and
cancellation of 3,000,000 shares of Company stock issued to them in
connection with acquisition of CBL and the cancellation of $1,000,000 in
convertible notes payable to them. Also, as a result of the divestiture,
$222,151 owed by CBL Global to Messrs. Kennedy and Scammell is no longer an
obligation of the Company.
NOTE 7 NOTES RECEIVABLE
On June 5, 2003, we agreed to lend TouchVision $50,000 in two equal
installment of $25,000 each. Interest accrued on the unpaid principal
amount of the note at a rate equal to six percent per year. Interest
accrued under the note is paid annually, with the first payment due June 5,
2004. All unpaid principal and interest are due June 29, 2005. At June
30, 2003, $25,000 had been advanced to TouchVision and accrued interest
totaled $41. Subsequent to the TouchVision acquisition on September 1,
2003, this note receivable along with accrued interest thereon was
reclassified to intercompany notes receivable and intercompany notes
payable. Accordingly, these balances are eliminated in consolidation of
the Company and its subsidiaries at March 31, 2004.
NOTE 8 RELATED PARTY TRANSACTIONS
From time to time, Ms. McPherson and Ms. Hayman, officers of RMT, have
advanced funds to RMT. The current balance of $15,234 is due December 31,
2004 and accrues interest at a rate of 6% per annum.
From time to time, certain shareholders of IRCA have advanced funds to
IRCA. Of the current balance of $2,326,021, $750,000 is non-interest
bearing and due June 30, 2004; $40,000 is non-interest bearing and has no
fixed terms of repayment and the remaining amount due of $1,536,021 has no
fixed terms of repayment and bears interest at a Republic of South Africa
Bank prime rate.
On December 17, 2003, amended on March 1, 2004, we entered into an agreement
with Titan Aviation Ltd ("Titan"), a Guernsey company, for the purpose of
having Titan act as a representative of IRCA. Mr. Martin Steynberg, a
member of our board of directors, is the managing director of Titan.
Mr. Steynberg is a shareholder in IRCA Investments (Proprietary) Limited
which owns 49% of IRCA. Under the revised terms of the agreement, we will
pay Titan four million rand or approximately $600,000 in May 2004.
On December 15, 2003, the Company's Board of Directors approved a payment
of $64,315 to Mr. William D. Jobe, a member of our board of directors, as
compensation for merger and acquisition services associated with our
acquisition of TouchVision.
From time to time certain shareholders of Riverbend have advanced funds to
Riverbend. The current balance of $392,179 is non-interest bearing and
there are no fixed terms for repayment.
18
On July 15, 2002, Trinity entered in a two-year Advisory Agreement with
Granite Creek Partners, LLC ("GCP") (formerly Kings Peak Advisors, LLC)
with automatic renewal for a 12-month period. Under the terms of the
Advisory Agreement, GCP agreed to provide the Company with general
corporate, financial, business development and investment advisory services
on a non-exclusive basis. GCP is a private company whose principals are
Douglas Cole and Edward Mooney, who are officers and directors of Trinity,
and Mr. Swindells. The Advisory Agreement was suspended in August 2003.
The Advisory Agreement provided that GCP would be compensated for its
various advisory services as follows: (i) for general corporate advisory
services, an initial retainer of $25,000 and a fee of $20,000 per month
throughout the term of the agreement, payable, at GCP's option, in shares
of common stock at a price per share equal to $0.025; (ii) for financial
advisory services, a fee based on 10% of the gross proceeds of any equity
financings and/or 1.5% of any gross proceeds of debt financings that are
completed by underwriters or placement agents introduced by GCP, as well as
any fees which may be due to GCP for its assistance in identifying
prospective investors pursuant to terms and conditions of offering
memoranda issued by the Company; (iii) for merger and acquisition services
involving a transaction resulting from a contact provided by GCP, a sliding
fee based on a percentage of the value of the transaction, subject to an
additional $100,000 bonus in the event the transaction is valued at
$3,000,000 or more; (iv) in respect of general business development
advisory services, a fee to be negotiated with GCP based upon certain
agreed-upon fee parameters between the parties; and (v) in respect of debt,
credit or leasing facilities, a fee to be negotiated on a case-by-case
basis.
Trinity acknowledged that it was indebted to GCP for prior services
rendered since April 1, 2002 in the amount of $30,000, up to 50% of which
amount is payable, at GCP's option, in shares of common stock at a price
per share of $0.025. The total number of shares of common stock issuable
to GCP under the Advisory Agreement may not exceed 4,400,000 shares.
Through March 31, 2004, GCP had earned a total of $315,000 under the
Advisory Agreement, $110,000 of which was converted into 4,400,000 shares
of common stock in March 2003. Of the balance of $205,000, $203,469 has
been paid to GCP, leaving a balance owing at March 31, 2004 of $1,531.
On July 31, 2002, amended on January 1, 2004, we entered into an Advisory
Agreement with European American Securities, Inc. ("EAS") pursuant to
which EAS agreed to provide financial advisory and investment banking
services to the Company. Through March 31, 2004, EAS had earned a total
of $807,716 under the Advisory Agreement. Of the balance of $807,716,
$431,421 has been paid to EAS and $125,000 or 250,000 shares was paid to
EAS in the Company's common stock in January 2004, leaving a balance
owing at March 31, 2004 of $376,295.
On August 8, 2002, Trinity formalized a Debt Conversion Agreement with
Global Marketing Associates, Inc. ("GMA"), holder of a convertible
promissory note (the "GMA Note") in the principal amount of $166,963,
pursuant to which the principal amount of the note, along with accrued
interest thereon, was made convertible, under certain conditions, into
3,200,000 shares of common stock. The GMA Note was originally issued in
November 2000 to the Company's former attorneys and was subsequently
acquired by Pacific Management Services, Inc., who assigned the note to
GMA; both entities are unrelated to Trinity. GMA subsequently assigned the
right to acquire 2,600,000 of the 3,200,000 shares of common stock into
which the note is convertible, to several persons, comprising Messrs. Cole,
Mooney, Swindells and EAS. Pursuant to the assignment, Messrs. Cole and
Mooney each acquired the right to acquire 600,000 shares of the common
19
stock into which the GMA Note is convertible and Mr. Swindells acquired
the right to acquire 1,000,000 shares. Fifty percent of the shares
issuable upon the conversion of the GMA Note are subject to a two-year
lock-up provision that restricts transfer of such shares without prior
written consent of Trinity's board of directors. As of March 31, 2004,
3,200,000 shares of our common stock had been issued pursuant to the terms
of the GMA Note.
From time to time, since inception of our current operating strategy, Mr.
Swindells has provided short-term working capital loans on a non-interest
bearing basis. The principal may be converted into such other debt or
equity securities financings that we may issue in private offerings while
the loan is outstanding. In September 2003, we repaid $500,000 on the
$925,000 note balance then outstanding. In November 2003, the remaining
balance of $425,000 was converted in to 850,000 shares of common stock and
issued to Mr. Swindells.
NOTE 9 NOTES PAYABLE
On March 31, 2004, notes payable to accredited investors and related
parties totaled $3,546,531 as compared with $2,147,151 at June 30, 2003.
The notes bear interest between the rates of 0% and 12% per annum, some of
which are secured by our common stock. Certain notes are convertible into
the Company's common stock.
The Company has the following notes payable obligations:
March 31, June 30,
2004 2003
-------------------------
Note payable to related parties; see Note 8 for due date,
plus interest payable at 6% per annum. $ 15,234 $ -
Unsecured note payable to a related party, IRCA
Investments, non-interest bearing, see Note 8 for due
dates. 750,000 -
Unsecured note payable to a related party, IRCA
Investments, non-interest bearing and no fixed terms
of repayment, see Note 8. 40,000 -
Unsecured notes payable to a related party, IRCA
Investments, has no fixed terms of repayment and bears
interest at a rate of prime. See Note 8. 1,536,021 -
Unsecured notes payable, due to Hong Kong Credit Union,
due February 5, 2005 and bears interest at 12% per annum. 250,000 -
Senior Convertible Bridge Notes, due in twelve months
and bear interest at 7% per annum. See Note 10. 310,000 -
Unsecured notes payable, due to Riverbend shareholders,
has no fixed terms of repayment and is non-interest
bearing. See Note 8. 392,179 -
Borrowings under revolving line of credit issued by a
bank, plus interest payable at prime plus 2.625%. 99,950 -
20
Borrowings under revolving line of credit issued by a
bank, plus interest payable at prime plus 6.75%. 34,042 -
Borrowings under revolving line of credit issued by a
third party creditor, plus interest payable at prime plus
1.99%. 12,419 -
Notes payable to third party individuals, due September
1, 2006, plus interest payable at 10% per annum. 93,649 -
Unsecured convertible notes payable due on December 1,
2003, see Note 8. - 925,000
Note payable to bank due October 29, 2004, plus interest
payable annually at 9.5%, secured by vehicle. 14,234 -
Unsecured notes payable to a related party, see Note 6. - 222,151
Convertible notes payable to a related party, see Note 6. - 1,000,000
------------ -----------
Total Notes Payable 3,547,728 2,147,151
Less: Current Maturities 575,234 (2,147,151)
------------ -----------
Related Parties and Long Term Notes Payable $ 2,972,494 $ -
============ ===========
NOTE 10 STOCKHOLDERS' EQUITY
Between June and October 2003, we received subscriptions to our May 2003
Private Placement Memorandum ("May 2003 PPM") totaling $4,973,300 from
outside investors to purchase 4,973,300 units at a price of $1.00 per
unit. Each unit entitles the holder to two shares of our common stock
and two three year warrants, each to purchase an additional share of common
stock for $1.00 per share. If all warrants are fully exercised by the
holder of such warrants, a bonus warrant will be issued entitling the
holder to purchase one additional share of common stock for $2.00. In
connection with the May 2003 Private Placement, we issued to various
financial advisors, 567,160 additional shares of our common stock and
five-year warrants to purchase 200,050 shares of our common stock.
We completed the acquisition of all of the issued and outstanding shares
of TouchVision. In consideration for the TouchVision shares, we issued
an aggregate of 1,250,000 restricted shares of our common stock of which
312,500 shares are subject to the terms of an escrow agreement as collateral
for the indemnification obligations of the former TouchVision shareholders.
21
We completed the acquisition of all of the issued and outstanding shares
of RMT. In consideration for the shares of RMT, we issued 700,000
restricted shares of our common stock, of which 350,000 shares are subject
to the terms of an escrow agreement as collateral for the indemnification
obligations of the former RMT shareholders.
We completed the acquisition of 51% of the issued and outstanding shares
of Ayrshire . We also acquired the option to purchase the remaining 49%
of Ayrshire. In consideration for the Ayshire shares, we issued a
convertible non-interest-bearing promissory note in the amount of US
$20,000, which amount is convertible from time to time, but no later
than December 30, 2006, into a maximum of 2,000,000 restricted shares of
our common stock, which has been recorded as conditionally redeemable
common stock in stockholders' equity at $0.50 per share. Of these
shares, up to 400,000 may be withheld in satisfaction for any breach of
warranties by the former shareholders of Ayrshire. The Ayrshire shares
are subject to escrow and pledge agreements will be reconveyed to the
former sharehodlers in the event of a default by us of certain terms
and conditions of the acquisition agreements, including, amoung other
things, a voluntary or involuntary bankruptcy proceedings involving us
or the failure by us to list our shares of common stock on a major stock
exchange by December 30, 2006.
On December 1, 2003, we completed the acquisition of all the issued and
outstanding shares of Danlas, that owns 51% of IRCA. Danlas also holds
options to acquire the remaining 49% of IRCA.
In consideration for the Danlas shares, the Company (i) issued three
convertible promissory notes in the aggregate principal amount of
$40,000 and convertible into a maximum of 4,500,000 shares, under
certain conditions, of the Company's common stock, (ii) agreed to
advance $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 conditionally redeemable common stock at $0.50 per share.
The remaining $20,000 in promissory notes has been classified as
intercompany note payable and eliminated in the consolidation of the
Company and its subsidiaries at March 31, 2004. On May 13, 2004, Musca
notified us of their intention to convert two of the promissory notes
for 51% and 23.9 of the ownership of IRCA.
22
On March 1, 2004, we completed the acquisition of all the issued and
oustanding shares of VILPAS. In consideration for the VILPAS shares
we issued a convertible non-interest-bearing promissory note in the
principal amount of $700,000, which note is convertible from time to
time but no later than August 5, 2005 into a maximum of 1,000,000
shares of our common stock, which has been recorded as conditionally
redeemable common stock in stockholders' equity at $0.50 per share. Of
these shares, up to 20% may be withheld in satisfaction for any breach of
warranties by the former shareholders of VILPAS. The VILPAS shares are
subject to escrow and pledge agreements will be reconveyed to the former
shareholders in the event of a default by us of certain terms and
conditions of the acquisition agreements, including, amoung other things,
a voluntary or involuntary bankruptcy proceedings involving us or the
failure by us to list our shares of common stock on a major stock
exchange by Febraury 5, 2004, 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
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 our agreement, we have
conveyed all our interest in CBL back to the former owners in exchange
for surrender and cancellation of all shares of Trinity stock issued to
them in connection with the acquisition of CBL and the of approximately
$1,000,000 in convertible notes payable to them.
From time to time, since inception of our current operating strategy,
Mr. Swindells has provided short-term working capital loans on a
non-interest bearing basis. The principal may be converted into such
other debt or equity securities financings that we may issue in
private offerings while the loan is outstanding. In September 2003,
we repaid $500,000 on the $925,000 note balance then outstanding. In
November 2003, the remaining balance of $425,000 was converted into
850,000 shares of commo stock nad issued to Mr. Swindells.
On July 31, 2002, amended January 1, 2004, we entered into an Advisory
Agreement with EAS pursuant to which EAS agreed to provide financial
advisory and investment banking services to the Company. Through March
31, 2004, EAS had earned a total of $807,716 under the Advisory
Agreement of which, $125,000 or 250,000 shares was paid to EAS in the
Company's common stock in January 2004.
Through May 7, 2004, we had received subscriptions to our January 2004
offering of up to $3,000,000 Senior Convertible Bridge Notes (the "Notes")
totaling $1,146,000. The Notes mature in twelve months and bear
interest at a rate of 7% per annum. The notes are convertible at 80% of
the next equity financing offering price or at $0.60 per share if
converted prior to May 15, 2004. As of March 31, 2004 $836,000 plus
accrued interest had been converted to 1,652,892 shares of common stock.
Financing fees payable at March 31, 2004 are $114,600.
Finally, 100,000 and 40,721 shares of the Company's common stock were
issued to Mr. Ron Posner and TN Capital Equities, Inc. for finders' fees
for the Riverbend and IRCA acquisitions and for fundraising,
respectively. During the quarter 437,500 shares of the Company's common
stock were issued at $1.67 per share for the exercise of warrants
resulting in gross proceeds to the Company of $28,125.
23
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 Exercise
Shares Price
----------- -----------
Outstanding at December 31, 2003 3,452,000 $ 0.23
Options Granted 375,000 0.50
Options Exercised (14,452) 0.05
Options Canceled (262,548) 0.24
----------- -----------
Options Outstanding at March 31, 2004 3,640,000 $ 0.36
=========== ===========
Options Exercisable at March 31, 2004 1,616,432 $ 0.33
=========== ===========
The following schedule summarizes the activity during the nine months ended
March 31, 2004.
2002 STOCK PLAN
-----------------------
Weighted
Average
Number of Exercise
Shares 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
=========== ===========
24
In accordance with Statement of Financial Accounting Standards Number 123,
"ACCOUNTING FOR STOCK-BASED COMPENSATION" option expense of $17,434 and
$194,777 was recognized for the three months and nine months ended March
31, 2004, respectively:
March 31, 2004
--------------
Five-year Risk Free Interest Rate 3.05%
Dividend Yield Nil
Volatility Nil
Average Expected Term (Years to Exercise) 5
Stock options outstanding and exercisable under 2002 Stock Plan as of March
31, 2004 are as follows:
Average
Weighted Remaining Weighted
Range of Number of Average Contractual Number Average
Exercise Options Exercise Life of Options 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 generally accepted accounting
principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. Currently, we do not have significant cash or other material
assets, nor do we have an established source of revenues sufficient to
cover our operating costs and to allow us to continue as a going concern.
We do not currently possess a financial institution source of financing and
we cannot be certain that our existing sources of cash will be adequate to
meet our liquidity requirements. However, we have undertaken the following
to meet our liquidity requirements:
(a) Seek additional funding through senior convertible bridge notes
to raise sufficient funds to continue operations and fund its
ongoing development, merger and acquisition activities. In
January 2004, we commenced a $3,000,000 offering of senior
convertible bridge notes to accredited investors, the proceeds of
which will be used for (i) corporate administration, (ii) the
expansion of subsidiary operations, and (iii) expenses and funds
advanced for acquisitions in 2003.
(b) Generate sufficient cash flow to sustain and grow subsidiary
operations and, if possible, create excess cash flow for
corporate administrative expenses through our operating
subsidiaries; and
(c) Identify prospective acquisition targets with sufficient cash
flow to fund subsidiary operations, as well as potentially
generating operating cash flow that may sustain corporate
administrative expenses.
25
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 Corporaiton, 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. Futhermore, we have an 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 compelted, 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 subsidiaires, collections on accounts receivable, and
through additional acquisitions that have sufficient cash flow to fund
subsidairy operations. There can be no assurance that we will successful
in obtaining more debt and/or equity financing in the future or that our
results of operations will materially improve in either the short- or the
long-term. If we fail to obtain such financing and improve our results
of operations, we will be unable to meet our obligations as they become
due. That would raise substantial doubt about our ability to continue
as a going concern.
NOTE 13 SUBSEQUENT EVENTS
On February 23, 2004, we announced that we had entered into an Agreement
and Plan of Merger (the "Merger Agreement") with ProsoftTraining, a Nevada
corporation ("Prosoft"), and MTX Acquisition Corp., a Utah corporation and
a wholly-owned subsidiary of Prosoft (the "Merger Sub"), pursuant to which
the Merger Sub will be merged with and into the Company, with the Company
continuing as the surviving corporation wholly-owned by Prosoft (the
"Merger"). Upon completion of the Merger, holders of Company common stock
will be entitled to receive one (1) share (the "Exchange Ratio") of Prosoft
common stock for each share of Company common stock held by them. Prosoft
will assume all outstanding options to purchase shares of Company common
stock, which will become exercisable to purchase the number of shares of
Prosoft common stock at the exercise price as adjusted by the Exchange
Ratio. The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended. The consummation
of the Merger is subject to the approval of the stockholders of each of the
Company and Prosoft, effectiveness of the Form S-4 Registration Statement
to be filed by Prosoft, regulatory approvals, satisfactory agreements with
certain creditors and other customary closing conditions. We anticipate
that a joint proxy statement and registration statement on Form S-4 will be
filed by Prosoft in the near future.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our fiscal year ends on June 30. This management's discussion and
analysis of financial condition and results of operations and other
portions of this Quarterly Report on Form 10-QSB contain forward looking
information that involves risks and uncertainties. Our actual results could
differ materially from those anticipated by this forward looking
information. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed or referred to in the
Transition Report on Form 10-KSB for the period ended June 30, 2003, filed
on November 17, 2003, under the heading Information Regarding
Forward-Looking Statements and elsewhere. Investors should review this
quarterly report on Form 10-QSB in combination with our Transition Report
on Form 10-KSB in order to have a more complete understanding of the
principal risks associated with an investment in our common stock. This
management's discussion and analysis of financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes included elsewhere in
this document.
GENERAL
We commenced a strategy in 2002 to acquire operating companies in
strategic markets that have developed proprietary technology-enabled
learning, training and certification services targeted at major customers
in worldwide industries. Our mission is to become a leading global
learning solution corporation through acquisition, business development and
strategic relationships. We earn revenues from selling our services to
medium to large companies and organizations that provide workforce training
and certification to employees and post-secondary students. The principal
components of our costs of sales are labor costs for employees who are
directly involved in providing services to clients. Other costs of sales
include expenses associated with specific projects including materials and
26
incidental expenses. Operating expenses include salaries and benefits for
management, administrative, marketing and sales personnel, research and
development, occupancy and related overhead costs.
Following our initial acquisition of CBL, and related companies,
discussed below, our corporate development efforts in 2003 were
concentrated on the identification of additional acquisition candidates
including due diligence, negotiation of terms and conditions, and the
development of integration and financing strategies for each acquisition.
We have also focused on raising growth capital through private placements
to be used as working capital for Trinity and our subsidiaries. On
September 1 and December 1, 2003 and March 1, 2004, respectively, we
completed the following five non-related acquisitions. Additional
information concerning these transactions and the various companies
involved were filed on Forms 8-K.
TOUCHVISION (CALIFORNIA)
We completed the acquisition of all of the issued and outstanding
shares of TouchVision, Inc., a California corporation ("TouchVision") that
is in the business of providing technology-enabled information and learning
systems to healthcare providers, financial services companies and other
industry segments. In consideration for the TouchVision shares, we issued
an aggregate of 1,250,000 restricted shares of our common stock, of which
312,500 shares are subject to the terms of an escrow agreement as
collateral for the indemnification obligations of the former TouchVision
shareholders. We also agreed to loan to TouchVision the sum of $20,000 per
month for the twelve-month period following closing, to be used for working
capital. We had previously loaned TouchVision the sum of $50,000 in June
and July, 2003 by way of bridge financing pending completion of the
acquisition. In connection with the acquisition, TouchVision entered into
substantially similar employment agreements with each of Messrs. Gregory L.
Roche and Larry J. Mahar, the former principals of TouchVision, which have
a term of two years and provide for annual salaries of $120,000. On
October 1, 2003, we advanced $150,000 to TouchVision the proceeds of which
were used to pay off a loan payable to a bank, which was guaranteed by the
Small Business Administration.
RIVER MURRAY TRAINING PTY. LTD. (AUSTRALIA)
We completed the acquisition of all of the issued and outstanding
shares of River Murray Training Pty Ltd ("RMT") an Australian company that
is in the business of providing workplace training programs for various
segments of the food production industry, including viticulture and
horticulture. In consideration for the shares of 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
27
from time to time, but no later than December 30, 2006, into a maximum of
2,000,000 restricted shares of our common stock, which has been recorded as
conditionally redeemable common stock in stockholders' equity at $0.50 per
share. Of these shares, up to 400,000 may be withheld in satisfaction for
any breach of warranties by the former shareholders of Ayrshire. The
Ayrshire shares are subject to escrow and pledge agreements will be
reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including,
among other things, a voluntary or involuntary bankruptcy proceeding
involving us or the failure by us to list our shares of common stock on a
major stock exchange by December 30, 2006.
As further consideration for the Ayrshire shares, we agreed to make a
non-interest-bearing loan of U.S. $1,000,000 to Ayrshire, $300,000 of which
was advanced at closing and the remaining $700,000 was advanced on November
3, 2003. We may exercise an option to acquire the remaining 49% of
Ayrshire in consideration for the issuance of 1,500,000 shares of our
common stock, subject to certain adjustments.
In connection with the Riverbend acquisition, we agreed to appoint Mr.
Arthur Kidson to our board of directors, to serve until our next annual
meeting. In addition, we agreed to invite Mr. Nigel Tattersal to attend
all meetings of our board of directors as an observer until our next annual
meeting. Messrs. Kidson and Tattersal are both principals of Riverbend.
IRCA
On December 1, 2003, we completed the acquisition of all the issued
and outstanding shares of Danlas, a British Virgin Islands Company that
owns 51% of IRCA (Proprietary) Limited ("IRCA"), a South African company
specializing in corporate learning, certification and risk mitigation in
the area of safety, healthy environment and quality assurance ("SHEQ").
IRCA operates in South Africa, England and the United States through
various operating subsidiaries. Danlas also holds options to acquire the
remaining 49% of IRCA.
In consideration for the Danlas shares, the Company (i) issued three
convertible promissory notes in the aggregate principal amount of $40,000
and convertible into a maximum of 4,500,000 shares, under certain
conditions, of the Company's common stock, (ii) agreed to advance $700,000
in cash to establish an international sales force, (iii) provided $500,000
for certain bank guarantees and, (iv) provided certain future profit
thresholds are met, agreed to issue up to an additional 1,000,000 shares of
the Company's common stock. The first promissory note for $20,000
convertible to 2,500,000 shares has been classified as conditionally
redeemable common stock at $0.50 per share. The remaining $20,000 in
promissory notes has been classified as intercompany note payable and
eliminated in the consolidation of the Company and its subsidiaries at
March 31, 2004. On May 13, 2004, Musca notified of their intention to
convert two of the promissory notes for 51% and 23.9 % of the ownership of
IRCA.
VILPAS
On March 1, 2004, we completed the acquisition of all the issued and
outstanding shares of Trinity Learning AS (f/k/a/ Virtual Learning Partners
SA ("VILPAS"), a learning services company headquartered in Oslo, Norway.
Among its various business development initiatives, VILPAS is a majority
owner of FunkWeb, also headquartered in Oslo. FunkWeb is a leading provider
of workplace training and retraining for disabled persons. In conjunction
with national and local employment programs, FunkWeb has a successful track
record in providing disabled persons with skills, certifications and job
placement services primarily related to information technologies, web-based
systems and computing
28
In consideration for the VILPAS shares, we issued a convertible
non-interest-bearing promissory note in the principal amount of $500,000,
which note is convertible from time to time but no later than August 5,
2005 into a maximum of 1,000,000 shares of our common stock, which has been
recorded as conditionally redeemable common stock in stockholders' equity
at $0.50 per share. Of these shares, up to 20% may be withheld in
satisfaction for any breach of warranties by the former shareholders of
VILPAS. The VILPAS shares are subject to escrow and pledge agreements will
be reconveyed to the former shareholders in the event of a default by us of
certain terms and conditions of the acquisition agreements, including,
among other things, a voluntary or involuntary bankruptcy proceeding
involving us or the failure by us to list our shares of common stock on a
major stock exchange by February 5, 2005, subject to a six-month extension
in the event a listing application is in process on such date. On May 11,
2004, VILPAS notified us of their intention to convert the promissory note.
COMPETENCY BASED LEARNING, INC.
In December 2003, we completed the sale of our interests in CBL
Global Corporation ("CBL Global") and its Australian subsidiaries
(collectively "CBL") to the former owners of CBL. In conjunction with the
management buyout, we entered into a Settlement Agreement with respect to
our litigation with CBL as described in our 10KSB filed with the U.S.
Securities and Exchange Commission. We acquired CBL from its former owners
in October 2002. Pursuant to the terms of the agreement, we have conveyed
all our interest in CBL back to the former owners in exchange for surrender
and cancellation of all shares of Trinity stock issued to them in
connection with the acquisition of CBL and the approximately $1,000,000 in
convertible notes payable to them. Also as a result of the divestiture,
$222,151 owed by CBL Global to Messrs. Kennedy and Scammell is no longer an
obligation of the Company. We made the decision to divest our company of
CBL following our acquisition in the autumn of 2003 of the four companies
described above. Continued operation of CBL would have required
significant cash infusion on behalf of the Company. Through IRCA, Trinity
will continue to market CBL-related workplace learning content and products
in Africa.
On February 23, 2004, we announced that we had entered into an Agreement
and Plan of Merger (the "Merger Agreement") with ProSoft Training, 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 stockhodlers
of each of the Company and Prosoft, effectiveness of the Form S-4
Registration Statement to be filed by Prosoft, regulatory approvals,
satisfactory agreements with certain creditors and other customary
closing conditions. We anticipate that a joint proxy statement and
registration statement on Form S-4 will be filed by Prosoft in the
near future.
CHANGE IN FISCAL YEAR
On August 6, 2003, our board of directors approved a change in our
fiscal year-end from September 30 to June 30 to align it with those of the
companies we had already acquired or were at that time in the process of
acquiring. The information presented in Transition Report on Form 10-KSB
relates to the transition period October 1, 2002 through June 30, 2003.
Results for nine months of fiscal year 2004 reflect seven months'
results of operations for the three companies we recently acquired on
September 1, 2003 and four months' results of operations for the company we
acquired on December 1, 2003. The business results for VILPAS will not be
included for March, 2004 until the fourth quarter 2004 as its activity was
de minimus to the Company's overall operating results CBL's activity is
reflected for the period July 1, 2003 through December 22, 2003.
Revenues from our clients were $7,442,802 for the first nine months of
fiscal year 2004, compared with $164,660 for the same nine months ended
March 31, 2003. Of the total increase in revenues from our clients,
approximately $7,274,900 was due to the four acquisitions described above
that we made during the first nine months of fiscal year 2004.
We believe that the acquisitions we completed in the first nine months
of fiscal year 2004 will shift our business in the direction of markets
that we believe offer good growth potential for the Company.
29
RESULTS OF OPERATIONS
THIRD QUARTER ENDED MARCH 31, 2004 COMPARED TO MARCH 31, 2003
Our gross sales revenues were $4,280,305 for the quarter ended March
31, 2004, as compared to $95,192, the amount we reported for the quarter
ended March 31, 2003. The significant increase is due to the acquisition,
in September 2003, of Trinity's interests in TouchVision, RMT and Riverbend
and, in December 2004, of IRCA. The period in 2003 comprises revenues of
CBL, which was at that time Trinity's sole operating subsidiary. The
business results for VILPAS will not be included for March 2004, until the
fourth quarter 2004 as its activity was de minimum to the Company's
operating results.
Costs of sales for the quarter ended March 31, 2004, which consist of
labor and hardware costs, and other incidental expenses, increased by
$1,476,997, as compared to $0 for the same period last year resulting in
gross profit of $2,808,308 for the quarter ended March 31, 2004 as compared
to $95,192 for the same period last year. These increases in both cost of
sales and gross profit were due to and associated with increased revenues
resulting from the acquisitions completed by Trinity in September and
December 2003.
Operating expenses for the quarter ended March 31, 2004 were
$4,471,723 as compared to $729,397 for the quarter ended March 31, 2003.
The increase in operating expenses was primarily due to salaries and
benefits costs which increased $2,624,214, selling general and
administrative expense which increased $802,384, and depreciation and
amortization costs which increased $286,233. The increase is largely due
to the acquisition of the new subsidiaries ($3.5 million), development of
an international sales force ($0.4 million) and the exclusion of CBL ($0.4
million). Net interest expense for the quarter ended March 31, 2004
increased by $42,412 and includes $62,578 in interest expense incurred by
the new subsidiaries.
We reported net loss available for common shareholders of $1,297,034,
or $0.05 per share on a diluted basis, for the quarter ended March 31,
2004, compared with a net loss of $664,492, or $0.07 per share on a diluted
basis, for the same period last year.
NINE MONTHS ENDED MARCH 31, 2004 COMPARED TO MARCH 31, 2003
Our gross sales revenues were $7,442,802 for the nine months ended
March 31, 2004, as compared to $164,660, the amount we reported for the
nine months ended March 31, 2003. This significant increase in revenues is
due to the acquisition, in September 2003 of Trinity's interests in
TouchVision, RMT and Riverbend, and in December 2003, of our interest in
IRCA. The period in 2003 comprises six months revenue of CBL which was
Trinity's sole operating subsidiary in that period. The period in 2004
includes seven months of revenue from TouchVision, RMT and Riverbend, and
four months of revenue from Trinity's interest in IRCA. Revenues of CBL,
which was sold by Trinity effective December 22, 2003, were included
through such date. The business results for VILPAS will not be included
for March 2004, until the fourth quarter 2004 as its activity was de
minimum to the Company's overall operating results.
Costs of sales, which consist of labor and hardware costs, and other
incidental expenses, were $2,526,528 for the nine months ended March 31,
2004 as compared to $0 for the same period in the prior year, resulting in
gross profit of $4,916,274 for the nine months ended March 31, 2004, as
compared to $164,660 for the nine months ended March 31, 2003. These
increases in both costs and gross profit were due to and associated with
increased revenues resulting from the acquisitions completed by Trinity in
September and December 2003.
30
Operating expenses for the nine months ended March 31, 2004 were
$9,038,939, as compared to $1,799,244 for the nine month period ended March
31, 2003. This increase was due primarily to a significant increase in
salaries and benefits with increased $4,538,882 from $673,001 for the
nine-month period ended March 31, 2003 to $5,211,883 for the nine-month
period ended March 31, 2003. The increase is largely due to the
acquisition of the new subsidiaries ($3.5 million), expansion of the global
sales force ($0.4 million), and the addition of finance, administrative and
executive staff ($0.8 million) in support of the new operating strategy.
Other significant increases in operating expenses resulted from
increases in selling, general and administrative expense, and depreciation
and amortization expense. Selling, general and administrative expense of
$2,238,386 for the nine-months ended March 31, 2004 increased $1,876,154
from $362,232 for the nine months ended March 31, 2003. Selling, general
and administrative costs attributable to the new subsidiaries totaled
$1,904,063. Selling, general and administrative costs attributable to the
establishment of an international sales force totaled $396,685.
Depreciation and amortization expense increased from $5,675 for the nine
months ended March 31, 2003 to $745,582 for the nine months ended March 31,
2004. Included in the increase of $739,907 is $339,079 attributable to
amortization of intangible assets and $400,828 attributable to depreciation
expense, both as a result of the acquisitions of TouchVision, RMT,
Riverbend and IRCA.
We reported net loss available for common shareholders of $3,826,667,
or $0.17 per share on a diluted basis, for the nine months ended March 31,
2004, compared with a net loss of $1,701,754 or $0.25 per share on a
diluted basis, for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Our expenses are currently greater than our revenues. We have a
history of losses, and our accumulated deficit as of March 31, 2004 was
$15,015,580, as compared to $11,188,913 as of June 30, 2003.
At March 31, 2004, we had a cash balance of $971,849 compared to
$86,511 at June 30, 2003. Net cash used by operating activities during
the nine months ended March 31, 2004 was $1,409,348, attributed primarily
to our loss from operations of $3,826,667. Included in cash used by
operating activities were payments for accounting and insurance of
$393,000. Net cash generated by financing activities was $5,668,580 for
the nine-months ended March 31, 2004 representing the net of borrowings
and repayments under short-term notes of $293,247 plus $5,838,148 in
proceeds from issuance of common stock, conversion of bridge loans to
common stock and the exercise of warrants and options, less financing
fees of $462,815. Of these funds, an aggregate of $2,090,700 was
advanced to our Subsidiaries; $500,000 was pledged as a letter of credit
to IRCA; $492,250 was paid for financing related legal fees and sales
commissions; $1,023,100 was paid for acquisition related legal and
financing advisor fees; $500,000 was repaid on short-term promissory
notes to a related party; and $130,000 was paid for other financial
advisory fees.
Accounts receivable increased from $42,719 at June 30, 2003 to
$3,919,391 at March 31, 2004. This increase is due to receivables owed to
the four subsidiaries we acquired during the autumn of 2003.
Accounts payable increased from $391,872 at June 30, 2003 to
$2,538,840 at March 31, 2004. This increase is attributable to expenses
incurred in connection with our acquisitions, and our continuing corporate
expansion during the year.
31
As a professional services organization we are not capital intensive.
Capital expenditures historically have been for computer-aided instruction,
accounting and project management information systems and general-purpose
computer equipment to accommodate our growth. Capital expenditures,
excluding purchases financed through capital lease, during the first nine
months of fiscal years 2004 and 2003 were $186,593 and $12,834,
respectively.
Currently, we do not have significant cash or other material assets,
nor do we have an established source of revenues sufficient to cover our
operating costs and to allow us to continue as a going concern. We do not
currently possess a financial institution source of financing and we cannot
be certain that our existing sources of cash will be adequate to meet our
liquidity requirements. However, we have undertaken the following to meet
our liquidity requirements:
(a) Seek additional funding through senior, sub-debt and equity
financings to raise sufficient funds to continue operations and
fund its ongoing development, merger and acquisition activities.
(b) Generate sufficient cash flow to sustain and grow subsidiary
operations and, if possible, create excess cash flow for
corporate administrative expenses through our operating
subsidiaries; and
(c) Identify prospective acquisition targets with sufficient cash
flow to fund subsidiary operations, as well as potentially
generating operating cash flow that may sustain corporate
administrative expenses.
Trinity's future capital requirements will depend on its ability to
successfully implement these initiatives and other factors, including our
ability to maintain our existing customer base and to expand our customer
base into new geographic markets, and overall financial market conditions
in the United States and other countries where we will seek prospective
investors.
If the proposed merger between us and Prosoft is completed, it is
anticipated that the merger will improve liquidity in the merged company's
stock. However, if the merger is not completed, we may be required to pay
certain termination fees and the price of our common stock may decline.
Furthermore, we have and will incur significant costs related to the merger,
such as legal, accounting and some of the fees and expenses of financial
advisors, which costs must be paid even if the merger is not completed.
Regardless of whether the merger is completed, we anticipate that we will
still continue to seek additional funding through private placements,
conversion of outstanding loans and payables into common stock, development
of the business of our newly-acquired subsidiaries, collections on accounts
receivable, and through additional acquisitions that have sufficient cash
flow to fund subsidiary operations. There can be no assurance that we will
be successful in obtaining more debt and/or equity financing in the future
or that our results of operations will materially improve in either the
short- or the long-term. If we fail to obtain such financing and improve
our results of operations, we will be unable to meet our obligations as
they become due. That would raise substantial doubt about our ability to
continue as a going concern.
32
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions in certain circumstances that affect amounts
reported in the accompanying consolidated financial statements and related
footnotes. In preparing these financial statements, management has made
its best estimate and judgments of certain amounts included in the
financial statements, giving consideration to materiality. Historically,
our estimates have not materially differed from actual results.
Application of these accounting policies, however, involves exercise of
judgment and use of assumptions as to future uncertainties. As a result,
actual results could differ from these estimates.
Material accounting policies that we believe are the most critical to
investor's understanding of our financial results and condition and require
complex management judgment have been expanded and are discussed below.
Information regarding our other accounting policies is included in our
Transition Report on Form 10-KSB for the transition period ended June 30,
2003.
A. Method of accounting. The Company uses the accrual method of
accounting.
B. Revenue and expense recognition. Revenues and directly related
expenses are recognized in the financial statements in the period when
the goods are shipped to the customer.
C. Cash and cash equivalents. The Company considers all short-term,
highly liquid investments that are readily convertible within three
months to known amounts, as cash equivalents.
D. Depreciation and amortization. The cost of property and equipment is
depreciated over the estimated useful lives of the related assets.
The cost of leasehold improvements is amortized over the lesser of the
length of the lease of the related assets or the estimated lives of
the assets. Depreciation and amortization is computed on the
straight-line method.
E. Consolidation policies. The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. Intercompany transactions and balances have been
eliminated in consolidation.
F. Foreign currency translation/remeasurement policy. Assets and
liabilities that occur in foreign currencies are recorded at
historical cost and translated at exchange rates in effect at the end
of the reporting period.
ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS
The Company adopted Statement of Financial Accounting Standard No. 142
("SFAS 142"), "Goodwill and other Intangible Assets," at the beginning of
fiscal 2003. As required, the Company identified its reporting units and
the amounts of goodwill, other intangible assets, and other assets and
liabilities allocated to those reporting units. This Statement addresses
the accounting and reporting of goodwill and other intangible assets
subsequent to their acquisition. SFAS No.142 provides that (i) goodwill
and indefinite-lived intangible assets will no longer be amortized, (ii)
impairment will be measured using various valuation techniques based on
discounted cash flows, (iii) goodwill will be tested for impairment at
least annually at the reporting unit level, (iv) intangible assets deemed
to have an indefinite life will be tested for impairment at least annually,
and (v) intangible assets with finite lives will be amortized over their
useful lives.
33
SFAS No. 142 requires that goodwill be tested for impairment upon
adoption of the Statement, as well as annually thereafter. The Company
completed its transitional goodwill impairment test during the third
quarter of 2004 and had no impairment losses. Other intangible assets
deemed to have an indefinite life are tested for impairment by comparing
the fair value of the asset to its carrying amount. The Company does not
have other intangible assets with indefinite lives. See Note 2
"Acquisitions and Divestitures" for more information.
In June 2002, the FASB issued Statement of Financial Accounting
Standard No. 146 ("SFAS 146"), "Accounting for Costs Associated with Exit
or Disposal Activities." SFAS 146 replaces Emerging Issues Task Force
("EITF") Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (Including Certain
Costs Incurred in a Restructuring)" in its entirety and addresses
significant issues relating to recognition, measurement and reporting costs
associated with an exit or disposal activity, including restructuring
activities. Under EITF Issue No. 94-3, a liability is recognized, measured
and reported as of the date of an entity's commitment to an exit plan.
Pursuant to SFAS 146, a liability is recorded on the date on which the
obligation is incurred and should be initially measured at fair value.
SFAS 146 is effective for exit or disposal activities initiated after
December 31, 2002. The Company adopted SFAS 146 on July 1, 2003. See Note
2 Acquisitions and Divestitures.
EITF Consensus Issue No.00-21 ("EITF 00-21"), "Revenue Arrangements
with Multiple Deliverables" was first discussed at the July 2000 EITF
meeting and was issued in February 2002. Certain revisions to the scope
language were made and finalized in May 2003. EITF 00-21 addresses the
accounting for multiple element revenue arrangements, which involve more
than one deliverable or unit of accounting in circumstances, where the
delivery of those units takes place in different accounting periods. EITF
00-21 requires disclosures of the accounting policy for revenue recognition
of multiple element revenue arrangements and the nature and description of
such arrangements. The accounting and reporting requirements are effective
for revenue arrangements entered into in fiscal periods beginning after
June 15, 2003. The Company has completed its initial evaluation and
adoption of EITF 00-21 does not have a significant impact on the Company's
financial statements. The Company continues its evaluation to determine
whether the reporting requirements of EITF 00-21 will impact the Company's
financial statements in the future.
In January 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard No. 148 ("SFAS 148"),
"Accounting for Stock-Based Compensation Transition and Disclosure."
SFAS 148 amends FASB Statement 123 ("SFAS 123"), "Accounting for
Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require prominent disclosure in both
annual and interim financial statements of the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. SFAS 148 is effective for fiscal years, including
interim periods beginning after December 15, 2002, and thus, this
disclosure is included in the table below. SFAS 148 also requires
disclosure of pro-forma results on the interim basis as if the Company had
applied the fair value recognition provisions of SFAS 123. The Company
implemented the fair value based method of accounting for stock-based
employee compensation during the transition period from October 1, 2002 to
June 30, 2003. Implementing SFAS 148 did not impact the financial results
of the Company significantly.
34
In April 2003, the FASB issued Statement of Financial Accounting
Standards No. 149 ("SFAS 149"), "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities." SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives) and for hedging activities. The accounting and
reporting requirements will be effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after
June 30, 2003. Currently, we do not have any derivative instruments and do
not anticipate entering into any derivative contracts. Accordingly,
adoption of SFAS 149 has no significant impact on our financial statements.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 ("SFAS 150"), "Accounting for Certain Instruments with
Characteristics of Both Liabilities and Equity." SFAS 150 establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). SFAS 150 is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. As permitted, the Company adopted
SFAS 150 on September 1, 2003. Accordingly, adoption of SFAS 150 did not
have a significant impact on the Company's financial statements.
RELATED PARTY TRANSACTIONS
From time to time, Ms. McPherson and Ms. Hayman, officers of RMT, have
advanced funds to RMT. The current balance of $15,234 is due December 31,
2004 and accrues interest at a rate of 6% per annum.
From time to time, certain shareholders of IRCA have advanced funds to
IRCA. Of the current balance of $2,326,021, $750,000 is non-interest
bearing and due June 30, 2004; $40,000 is non-interest bearing and has no
fixed terms of repayment and the remaining amount due of $1,536,021 has no
fixed terms of repayment and bears interest at a Republic of South Africa
Bank prime rate.
On December 17, 2003, amended on March 1, 2004, we entered into an
agreement with Titan Aviation Ltd ("Titan"), a Guernsey company, for the
purpose of having Titan act as a representative of IRCA. Mr. Martin
Steynberg, a member of our board of directors, is the managing director
of Titan. Mr. Steynberg is a shareholder in IRCA Investments
(Proprietary) Limited which owns 49% of IRCA. Under the terms of the
agreement, we will pay Titan four million rand or approximately $600,000
in May 2004.
On December 15, 2003, the Company's Board of Directors approved
a payment of $64,315 to Mr. William D. Jobe, a member of our board of
directors, as compensation for merger and acquisition services associated
with our acquisition of TouchVision.
From time to time certain shareholders of Riverbend have advanced
funds to Riverbend. The current balance of $392,179 is non-interest
bearing and there are no fixed terms for repayment.
On August 8, 2002, we formalized a Debt Conversion Agreement with
Global Marketing Associates, Inc. ("GMA"), holder of a convertible
promissory note (the "GMA Note") in the principal amount of $166,963,
pursuant to which the principal amount of the note, along with accrued
interest thereon, was made convertible, under certain conditions, into
3,200,000 shares of common stock. The GMA Note was originally issued in
November 2000 to our company's former attorneys and was subsequently
acquired by Pacific Management Services, Inc., who assigned the note to
GMA; both entities are unrelated to us. GMA subsequently assigned the
35
right to acquire 2,600,000 of the 3,200,000 shares of common stock into
which the note is convertible, to several persons, comprising Messrs. Cole,
Mooney, and Swindells as well as European American Securities, Inc.
("EAS"). Pursuant to the assignment, Messrs. Cole and Mooney each acquired
the right to acquire 600,000 shares of the common stock into which the GMA
Note is convertible and Mr. Swindells acquired the right to acquire
1,000,000 shares. As of January 2003, all 3,200,000 shares of our common
stock had been issued pursuant to the terms of the GMA Note. Fifty
percent of the shares issuable upon the conversion of the GMA Note are
subject to a two-year lock-up provision that restricts transfer of such
shares without prior written consent of our board of directors.
On July 15, 2002, we entered in a two-year Advisory Agreement with
Granite Creek Partners, LLC ("GCP"), formerly King's Peak Advisors, LLC,
automatically renewable for an additional 12-month period. Under the terms
of the Advisory Agreement, GCP agreed to provide us with general corporate,
financial, business development and investment advisory services on a
non-exclusive basis. These services include assisting with the
identification of placement agents, underwriters, lenders and other sources
of financing, as well as additional qualified independent directors and
members of management. GCP is a private company whose principals are
Douglas Cole and Edward Mooney, who are officers and directors of our
company, and Theodore Swindells. At its August 19, 2003 meeting, the
board of directors' voted to suspend the Advisory Agreement from August 15,
2003 until January 2004. Through March 31, 2004, GCP had earned a total of
$315,000 under the Advisory Agreement, $110,000 of which was converted into
4,400,000 shares of common stock in March 2003. Of the balance of
$205,000, $203,469 was paid to GCP, leaving a balance owing at March 31,
2004 of $1,531. The Advisory Agreement was suspended in August 2003.
On July 31, 2002, amended on January 1, 2004, we entered into an
Advisory Agreement with EAS pursuant to which EAS agreed to provide
financial advisory and investment banking services to the Company.
Through March 31, 2004, EAS had earned a total of $807,716 under the
Advisory Agreement. Of the balance of $807,716, $431,421 has been paid
to EAS and $125,000 or 250,000 shares in the Company's common stock was
paid to EAS in January 2004, leaving a balance owing at March 31, 2004
of $376,295.
From time to time, since inception of our current operating strategy,
Mr. Swindells has provided short-term working capital loans on a
non-interest bearing basis. The principal may be converted into such
other debt or equity securities financings that we may issue in private
offerings while the loan is outstanding. In September 2003, we repaid
$500,000 on the loan balance then outstanding. In November 2003, the
remaining balance of $425,000 was converted to 850,000 shares of common
stock and issued to Mr. Swindells.
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer, after
conducting an evaluation, together with other members of our management, of
the effectiveness of the design and operation of our disclosure controls
and procedures as of the end of the period covered by this report, have
concluded that our disclosure controls and procedures were effective to
ensure that information required to be disclosed by us in our reports filed
or submitted under the Securities Exchange Act of 1934 (the "Exchange Act")
is recorded, processed, summarized, and reported within the time periods
specified in the rules and forms of the SEC. There were no significant
changes in our internal controls or in other factors that could
significantly affect these controls subsequent to that evaluation, and
there were no significant deficiencies or material weaknesses in such
controls requiring corrective actions.
36
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On September 12, 2003, we filed a Complaint in the United States
District Court for the District of Utah, Central Division, against CBL
Global Corporation ("CBL Global") (f/k/a CBL Acquisition Corporation), and
Robert Stephen Scammell, the sole shareholder of CBL-California, (Case No.
2:03CV00798DAK) alleging, among other things, that Scammell and
CBL-California provided us with misstated financial statements prior to our
merger in October 2002 with CBL-California and CBL Global. On September
18, 2003, we filed a First Amended Complaint and Jury Demand, which added
as defendants CBL-Global and Brian Kennedy, the sole shareholder of
CBL-Australia. The First Amended Complaint alleges causes of action for
violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 promulgated there under, for violations of Section 20(a) of the
Securities Exchange Act of 1934, for declaratory relief and breach of
contract, for common law fraud, and for negligent misrepresentation.
The First Amended Complaint alleged, among other things, that the
defendants were advised by CBL-California's accountant on September 18,
2002 that CBL-California's financial statements were misstated, and alleges
that new restated financial statements were issued on September 19, 2002.
The First Amended Complaint alleged, however, that the restated financial
statements were not provided to us prior to the October 1, 2002 closing of
the merger.
In December, 2003, we sold our interests in CBL Global and its
Australian subsidiaries (collectively "CBL"), Messrs. Scammell and Kennedy,
to the former owners of CBL. In conjunction with the management buyout, we
entered into a Settlement Agreement with respect to our litigation with
CBL. Pursuant to the terms of the agreement, we have conveyed all of our
interest in CBL back to the former owners in exchange for surrender and
cancellation of 3,000,000 shares of Trinity stock issued to them in
connection with acquisition of CBL and the cancellation of $1,000,000 in
convertible notes payable to them. Also, as a result of the divestiture,
$222,151 owed by CBL Global to Messrs. Kennedy and Scammell is no longer an
obligation of the Company.
ITEM 2. CHANGES IN SECURITIES
RECENT SALES OF UNREGISTERED SECURITIES
On July 31, 2002, amended January 1, 2004, we entered into an Advisory
Agreement with EAS pursuant to which EAS agreed to provide financial
advisory and investment banking services to the Company. Through March 31,
2004, EAS had earned a total of $807,716 under the Advisory Agreement. Of
the balance of $807,716, $125,000 or 250,000 shares in the Company's common
stock was paid to EAS in January 2004. In our opinion, the offer and sale
of these securities was exempt by virtue of Section 4(2) of the Securities
Act and the rules promulgated there under.
Through May 7, 2004, we had received subscriptions to our January 2004
offering of up to $3,000,000 Senior Convertible Bridge Notes (the "Notes")
totaling $1,146,000. The Notes mature in twelve months plus accrued
interest at a rate of 7% per annum. The Notes are convertible at 80% of
the "Next Equity Financing" offering price or at $0.60 per share if
converted prior to May 15, 2004. As of March 31, 2004 $836,000 of the
$1,146,000 had been converted to 1,652,892 shares of common stock. Financing
fees payable are $114,600.
37
Finally, 100,000 and 40,721 shares of the Company's common stock were
issued Mr. Ron Posner and TN Capital Equities, Inc., for finders' fees and
for the Riverbend and IRCA acquisitions and fund raising, respectively.
437,500 shares of the Company's common stock at $1.67 per share were issued
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 are filed herewith:
10.1 Amended Agreement dated March 1, 2004 between the Company
and Titan Aviation Ltd.
10.2 Sublease Agreement dated July 22, 2003 between the Company
and Vargus Marketing Group, Inc.
10.3 Amended Agreement dated January 1, 2004, betweent the
Company and European American Securities.
31.1 Certification of the Company's Chief Executive Officer.
31.2 Certification of the Company's Chief Financial Officer.
32.1 Certification of the Company's Chief Executive Officer.
32.2 Certification of the Company's Chief Financial Officer.
(b)Reports on Form 8-K
1. On January 6, 2004, we filed a Current Report on Form 8-K
concerning our press release announcing the settlement of our litigation
with CBL Global Corporation and other related parties.
2. On January 7, 2004, we filed a Current Report on Form 8-K
concerning its common shares (stock symbol "TTYL.OB") being accepted for
quotation on the NASDAQ Over-the-Counter-Electronic Bulletin Board,
effective January 7, 2004.
3. On January 12, 2004, we filed a Current Report on Form 8-K
concerning the issuance of a letter to shareholders by Douglas D. Cole,
Chief Executive Officer of the Company.
38
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.
39
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
May 14, 2004 By: /S/ DOUGLAS D. COLE
---------------------------
Douglas D. Cole
Chief Executive Officer
May 14, 2004 By: /S/ CHRISTINE R. LARSON
---------------------------
Christine R. Larson
Chief Financial Officer
40