Use these links to rapidly review the document TABLE OF CONTENTS ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

o Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, ~~2009~~ 2010

Commission file number: 0-27403

TIGRENT INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Colorado		84-1475486
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1612 East Cape Coral Parkway, Cape Coral, Florida 33904 ~~(Address of principal executive offices) (zip code)~~

~~Registrant's telephone~~(Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code:~~offices) (~~239~~zip code) ~~542-0643~~

Registrant’s telephone number, including area code: (239) 542-0643

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act*:

Title of Each Class Name of Exchange on which registered Common Stock, no par value ~~OTC BB~~None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act*. Yes o No ý x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, ~~2009~~2010, the last business day of the registrant'’s most recently completed second fiscal quarter, was approximately $52.58 million based on the closing sale price of the registrant'’s common stock as traded on the NASD Over the Counter Electronic Bulletin Board on such date of $10.5047 per share.

As of March 174, ~~2010~~2011, there were 1113,~~738~~088,587 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

*On March 18, 2011, the registrant filed a Form 15 with the Securities and Exchange Commission to deregister its securities and suspend its obligations to file periodic reports under the Securities Exchange Act of 1934, as amended, except that the registrant has filed this Annual Report on Form 10-K for the year ended December 31, 2010.

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TABLE OF CONTENTS

PART I
Item 1.	Business	~~Business~~3	1
Item 1A.	Risk Factors	~~Risk Factors~~9	8
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~14	13
Item 2.	Properties	~~Properties~~14	14
Item 3.	Legal Proceedings	~~Legal Proceedings~~15	14
Item 4.	Reserved	~~Reserved~~15	14
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~16	15
Item 6.	Selected Financial Data	~~Selected Financial Data~~17	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~17	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~31	37
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~31	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~55	76
Item 9A(T)		Controls and Procedures	76
Item 9A.	Controls and Procedures	55
Item 9B.	Other Information	~~Other Information~~55	77
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~Directors, Executive Officers and Corporate Governance~~56	78
Item 11.	Executive Compensation	~~Executive Compensation~~59	82
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~65	91
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~Certain Relationships and Related Transactions, and Director Independence~~66	93
Item 14.	Principal Accounting Fees and Services	~~Principal Accounting Fees and Services~~68	96
PART IV
Item 15.	Exhibits and Financial Statement Schedules	~~Exhibits and Financial Statement Schedules~~69	97
	Signatures	~~Signatures~~71	99

Table of Contents

PART I

In this Annual Report on Form 10-K ("Annual Report"), "Tigrent" and the terms "Company," "we," "us," and "our" refer to Tigrent Inc. and its wholly-owned and majority-owned subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by words such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "continue" or similar statements. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from what is currently anticipated. We make cautionary statements in certain sections of this document. You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this document, in the materials referred to in this document, in the materials incorporated by reference into this document, or in our press releases. No forward-looking statement is a guarantee of future performance, and you should not place undue reliance on any forward-looking statement. Actual results could differ materially from those anticipated or implied by the forward-looking statements. All forward-looking statements in this report are made as of the date hereof, based on information available to us as of the date hereof, we assume no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

ITEM 1. BUSINESS

Overview

Our Company is a provider of practical, high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially literate. We provide customers with comprehensive instruction and mentoring in the topics of real estate and financial instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching.

In July 2006, we created Rich Dad Education, LLC ("RDE") with Rich Global, LLC ("Rich Global"). This entity has provided basic training courses under the Rich Dad™ Education brand that focus on the real estate teachings and philosophies of Robert Kiyosaki as detailed in the book entitled, Rich Dad Poor Dad. The Rich Dad Poor Dad book series is published in 51 languages, is available in 106 countries, and has sold over 28 million copies worldwide.

We currently have three Rich Dad™ Education offerings, including:

We began offering our Rich Dad™ Learn to be Rich basic training to customers in the United States in 2006. In 2007, we expanded our Rich Dad™ Learn to be Rich training to include customers in Canada and the United Kingdom. During 2008, we created the Rich Dad™ Stock Success training and introduced it to customers in the United States and the United Kingdom. We began offering this training to our customers in Canada in 2009. In June 2009, we introduced a Launch Your Business course offering on a test basis in the United States, and it remains under development.

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For the year ended December 31, 2009, Rich Dad™ Education represented approximately 83.1% and our Proprietary brands represented 16.9% of our revenue. Our international business, which includes both Rich Dad™ Education and Proprietary brands, was 11.1% of our total revenue.

On June 25, 2009, our Board of Directors approved an amendment of the Company's Articles of Incorporation to change the Company's name from "Whitney Information Network, Inc." to "Tigrent Inc." On September 2, 2009, our shareholders approved the corporate name change.

On March 16, 2010, the Company entered into a letter of intent ("Letter Agreement") with Rich Global and Rich Dad Operating Company, LLC ("RDO") (collectively, Rich Global and RDO are sometimes referred to as the "Rich Dad Parties") to amend and restructure the agreements pursuant to which the Company licenses and operates under the Rich Dad brand. The new licensing agreement gives us the right to sell Rich Dad products and training courses in live seminars in the United States, Canada and the United Kingdom for a term of approximately five years, i.e. until December 31, 2014. More details about the restructuring and the proposed terms of the license agreements are in "Business—Licensing Agreement with the Rich Dad Parties."

The parties are currently negotiating the definitive restructuring agreements, however, there can be no assurances that the parties will finalize such definitive documents.

Our Strategy

Our objective is to be a leading provider of training services and products that provide customers with the skills, knowledge and tools to achieve their personal and financial goals. In addition to our current course offerings, we will continue to assess the viability of alternative training curriculum and delivery methods as potential sources of business growth.

Our strategy is focused in the following areas:

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In ~~Intellectual~~this ~~Property~~ Annual Report on Form 10-K (“Annual Report”), “Tigrent” and the terms “Company,” “we,” “us,” and “our” refer to Tigrent Inc. and its wholly-owned and majority-owned subsidiaries.

WeCautionary ~~regard~~Statement ~~our~~Regarding training materials and products, trademarks, service marks, trade names, copyrights and patents as proprietary. As such, we primarily rely on federal statutory and common law protections to uphold our interests in these materials. We market various courses and training programs under the Rich Dad brand, as licensee, as well as our Proprietary brands, as described below under "Training Programs". While several of our proprietary materials may contain commonly used terms and do not afford us significant trademark protection, we also use employee and third party nonForward-~~compete~~Looking ~~and confidentiality agreements as well as other contractual methods of protecting proprietary rights to safeguard our intellectual property.~~ Statements

This ~~Licensing~~Annual ~~Agreements~~Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involves risk and uncertainties. These forward-looking statements are principally contained in the Sections entitled Managements Discussion and Analysis of Financial Conditions and Results of Operations in Part II, Item 7 and Risk Factors in Part I, Item 1A. Such forward-looking statements may be identified by words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “continue” or similar statements. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, changes in our operating results for 2011, any benefit that we may achieve as a result of cash reduction efforts implemented in 2010, expected cash sales and adjusted EBITDA for 2011 and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from what is currently anticipated, including our ability to execute on our 2011 operating plan, our ability to remain in compliance with our contractual obligations under existing licensing and other arrangements, our ability to maintain control over and reduce our operating expenses, as well as other risks and uncertainties set forth in cautionary statements made throughout various sections of this document. You should read these cautionary statements, particularly those set forth under the ~~Rich~~caption ~~Dad~~Risk ~~Parties~~ Factors in Part I, Item 1A below, as being applicable to all related forward-looking statements wherever they appear in this document, in the materials referred to in this document, in the materials incorporated by reference into this document, or in our press releases. No forward-looking statement is a guarantee of future performance, and you should not place undue reliance on any forward-looking statement. Actual results could differ materially from those anticipated or implied by the forward-looking statements. All forward-looking statements in this report are made as of the date hereof, based on information available to us as of the date hereof, we assume no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

~~Effective July~~PART 18, 2006, we entered into a limited liability company agreement with Rich Global to promote the financial philosophy espoused by Robert Kiyosaki in his book, Rich Dad Poor Dad. Under this agreement, we established RDE, 51% of which was owned by us, and the remaining 49% by Rich Global. Pursuant to a license agreement dated July 6, 2006 ("Rich Dad License"), Rich Global granted RDE a license to use the Rich Dad trademarks, trade names and other business information in seminars that it conducts in the United States, Canada and the United Kingdom. I

~~The Company~~ITEM and the Rich Dad Parties have agreed to enter into (i) a new license agreement for the Rich Dad brand, (ii) a cooperative marketing agreement that contemplates the development and implementation of improved customer contact management strategies and (iii) a termination and settlement agreement related to the Company's previous licensing agreement for the Rich Dad brand1. BUSINESS

On March 16, 2010, the Company entered into a Letter Agreement with the "Rich Dad Parties" to restructure the agreements under which the Company licenses and operates under the Rich Dad brand. Under the terms of the Letter Agreement, the Company and RDO have agreed to enter into a new license agreement for the Rich Dad brand for a term of approximately five years, i.e., until December 31, 2014. Rich Global will be a consenting party to the license agreement with respect to the use of its database. The license agreement gives the Company the non-exclusive right to sell and market Rich Dad products in live seminars and training courses in the United States, Canada and the United Kingdom. The license agreement provides that the Company must establish a reserve account in an amount equal to 30% of the Company's deferred revenues during the term of the license agreement. The purpose of the reserve account is to ensure that the Company can fulfill its contractual commitments to the customers who purchased the Rich Dad courses. Until the reserve account has been fully funded, the Company will pay to RDO a current royalty ("current royalty") of 3% of gross revenue and 5% of gross revenues ("fulfillment royalty") into the reserve account. Gross revenues are gross revenues, net of merchant fees, taxes, shipping refunds, rebates, bad debt and sums paid to RDO's third party coaching provider under a separate cross marketing agreement. Overview

~~The reserve~~We ~~account~~are ~~will~~a beprovider ~~funded with fulfillment royalty payments and any funds received from the renegotiation~~ of apractical, ~~letter~~high-quality ~~agreement with RDO's licensed third party coaching services provider~~ and ~~the~~value-based ~~Company's merchant deposit reserve funds. In addition~~training, the Company will pay into the reserve account on a monthly basis the amount by which the average cash balance of all unrestricted funds in Tigrent's accounts for the prior 90 day period (excluding the proceeds from the sale ofconferences, ~~or other realization upon~~publications, ~~any non~~technology-~~core~~based ~~assets~~tools orand ~~any~~mentoring ~~cash~~to ~~accounts from~~help ~~RDE~~customers ~~made~~become ~~available~~financially ~~to Tigrent) exceeds $6 million~~knowledgeable. ~~After~~We ~~the~~provide ~~reserve~~customers ~~account~~with ~~has~~comprehensive ~~been~~instruction ~~fully~~and ~~funded,~~mentoring ~~the~~on ~~Company will pay to RDO royalty payments equal to 10% of~~ the ~~gross~~topics ~~revenue in lieu~~ of ~~paying~~real ~~the~~estate ~~current~~and ~~royalty~~financial toinstruments ~~RDO~~investing and ~~the~~entrepreneurship ~~fulfillment royalty into the reserve account. If the amount~~ in the ~~reserve~~United ~~account~~States, ~~exceeds~~ the ~~reserve~~United ~~goal~~Kingdom, ~~the~~and ~~excess~~Canada. ~~funds~~Our ~~will~~training beis ~~withdrawn~~offered ~~from~~in ~~the reserve~~non-accredited ~~account~~free ~~and~~preview ~~shall~~workshops, beas ~~first~~well ~~applied~~as tobasic ~~the~~training, ~~deferred~~advanced ~~fulfillment~~courses, ~~royalties~~mentoring, ~~that are due to RDO~~ and ~~second to the Company for actual expenses related to fulfillment of student agreements~~coaching.

3In July 2006, we created Rich Dad Education, LLC (“RDE”) with Rich Global, LLC (“Rich Global”). This entity has provided basic training courses under the Rich Dad™ Education brand, which focuses on the real estate teachings and philosophies of Robert Kiyosaki as detailed in the book entitled, Rich Dad Poor Dad. The Rich Dad Poor Dad book series has sold millions of copies worldwide. On May 26, 2010, we entered into definitive agreements with Rich Global and Rich Dad Operating Company, LLC (“RDO”) to restructure the agreements under which we license and operate under the Rich Dad brand. Rich Global and RDO (together, the “Rich Dad Parties”) are entities controlled by Robert and Kim Kiyosaki. More details about the restructuring and the terms of the license agreements are discussed below under the section entitled Licensing Agreements with the Rich Dad Parties.

~~Table~~We ofcurrently ~~Contents~~have two Rich Dad™ Education offerings:

The license agreement will contain covenants relating to performance standards and cash operating profits. The Company is limited from making any capital expenditures with any businesses other than the · Rich Dad™ ~~Education~~Learn ~~Business which exceed $500,000 per year without obtaining written approval from RDO. The Company must also consult with RDO prior~~ to ~~hiring~~be aRich ~~chief~~—focuses ~~executive~~on ~~officer, chief~~real ~~financial~~estate ~~officer~~training; or any other officers who reports directly to the chief executive officer. RDO will have the right to allow one (1) representative to observe all meetings of the Company's Board of Directors in a non-voting capacity. and

~~The restructuring agreements will include the issuance of 9.9% of the Company's outstanding common stock to~~ · Rich ~~Global and the redemption of Rich Global's 49% interest in RDE, the limited liability company that was formed to operate the Rich~~ Dad™ ~~business.~~Stock ~~The~~Success ~~Company's~~—concentrates ~~common~~on ~~stock~~financial ~~issued~~instruments ~~to Rich Global will be subject to a shareholder agreement with the Company, which will give Rich Global demand and piggyback registration rights after January 1, 2011~~training. The Company and Rich Global have agreed to transfer the RDE assets to the Company, except the data base of customer names and customer leads, resulting in full ownership by the Company of the business previously conducted by RDE and to dissolve RDE, and terminate the license and administrative services agreements associated with RDE. The Company will have responsibility for any and all liabilities remaining in RDE, including but not limited to obligations related to the fulfillment of course work for the Rich Dad students. The Company has agreed to release Rich Global from all general claims related to RDE and Rich Global has agreed to release the Company from specific claims that it made against the Company and RDE in connection with its alleged default letter dated March 27, 2009. Among other things, the Letter Agreement also proposes enhanced cooperation in advertising, marketing, and educational programs between the Company, RDO and Professional Education Institute ("PEI") PEI, RDO licensed provider of coaching services, through a customer contact and data base management strategy that emphasizes seamless support of the Rich Dad brand and its customers.

~~In connection~~We ~~with~~began ~~the~~offering ~~dissolution~~our ~~of RDE, the Company and~~ Rich ~~Global~~Dad™ ~~have~~Learn ~~agreed~~ to ~~terminate~~be ~~certain~~Rich ~~agreements~~basic ~~related~~training to ~~the~~customers ~~previous~~in ~~license agreement, which are (i)~~ the ~~Administrative~~ ~~Services~~United ~~Agreement~~States ~~dated~~in ~~July 18,~~ 2006,. asIn ~~amended~~2007, ~~(ii) the~~we ~~License~~expanded ~~Agreement~~our ~~dated~~Rich ~~July 18,~~Dad™ ~~2006~~Learn ~~between~~to ~~RDE~~be ~~and~~Rich ~~the~~training ~~Company~~to ~~and~~include ~~(iii) the~~customers ~~License Agreement~~in ~~dated~~Canada ~~July 18, 2006 between RDE~~ and ~~Rich~~the ~~Global~~United Kingdom. ~~The~~During ~~Company~~2008, ~~has~~we ~~agreed~~created tothe ~~release~~ Rich ~~Global~~Dad™ ~~from~~Stock ~~all~~Success ~~general~~training ~~claims related to RDE~~ and ~~Rich~~introduced ~~Global~~it ~~has agreed~~ to ~~release~~customers in the ~~Company from~~United ~~specific~~States ~~monetary~~ and ~~other claims that it alleged against~~ the ~~Company~~United ~~and~~Kingdom. ~~RDE~~We inbegan ~~connection~~offering ~~with~~this ~~its~~training ~~letter~~to ~~dated~~our ~~March 27,~~customers ~~2009~~in ~~alleging~~Canada ~~certain~~in ~~defaults~~2009.

In addition, the Company and Rich Global also intend on entering into a cooperative marketing and advertising agreement with PEI to provide for an improved customer contact strategy and to increase marketing and advertising efficiencies. The marketing agreement will be co-terminus with the RDO licensing agreement. 3

~~The parties~~Table ~~are~~of ~~currently negotiating the definitive documents related to the restructuring, however, there can be no assurances that the parties will finalize these documents.~~ Contents

For ~~Marketing~~ the year ended December 31, 2010, Rich Dad™ Education represented approximately 91.9% of our total revenue and our Proprietary brands represented approximately 8.1% of our total revenue. Our international business, which includes both Rich Dad™ Education and Proprietary brands, was approximately 23.5% of our total revenue.

WeOur acquire our customers through direct marketing activities, including television infomercials, radio advertising, direct mail, newspaper advertising, email marketing, search engine optimization and marketing, internet-based banner ads and contextual and behavioral targeting digital delivery. Potential customers are invited to attend free preview two-hour workshops in their local areas, during which we offer follow-up three day basic training courses. Customers enroll and attend the basic training courses and receive the reference materials that are designed to accompany the training, which is usually held over the weekend within two or three weeks of the initial free preview workshop. In 2009, approximately 18.3% of the attendees at the preview workshops enrolled in the basic training courses. Strategy

4Our objective is to be a leading provider of training services and products that provide customers with the skills, knowledge and tools to achieve their personal and financial goals.

~~Table~~Our ofstrategy ~~Contents~~is focused on the following areas:

~~At the~~· Enhanced ~~basic~~sales ~~training~~and ~~courses,~~utilization ~~customers~~of ~~are~~the ~~taught~~Rich ~~the~~Dad ~~fundamentals~~brand. ofWe ~~course~~intend ~~topics~~to ~~and~~concentrate ~~are~~our ~~encouraged~~marketing toefforts ~~enroll~~on inthe ~~advanced~~Rich Dad brand, ~~detailed~~and ~~courses~~increase ~~covering~~lifetime ~~specific~~customer ~~topics~~value ~~within~~through cooperative marketing strategies among the ~~training~~ ~~segment.~~various ~~Our~~Rich ~~basic~~Dad partners and ~~advanced~~make ~~trainings~~broader, ~~are~~coordinated ~~described~~use ~~below~~of inthe ~~"Training~~Rich ~~Programs."~~Dad customer data base and other managed customer contact strategies.

· Focus ~~Training~~on ~~Programs~~ fulfillment of customer obligations. We intend to optimize the pace and improve the cost efficiency with which we fulfill our long term customer commitments. We have expanded the options for course fulfillment in order to reduce the number of expired contracts. We have increased the number of courses offered on electronic media and via the internet. Additionally, we have implemented an outreach program that involves contacting our customers by email and the U.S. mail as courses near expiration. Finally, we have implemented the concept of a symposium fulfillment experience, which we believe will play a significant role in our business model going forward. Symposiums allow us to hold several advanced classes in one location resulting in cost savings based on economies of scale. These events have been well received by our customers, providing them with networking opportunities as well as bonus events and activities that have enhanced their experience.

~~Each~~· Enhanced ~~month,~~eLearning. weWe ~~offer~~intend ~~over~~to ~~150~~continue ~~courses~~developing ~~throughout~~and ~~our~~promoting ~~geographic~~interactive ~~markets.~~and ~~For~~online ~~the~~distributed ~~year~~course ~~ended~~content ~~December 31,~~and ~~2009,~~enhanced ~~basic~~technology ~~training courses~~platforms ~~accounted~~capable ~~for~~of ~~9.0%~~streaming ofvideo, ~~worldwide~~interactive ~~revenue~~e-learning, and ~~advanced~~distributed ~~training~~e-learning. ~~courses~~We ~~accounted~~also ~~for~~plan ~~72.4%~~on ofusing ~~our~~social ~~worldwide~~networking ~~revenue.~~forums ~~The~~to ~~remaining~~further ~~18.6%~~enhance ofthe ~~revenue~~learning ~~came~~experience ~~from~~for ~~coaching and~~ our ~~other training services, products, and programs~~customers.

· Consistent ~~Basic~~quality ~~Training~~assurance. ~~Courses~~ We believe that to be an effective provider of training we need to ensure that our course offerings meet our strict quality assurance guidelines. To that end, we will continue to monitor and enforce standards for marketing, sales presentations, and training delivery throughout our organization.

InIntellectual ~~2009, we offered basic training courses under the following marketing programs and brands:~~ Property

~~Rich~~We ~~Dad™~~regard ~~Education~~our ~~was~~training ~~created~~materials byand usproducts, intrademarks, ~~conjunction~~service ~~with~~marks, ~~Rich~~trade ~~Global.~~names, ~~The~~copyrights, ~~courses~~and ~~are~~patents ~~based~~as onproprietary. ~~the~~As ~~real estate~~such, ~~financial instruments~~we ~~and~~primarily ~~entrepreneurship~~rely ~~teachings~~on federal statutory and ~~philosophies~~common oflaw ~~Robert~~protections ~~Kiyosaki,~~to ~~author~~uphold ofour ~~Rich~~interests ~~Dad~~in ~~Poor~~these ~~Dad~~materials. We ~~currently~~market ~~have~~various ~~three Rich~~courses ~~Dad™~~and ~~Education~~training ~~courses,~~programs ~~which~~under ~~are~~the Rich Dad™ ~~Learn~~brand, toas bea ~~Rich~~licensee, ~~courses focused~~as onwell ~~real~~as ~~estate~~our ~~investing~~Proprietary brands, ~~Rich~~as ~~Dad™~~described ~~Stock~~below ~~Success~~under ~~courses~~the ~~focused~~section onentitled ~~financial~~Training ~~instruments~~Programs. ~~investing~~While ~~and Launch~~several ~~Your~~of ~~Business~~our ~~focused~~proprietary ~~on entrepreneurship.~~materials ~~The~~may ~~courses~~contain ~~concentrate~~commonly onused ~~principles~~terms ~~while~~and ~~allowing~~do ~~customers~~not toafford ~~apply~~us ~~what~~significant ~~they~~trademark ~~have~~protection, ~~learned~~we ~~playing the~~also ~~board~~use ~~game,~~employee ~~CASHFLOW®~~and ~~which~~third ~~was~~party ~~developed~~non-compete byand ~~Mr. Kiyosaki.~~confidentiality ~~These~~agreements ~~courses~~as ~~are~~well ~~offered~~as inother ~~the~~contractual ~~United~~methods ~~States,~~of ~~the~~protecting ~~United~~proprietary ~~Kingdom~~rights ~~and Canada.~~to safeguard our intellectual property.

~~In the~~Licensing ~~United~~Agreements ~~Kingdom,~~with ~~we also offer our products under~~ the ~~following~~Rich ~~brands:~~Dad Parties

~~Building~~In ~~Wealth™~~July 2006, ~~offers~~we formed a ~~curriculum~~limited ~~focused~~liability oncompany, ~~the~~RDE, ~~general~~with ~~business~~Rich ofGlobal ~~real~~to ~~estate~~promote ~~and~~ the ~~fundamentals~~financial ofphilosophy ~~negotiating~~espoused ~~real estate~~by ~~purchases~~Robert ~~with~~Kiyosaki ~~sellers~~in his book, ~~rehabilitating~~Rich ~~distressed~~Dad ~~properties~~Poor ~~and~~Dad. ~~leasing~~The ~~rental~~profit ~~units~~interests toof ~~tenants~~RDE towere ~~generate~~held ~~multiple~~51% ~~sources~~by ofus ~~cash~~and ~~flow.~~the ~~Customers~~remaining ~~are~~49% ~~taught~~by ~~the~~Rich ~~mechanics~~Global. ofPursuant ~~completing~~to a ~~real~~ ~~estate~~license ~~transaction~~agreement indated ~~their~~July 6, ~~community~~2006 (“Rich Dad License Agreement”), ~~from~~Rich ~~making~~Global angranted ~~offer~~RDE a license to ~~closing~~use the ~~transaction~~Rich Dad trademarks, ~~with~~trade ~~emphasis~~names onand ~~creative~~other ~~financing~~business ~~strategies.~~information ~~These~~in ~~courses~~seminars ~~are~~that ~~offered~~it conducts in the United States, Canada and the United Kingdom.

~~Making~~On ~~Money~~May 26, ~~from~~2010, ~~Property~~we ~~with~~entered ~~Martin~~into ~~Roberts~~definitive ~~offers~~agreements awith ~~real~~the ~~estate~~Rich ~~curriculum~~Dad ~~focused~~Parties onto ~~property~~restructure ~~auctions. The seminar reflects~~ the ~~real estate~~agreements ~~expertise~~under ofwhich ~~Martin~~we ~~Roberts,~~license ~~a well-known UK presenter~~ and ~~property~~operate ~~journalist who develops properties in~~ the ~~United~~Rich ~~Kingdom,~~Dad ~~Europe~~brand. The ~~and~~Rich ~~Canada.~~Dad ~~Customers~~Parties are ~~taught~~entities ~~about~~controlled ~~buying~~by ~~at auction,~~Robert ~~rental~~ and ~~capital~~Kim ~~growth strategies, negotiating transactions and buying properties overseas. These courses are offered in the United Kingdom.~~

Teach Me To Trade® offers a curriculum focused on financial instruments trading strategies, using software and specific teaching techniques designed by the Company. Customers are taught to understand the stock market, foreign exchange, options, futures, investment strategies, risks and how to improve returns in both bull and bear markets. These courses are offered in the United Kingdom. 4

~~Women~~Table ~~in Wealth™ teaches women how to take control~~ of their financial circumstances, gain enough money and independence to achieve their goals and gain information on the latest wealth-building strategies and techniques. These courses are offered in the United Kingdom. Contents

Kiyosaki. In ~~Advanced~~connection ~~Training~~with ~~Courses~~ the restructuring, we entered into (i) a License Agreement with the Rich Dad Parties (the “2010 Rich Dad License Agreement”), relating to the Rich Dad brand, and (ii) a Settlement Agreement and Release with the Rich Dad Parties, (the “Settlement Agreement”), relating to the previous Rich Dad License Agreement for the Rich Dad brand. We and the Rich Dad Parties also committed to enter into a cooperative marketing agreement relating to the development and implementation of improved customer contact management strategies.

~~Customers~~The ~~who~~2010 ~~attend~~Rich ~~our~~Dad ~~basic~~License ~~training~~Agreement ~~courses~~is ~~may~~for ~~choose~~a term ending December 31, 2014. Rich Global is a consenting party to ~~continue~~the 2010 Rich Dad License Agreement with ~~advanced~~respect to the use of its database. The 2010 Rich Dad License Agreement gives us the non-exclusive right to sell and market Rich Dad products in live seminars and training courses in ~~real~~the ~~estate~~United orStates, ~~financial instruments~~Canada ~~investing~~and orthe ~~entrepreneurship~~United ~~skills~~Kingdom. The ~~advanced~~2010 Rich Dad License Agreement provides that we must establish escrow and cash collateral accounts in an aggregate amount equal to 30% of our deferred revenues during the term of the 2010 Rich Dad License Agreement (the “Reserve Goal”). The purpose of the escrow and cash collateral accounts is to ensure that we can fulfill our contractual commitments to the customers who purchased the Rich Dad and Tigrent courses. Until the Reserve Goal has been met, we will pay (i) to RDO a current royalty (“current royalty”) of 3% of the Gross Revenues and (ii) into the escrow account a deferred royalty of 5% of the Gross Revenues (“unfulfilled royalty”). Under the 2010 Rich Dad License Agreement, the term “Gross Revenues” means gross revenues related to the Rich Dad brands, net of merchant fees, taxes, shipping, refunds, rebates, bad debt and sums paid to RDO’s third party coaching provider under a separate cross marketing agreement.

5In addition, we are required by the 2010 Rich Dad License Agreement to pay into the cash collateral account on a monthly basis the amount by which the average cash balance of all unrestricted funds in our accounts for the prior 90 day period (excluding the proceeds from the sale of, or other realization upon, any non-core assets or any cash accounts from RDE made available to us) exceeds $6 million. Our merchant deposit reserve funds will also be credited to the Reserve Goal. After the Reserve Goal has been met, we are required to pay RDO royalty payments equal to 10% of Gross Revenues in lieu of paying the current royalty to RDO and the unfulfilled royalty into the escrow account. If the combined amounts in the escrow account and the cash collateral account exceeds the Reserve Goal, the excess funds may be withdrawn from the escrow account twice each year and applied to the deferred fulfillment royalties that are due to RDO. In addition, on a quarterly basis, RDO may withdraw 40% of payments into the escrow account during the prior three-month period.

~~Table~~The 2010 Rich Dad License Agreement contains covenants relating to performance standards and cash operating profits. We are limited in making any capital expenditures with respect to any businesses other than the Rich Dad Education Business that exceed $500,000 per year without obtaining written approval from RDO. We must also consult with RDO prior to hiring a Chief Executive Officer, Chief Financial Officer or any other officer who reports directly to the Chief Executive Officer. RDO has the right to have one representative observe all meetings of ~~Contents~~our Board of Directors in a non-voting capacity.

~~training courses~~In accordance with the terms of ~~study~~the ~~under~~Settlement Agreement, we issued 9.9% of our outstanding common stock (1,290,000 shares) to Rich Global and redeemed Rich Global’s 49% membership interest in RDE. Our common stock issued to Rich Global is subject to a shareholders’ agreement with us that gives Rich Global demand and piggyback registration rights after January 1, 2011. On March 18, 2011, we filed a Form 15 with the ~~Tigrent~~Securities ~~Learning~~and ~~brand~~Exchange Commission (~~formerly~~“SEC”) to deregister our common stock and suspend our reporting obligations under the ~~Wealth~~Securities ~~Intelligence~~Exchange ~~Academy~~Act ®of 1934 (~~"WIA"~~the “Exchange Act”), as amended. In connection with this action, we sought and obtained Rich Global’s consent to waive their demand and piggyback rights unless and until such time as we are again subject to the reporting obligations under the Exchange Act. Rich Global agreed to transfer the RDE assets to us, except for the data base of customer names and customer leads, resulting in full ownership by us of the business previously conducted by RDE. We and Rich Global agreed to dissolve RDE and terminate the license and administrative services agreements associated with RDE. We have responsibility for any and all liabilities remaining in RDE, including but not limited to obligations related to the fulfillment of course work for the Rich Dad students. We agreed to release Rich Global from all general claims related to RDE and Rich Global agreed to release us from specific claims that it made against us and RDE in connection with its alleged default letter dated March 27, 2009. Among other things, the Settlement Agreement proposes enhanced cooperation in advertising, marketing, and educational programs between us and RDO through a customer contact and data base management strategy that emphasizes seamless support of the Rich Dad brand) ~~include:~~and its customers.

~~Real~~As ~~Estate~~of ~~Advanced~~December 31, ~~Courses~~2010, ~~Financial~~we ~~Instruments~~owed ~~Advanced~~approximately ~~Courses~~$3.6 ~~Entrepreneurial~~million ~~Advanced~~of ~~Courses~~current —and ~~Master~~deferred ~~Investor~~royalty —payments, ~~Asset~~as ~~Protection~~defined ~~& Tax Relief — Wholesale Buying — Discount Notes & Mortgages — Properties~~ in ~~Probate~~the —2010 ~~Mobile~~Rich ~~Homes~~Dad &License RVAgreement, ~~Parks~~of —which ~~Foreclosures~~approximately —$2.8 ~~Rehabbing~~million ~~Properties~~pertained —to ~~Short~~June 2010 ~~Sales~~through &December 2010 Mortgages — Focus Forex — Tax Liens — Lease Options — Master Trader™ — Cash Flow Options — Strategic Trading — Spread Trader — Technical Mastery — Elite Options — FACT (Futures & Commodity Trading) — Asset Protection & Tax Relief — Hactivity.~~I.T.S.™~~ ~~(Hedging~~We &suspended ~~Institutional~~the ~~Tactics~~2010 &royalty ~~Strategies)~~payments —in ~~Master~~conjunction ~~Entrepreneur~~with —our ~~Buying & Selling Businesses — Network Marketing — e~~mid-~~Commerce~~year —business ~~Business~~restructuring ~~Expansion~~in —an ~~Product~~effort ~~Development~~to —conserve ~~Business~~our ~~Financing~~available —cash ~~Retail~~balances. —On ~~Grant~~March 25, ~~Writing~~2011, —we ~~Commercial~~entered ~~Real~~into ~~Estate~~a —credit ~~Property~~agreement ~~Management~~with &the ~~Cash~~Rich ~~Flow~~Dad —Parties ~~Domestic~~that ~~Land~~converted ~~Development~~these —royalties ~~International~~due ~~Land~~into ~~Development~~a —promissory ~~Creative~~note ~~Real~~with ~~Estate~~stated ~~Financing~~terms. —See ~~Real Estate Negotiating Techniques~~ Note 14—Subsequent ~~Apartment~~Event ~~Conversion~~in &the ~~Syndication~~Notes ~~(Canada)~~to —Consolidated ~~Distressed~~Financial ~~Property~~Statements &for ~~Repossessions~~the ~~(United~~year ~~Kingdom)~~ended —December 31, ~~Asset~~2010 ~~Protection~~contained ~~(United~~in ~~Kingdom)~~Part II, Item 8 —of ~~Lease~~this ~~Options/Purchase~~Annual ~~Options~~Report ~~(United Kingdom)~~

~~Customers may access training content through multiple delivery channels, including:~~ 5

~~Through strategic~~Table ~~partners,~~of customers can purchase a license to use supporting software for real estate or financial instruments investing. With either software program, a subscription-based data service is available for purchase which allows customers to interactively determine investment options and make better informed decisions about potential investments Contents

6for further information. This credit agreement effectively put us back in compliance with the terms set forth in the 2010 Rich Dad License Agreement. Beginning in 2011, we resumed paying royalties due relating to 2011 activity under the 2010 Rich Dad License Agreement.

~~Table of Contents~~ Marketing

We ~~Geographic~~acquire ~~Diversification~~ our customers through direct marketing activities using electronic media, such as email marketing, search engine optimization, social websites, and marketing and internet-based banner ads. We also utilize, to a lesser extent, telemarketing, television short-form commercials, radio advertising, direct mail, and newspaper advertising. Potential customers are invited to attend free two-hour preview workshops in their local areas, during which we offer follow-up three-day basic training courses. Customers that enroll and attend the basic training courses receive reference materials relevant to the subject matter. The basic training course is usually held over a weekend within two to four weeks of the initial free preview workshop. In 2010, approximately 21.8% of the attendees at the preview workshops enrolled in the basic training courses.

~~For~~At the ~~year~~basic ~~ended~~training ~~December 31~~courses, ~~2009,~~attendees ~~88.9%~~are oftaught ~~our~~the ~~revenue~~fundamentals ~~was~~of ~~generated~~the ~~domestically~~course topics and ~~11.1%~~are ~~from~~encouraged ~~our~~to ~~international operations~~enroll in ~~Canada~~advanced, ~~and~~detailed ~~the~~courses ~~United~~covering ~~Kingdom.~~specific ~~For~~topics addressed within the ~~year~~training ~~ended~~segment. ~~December 31,~~Our ~~2008,~~basic ~~89.5%~~and ofadvanced ~~our~~training ~~revenue~~programs ~~was~~are ~~generated~~described inbelow under the ~~U.S.~~section ~~and~~entitled ~~10.5%~~Training ~~internationally~~Programs.

In ~~Competition~~ 2010, we also began offering our preview workshops and basic training courses in an online format.

WeTraining compete, in a broad sense, with a number of companies, including but not limited to: Investools Inc., Better Trades, Online Trading Academy, Trump University, Stores Online and Nouveau Riche, that also offer training on specific business subjects including real estate and stock market investing. However, we do not believe we compete directly with companies that offer undergraduate and advanced degrees or continuing training programs. Programs

~~Generally, competitive~~For ~~factors within~~ the ~~proprietary~~year ~~training~~ended ~~market~~December 31, ~~include the range and depth of course offerings~~2010, ~~the~~basic ~~quality~~training ofcourses ~~trainers,~~accounted ~~the~~for ~~quality~~9.6% of ~~reference~~our ~~materials provided~~worldwide inrevenue ~~connection with course studies~~ and ~~the~~advanced ~~cost of the~~ training ~~process.~~courses ~~We believe that the range~~ and ~~depth~~mentoring ofaccounted ~~our~~for ~~course~~69.5% ~~offerings, the quality~~ of our ~~trainers~~worldwide ~~and~~revenue. ~~reference~~The ~~materials~~remaining ~~are comparable~~20.9% ~~or superior to those~~ of our ~~competitors.~~worldwide ~~Typically,~~revenue ~~our~~came ~~advanced~~from ~~trainers~~coaching ~~have~~and ~~been~~our ~~active~~other ~~investors~~training ~~in their chosen field~~services, ~~have~~products ~~been trained by us~~ and, ~~to a large degree, are previous customers of our~~ programs. ~~Advanced trainers are chosen based on their knowledge and experience with the coursework covered, and are further qualified by meeting standards of knowledge developed internally.~~

~~We have~~Basic ~~developed~~Training ~~a broad line of training resource materials for real estate and financial products which support our course offerings. Charges for our training courses are consistent with those of our competitors.~~ Courses

During ~~Employees~~2010, ~~and~~we ~~Independent~~offered ~~Contractors~~ basic training courses under the following marketing programs and brands:

OnRich ~~December 31,~~Dad™ ~~2009,~~Education weoffers ~~had~~courses ~~approximately~~teaching ~~347~~real ~~employees~~estate, offinancial ~~whom~~instruments ~~312,~~and orentrepreneurship ~~89.9%,~~as ~~were~~well ~~located~~as inphilosophies ~~the~~taught ~~United~~by ~~States~~Robert ~~and 35~~Kiyosaki, ~~or 10.1%,~~author ~~were~~of ~~located~~Rich inDad ~~Europe~~Poor ~~and~~Dad. ~~Canada,~~We ~~plus~~currently ~~approximately~~have ~~251~~two ~~independent~~Rich ~~contractors~~Dad™ ~~who~~Education ~~are trainers~~courses, ~~coaches~~which ~~and mentors. Our employees~~ are ~~not~~Rich ~~represented~~Dad™ byLearn ato ~~labor~~be ~~union~~Rich, ~~and~~which weis ~~believe~~focused ~~our relations~~on ~~with~~real ~~our~~estate ~~employees~~investing, ~~are~~and ~~satisfactory.~~Rich ~~Our~~Dad™ ~~independent~~Stock ~~contractors~~Success ~~are~~which ~~paid~~is ~~commissions~~focused ~~based~~on ~~upon~~investing ~~the~~in ~~tuition~~financial ~~dollar~~instruments. ~~value~~These of courses ~~purchased~~concentrate byon ~~customers~~principles atwhile ~~our~~allowing ~~free~~customers ~~preview~~to ~~workshops~~apply ~~and basic~~what ~~training~~they ~~sessions,~~have orlearned ~~are~~playing ~~paid~~the ~~fixed~~board ~~fees~~game, ~~for~~CASHFLOW® ~~teaching~~, ~~and~~which ~~mentoring~~was ~~advanced~~developed ~~courses~~by Mr. Kiyosaki. ~~Independent~~These ~~contractors~~courses are ~~required~~offered toin ~~execute~~the ~~agreements~~United ~~with~~States, usthe ~~which~~United ~~set~~Kingdom ~~forth their commission structures~~ and ~~contain customary confidentiality and non-competition provisions~~Canada. ~~The independent contractors also agree to comply with our Code of Business Conduct.~~

In ~~Available~~the ~~Information~~ United Kingdom, we also offer products under the following brands:

WeBuilding ~~regularly~~Wealth™ ~~file~~offers ~~reports~~a ~~with~~curriculum ~~the~~focused ~~Securities~~on ~~and~~real ~~Exchange~~estate ~~Commission~~and ~~("SEC").~~the ~~These~~fundamentals ~~reports~~of ~~include,~~negotiating ~~but~~real ~~are~~estate ~~not~~purchases ~~limited~~with tosellers, ~~Annual Reports~~rehabilitating ondistressed ~~Form 10-K,~~properties ~~Quarterly~~and ~~Reports~~leasing onrental ~~Form 10-Q,~~units ~~Current~~to ~~Reports~~tenants onto ~~Form 8-K,~~generate ~~proxy~~multiple ~~statements~~sources ~~and~~of ~~other~~cash ~~forms as required~~flow. ~~The~~Customers ~~public~~are ~~may read~~taught ~~and copy any materials that~~ the ~~Company~~mechanics ~~files~~of ~~with~~completing ~~the~~a ~~SEC~~real atestate ~~the~~transaction ~~SEC's~~in ~~Public~~their ~~Reference Room located at 100 F Street NE~~community, ~~Washington, DC 20459. The public may obtain information~~ from ~~the public~~making ~~reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains~~ an ~~internet~~offer ~~website~~to ~~that~~closing ~~contains~~ the ~~annual~~transaction, ~~quarterly, and current reports, proxy and information statements and other information that public companies (including us) file electronically~~ with ~~the~~an ~~SEC.~~emphasis ~~Our~~on ~~electronic~~creative ~~filings~~financing ~~are available to the public at the SEC's website, www~~strategies.~~sec.gov.~~

~~We make~~Making ~~our~~Money ~~Annual~~from ~~Report~~Property onwith ~~Form 10-K,~~Martin ~~Quarterly~~Roberts ~~Reports~~offers ona ~~Form 10-Q,~~real ~~current~~estate ~~reports~~curriculum focused on ~~Form 8~~property auctions. The seminar reflects the real estate expertise of Martin Roberts, a well-known U.K. presenter and ~~other~~property ~~reports~~journalist ~~filed~~who ~~or furnished~~develops ~~with~~properties in the ~~SEC~~United ~~available~~Kingdom, toEurope ~~the~~and ~~public~~Canada. ~~through~~Customers ~~our~~are ~~website~~taught about buying property at auctions, rental and capital growth strategies, negotiating transactions and buying properties overseas.

7Teach Me To Trade® offers a curriculum focused on financial instrument trading strategies using software and specific teaching techniques designed by us. Customers are taught to understand the stock market, foreign exchange, options, futures, investment strategies, risks and how to improve returns in both bull and bear markets.

~~Table~~Women in Wealth™ teaches women how to take control of ~~Contents~~their financial circumstances, gain enough money and independence to achieve their financial goals and gain information on the latest wealth-building strategies and techniques.

~~at www.tigrent.com.~~Business ~~Information~~Success onSystems ~~our~~offers ~~website~~a isbusiness ~~not~~basics curriculum ~~part~~focused ofthe ~~this~~many ~~filing~~small onbusiness ~~this~~ideas ~~Annual~~and ~~Report~~opportunities onthat ~~Form~~are available to individuals. Customers are taught how to establish, run, ~~10-K~~sell ~~and~~or isfranchise ~~not~~these ~~incorporated by~~potential ~~reference.~~

~~ITEM 1A. RISK FACTORS~~ 6

~~Before~~Table deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other cautionary statements and risks described elsewhere, and the other information contained, in this Annual Report and in our other filings with the SEC, including our subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on the Company, our business, financial condition, results of operations and/or liquidity could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment. Contents

business Weopportunities. ~~have~~The ~~experienced~~education ~~significant~~is ~~negative~~based ~~cash~~on ~~flows~~practicalities ~~from~~of ~~operations~~the inlegal ~~fiscal 2009~~ and ~~2008.~~accounting Ifrequirements ~~this~~of ~~trend~~setting ~~continues~~up ~~in the future, it could adversely affect our financial condition~~ and werunning ~~may~~a ~~not~~business ~~have~~ towards the ~~ability~~product, toplacement ~~generate~~and ~~adequate~~marketing ~~liquidity~~both tothrough ~~fund~~traditional ~~our~~and ~~working~~internet ~~capital needs through December 31, 2010~~avenues.

WeAdvanced ~~had~~Training a net use of cash flows from operations of $13.9 million and $13.2 million in the fiscal years ended December 31, 2009 and 2008, respectively. This significant negative cash flow has eroded our unrestricted cash balances and weakened our financial condition. If these trends continue, it could have a material adverse effect on our business, financial condition and results of operations. Courses

~~We cannot~~Customers ~~assure~~who ~~you~~attend ~~that any of~~ our ~~business~~basic ~~strategies~~training ~~will~~courses bemay ~~successful~~choose into ~~2010,~~continue ~~which includes a new licensing agreement~~ with ~~RDO,~~advanced ortraining ~~that~~courses ~~significant~~in ~~revenues~~real orestate ~~profitability will ever be achieved~~ or, iffinancial ~~they~~instruments ~~are~~investing ~~achieved, that they can be consistently sustained~~ or ~~increased~~entrepreneurship ~~on a quarterly or annual basis~~skills. ~~Our~~The ~~future~~advanced istraining ~~dependent~~courses onof ~~our~~study ~~ability~~under tothe ~~execute~~Tigrent ~~our~~Learning ~~operating~~brand ~~plan successfully or otherwise address matters or issues as they arise.~~ include:

Real ~~The~~Estate ~~terms~~Advanced ofCourses ~~our~~Financial ~~proposed~~Instruments ~~new~~Advanced ~~agreements~~Courses ~~with~~Entrepreneurial ~~the~~Advanced ~~Rich~~Courses ~~Dad~~— ~~Parties,~~Master ~~restrict~~Investor ~~our~~— ~~current~~Master ~~and~~Trader™ ~~future~~— ~~operating~~Master ~~and~~Entrepreneur ~~financial~~— ~~flexibility~~Asset ~~and~~Protection ~~contain~~& ~~covenants~~Tax ~~that~~Relief ~~may~~— ~~result~~ Cash Flow Options — Buying & Selling Businesses — Wholesale Buying — Strategic Trading — Network Marketing — Discount Notes & Mortgages — Spread Trader — e-Commerce — Properties in ~~default~~Probate — Technical Mastery — Business Expansion — Mobile Homes & RV Parks — Elite Options — Product Development — Foreclosures — FACT (Futures & Commodity Trading) — Business Financing — Rehabbing Properties — Asset Protection & Tax Relief — Retail — Short Sales & Mortgages — H. I.T.S.™ (Hedging & Institutional Tactics & Strategies) — Grant Writing — Focus Forex — Tax Liens — Lease Options — Commercial Real Estate — Property Management & Cash Flow — Domestic Land Development — International Land Development — Creative Real Estate Financing — Real Estate Negotiating Techniques — Apartment Conversion & Syndication (Canada) — Distressed Property & Repossessions (UK) — Asset Protection (UK) — Lease Options/Purchase Options (UK) — Houses of Multiple Occupancy (UK) — Auction Training (UK)

~~The~~Customers ~~new~~may ~~agreements,~~access ~~which~~training ~~are~~content ~~currently~~through ~~under~~multiple ~~discussion~~delivery ~~and have not been finalized~~channels, include terms and covenants that, if not met, could result in termination of the relationship with RDO. However, in return for these terms and covenants, the licensing fees to be paid to Rich Global for use of their brand have been decreased providing us with greater profit potential and improves our financial ability to fulfill our obligation to our students. Specifically, the terms of the new agreements require us toincluding:

~~If we~~· ~~are~~Live ~~not~~instruction ~~able~~in toclassroom ~~comply~~settings; ~~with~~· ~~the~~Onsite ~~covenants~~mentoring; ~~contained~~· inTelephonic ~~the~~coaching; ~~proposed~~· ~~new~~Electronic ~~licensing~~access ~~agreement~~to ~~for~~live ~~the~~online ~~Rich~~or ~~Dad~~pre-recorded ~~brand,~~on-demand weprograms; ~~may~~· beElectronic ~~deemed~~media; to· beConferences; inand ~~default~~· ~~of the agreement~~Teleconferences. ~~If RDO~~

8Through strategic partners, customers can purchase a license to use supporting software for real estate or financial instruments investing. With either software program, a subscription-based data service is available for purchase which allows customers to interactively determine investment options and make better informed decisions about potential investments.

~~Table of Contents~~7

~~terminates our~~Table ~~license agreement, it will have a material adverse impact on our business, financial condition and results~~ of ~~operations.~~ Contents

Geographic ~~If we do not finalize the definitive restructuring agreements with the Rich Dad Parties, our business and results of operations will be adversely affected.~~ Diversification

~~The~~For ~~parties~~the ~~are~~year ~~currently~~ended ~~negotiating~~December 31, ~~the~~2010, ~~definitive~~76.5% ~~documents~~of ~~with~~our ~~respect~~revenue towas ~~restructuring~~generated ~~the~~domestically ~~Rich~~and ~~Dad~~23.5% ~~licensing~~from ~~agreements, however,~~our ~~there~~foreign ~~can~~operations bein noCanada ~~assurances~~and ~~that~~ the ~~parties~~United ~~will finalize such definitive documents~~Kingdom. IfFor the ~~parties~~year doended ~~not~~December 31, ~~finalize the definitive documents~~2009, ~~Rich~~88.9% ~~Global~~of ~~might~~our ~~pursue~~revenue ~~its~~was ~~claims~~generated ofin ~~default against~~ the ~~Company~~U.S. ~~which, if successful, would have a material adverse effect on our business~~ and ~~results of operations~~11.1% internationally.

~~We have a high concentration of sales from our Rich Dad® Education Brand and the expiration or early termination of this relationship would have an adverse impact on our financial results.~~ Competition

~~Our~~We ~~Rich~~compete, ~~Dad®~~in ~~Education~~a ~~real~~broad ~~estate~~sense, ~~and~~with ~~financial~~a ~~market~~number ~~course offerings accounted for approximately 92.9%~~ of ~~our~~organizations, ~~total~~including ~~cash~~but ~~sales~~not ~~and~~limited ~~83.1%~~to: ofArmando ~~revenue~~Montelongo ~~in 2009~~Worldwide, Inc. ~~See Item~~, 7Investools Inc., ~~Management's~~Better ~~Discussion~~Trades, ~~and~~Online ~~Analysis~~Trading ofAcademy, ~~Financial~~Stores ~~Condition~~Online and ~~Results~~Nouveau ~~of Operations—Non-GAAP Financial Measures~~Riche. IfThese ~~sales~~organizations ~~from~~also ~~the~~offer ~~Rich~~training Dad® Education Brand were to decrease for any reason or if our relationship with the Rich Dad Parties was terminated due to default under our agreements with the Rich Dad Parties, it would have an adverse effect on ~~our~~specific business, ~~results~~subjects ofincluding ~~operations and~~real ~~financial~~estate ~~condition.~~and ~~Our~~stock ~~new~~market ~~agreements~~investing. ~~with the Rich Dad Parties~~However, aswe ~~contemplated~~do innot ~~the~~believe ~~Letter~~we ~~Agreement,~~compete ~~are~~directly ~~effective~~with ~~through~~organizations ~~December 31, 2014; however, there can be no assurances~~ that ~~our~~ ~~relationship~~offer ~~will~~undergraduate ~~not~~and ~~terminate~~advanced ~~prior~~degrees toor ~~that~~continuing ~~date~~training ~~if a default were to occur~~programs.

Generally, ~~Our~~competitive ~~uses~~factors within the proprietary training market include the range and depth of ~~cash~~course ~~are~~offerings, ~~restricted~~the ~~under~~quality of trainers, the ~~proposed~~quality ~~new~~of ~~licensing~~reference ~~agreement~~materials provided in connection with ~~RDO~~course studies and the cost of the training process. We believe that the range and depth of our course offerings, the quality of our trainers and reference materials are comparable or superior to those of our competitors. Typically, our trainers for our advanced courses have been active investors in their chosen field, have been trained by us and, to a large degree, are previous customers of our programs. Trainers for our advanced courses are chosen based on their knowledge and experience with the coursework covered, and are further qualified by meeting knowledge standards developed internally.

~~The~~We ~~proposed~~have ~~new~~developed ~~license agreement with RDO, as contemplated in the Letter Agreement, requires us to establish and maintain~~ a ~~reserve account~~broad inline ~~an amount equal to 30%~~ of ~~the~~training ~~Company's~~resource ~~deferred~~materials ~~revenues~~for ~~during~~real ~~the~~estate ~~term~~and offinancial ~~the~~products ~~license agreement. The purpose of the reserve account is to ensure~~ that ~~the~~support ~~Company~~our ~~can~~course ~~fulfill its contractual commitments to the customers who purchased the Rich Dad courses~~offerings. We ~~will~~believe ~~not~~that becharges ~~able to utilize the cash accumulated in the reserve account~~ for ~~general~~our ~~operating~~training ~~purposes.~~courses ~~This~~are ~~restriction on~~broadly ~~the~~consistent ~~use of cash associated~~ with ~~the~~those ~~Rich~~of ~~Dad® Education products impacts~~ our ~~liquidity and creates additional administrative obligations for the Company~~competitors.

Employees ~~If cooperation is not enhanced with RDO's licensed third party provider of coaching services, it could have a material adverse impact on our business~~ and ~~financial~~Independent ~~results.~~ Contractors

~~The~~On ~~restructuring~~December 31, ~~agreement~~2010, ~~contemplates~~we anhad ~~enhanced~~approximately ~~level~~167 employees of ~~cooperation~~whom ~~with~~137, ~~RDO's~~or ~~licensed~~82.0%, ~~third~~were ~~party~~located ~~provider~~in ofthe ~~coaching services.~~United ~~The~~States ~~failure~~and to30, ~~realize~~or 18.0%, were located in the ~~benefits~~United ofKingdom ~~such~~or ~~cooperation~~Canada. In addition, ~~including~~we ~~cost~~have ~~savings~~approximately 100 independent contractors who are trainers, ~~could~~coaches ~~have~~and anmentors. ~~adverse~~Our ~~affect~~employees onare not represented by a labor union, and we believe our ~~financial~~relations ~~condition~~with our employees are satisfactory. Our independent contractors are either paid commissions based upon the dollar value of the courses purchased by customers at our free preview workshops and basic training courses, or ~~results~~are paid fixed fees for teaching and mentoring advanced courses. Independent contractors are required to execute agreements with us that set forth their commission structures and contain customary confidentiality and non-competition provisions. The independent contractors also agree to comply with our Code of ~~operations~~Conduct. The Code of Conduct is available on our corporate website, at http://www.tigrent.com on the “Investor Relations” page under “Corporate Governance.”

Available If we are unable to successfully conclude the litigation, governmental investigations and inquiries pending against us, our business, financial condition, results of operations and growth prospects could be adversely affected. Information

~~Certain~~We ~~government~~regularly ~~agencies~~filed ~~have~~reports ~~instituted~~with ~~inquiries~~the ~~regarding~~Securities ~~us,~~and ~~including~~Exchange ~~the~~Commission ~~Department~~(“SEC”). ofThese ~~Justice~~reports ~~("DOJ")~~included ~~and~~Annual ~~the~~Reports ~~SEC.~~on WeForm 10-K, ~~are also~~Quarterly ~~subject~~Reports toon ~~various~~Form 10-Q, ~~other~~Current ~~lawsuits~~Reports on Form 8-K, ~~investigations~~proxy statements and ~~claims~~other ~~covering~~forms aas ~~range~~required. ofThe ~~matters.~~public ~~See~~may ~~Note 15—Commitments~~read and ~~Contingencies~~ incopy any materials that the ~~Notes~~Company tofiles ~~Consolidated~~with ~~Financial~~the ~~Statements~~SEC ~~for~~at the ~~year~~SEC’s ~~ended~~Public ~~December~~Reference Room 31located at 100 F Street NE, ~~2009~~Washington, ~~contained~~DC in20459. ~~Part II~~The public may obtain information from the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet website that contains the annual, ~~Item 8~~quarterly, ofand ~~this~~current ~~Annual~~reports, ~~Report~~proxy ~~for a~~and ~~detailed~~information ~~discussion~~statements ofand ~~these~~other ~~matters~~information that public companies (including us) file electronically with the SEC. Our electronic filings are available to the public at the SEC’s website, www.sec.gov.

We ~~cannot~~ ~~predict~~make ~~the~~our ~~ultimate~~Annual ~~outcome~~Reports ofon ~~these matters~~Form 10-K, ~~and~~Quarterly weReports ~~expect~~on toForm 10-Q, ~~incur~~Current ~~significant~~Reports ~~legal~~on ~~costs~~Form 8-K and other ~~expenses~~reports infiled ~~connection~~or furnished with ~~them.~~the ~~Such~~SEC ~~costs~~available ~~and~~to ~~expenses~~the ~~could~~public ~~have~~through ~~a material~~our ~~adverse~~website ~~effect~~at www.tigrent.com. Information on our ~~business,~~website ~~financial~~is ~~condition,~~not ~~results~~part of ~~operations~~this ~~and~~Annual ~~the~~Report ~~market~~on ~~price~~Form 10-K ofand ~~our~~is not incorporated by reference.

9On March 18, 2011, in connection with our continuing efforts to reduce operating costs, we filed a Form 15 with the SEC to terminate the registration of our common stock under Section 12(g) of the Exchange Act and suspend our reporting obligations under Section 15(d) of the Exchange Act.

~~Table of Contents~~8

~~common stock.~~Table ~~We may be required to pay substantial damages or settlement costs in excess~~ of ~~our insurance coverage related to these matters, which could have further material adverse effects on our financial condition or results of operations.~~ Contents

~~While we~~ITEM continue to cooperate with the various government investigations, we cannot predict the duration or outcome of the investigations, and the investigations may expand, and other regulatory agencies may become involved1A. ~~The~~RISK outcome and costs associated with these investigations could have a material adverse effect on our business, financial condition, or results of operations, and the investigations could result in adverse publicity and divert the efforts and attention of our management team from our ordinary business operations. The government investigations and any related legal and administrative proceedings could also include the institution of administrative, civil injunctive or criminal proceedings against us and/or our current or former officers or employees, the imposition of fines and penalties, suspensions and/or other remedies and sanctions. Such proceedings, fines, penalties and/or other remedies and sanctions could have a material adverse effect on our business, financial condition, or results of operations. FACTORS

Before Wedeciding ~~may~~to ~~require~~purchase, ~~additional~~hold ~~capital~~or sell our common stock, ~~which~~you ~~may~~should carefully consider the risks described below in addition to the other cautionary statements, risks and information described elsewhere in this Annual Report on Form 10-K, as well as in our other filings with the SEC. The risks and uncertainties described below are not bethe ~~available~~only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs, it could have a material adverse effect on ~~favorable~~the ~~terms~~Company, our business, financial condition, results of operations and/or atour liquidity could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment.

~~Any~~We ~~additional~~have ~~equity~~experienced orsignificant ~~debt~~negative ~~financing,~~cash ifflows ~~available~~from atoperations ~~all,~~in ~~may~~fiscal be2010 ~~available~~and ~~only on terms that are not favorable to us~~2009. If wethis ~~are able~~trend tocontinues ~~raise capital through equity financings, your interest~~ in ~~us would be diluted, and~~ the ~~securities we issue may have rights~~future, ~~preferences~~it ~~and~~could ~~privileges~~impair ~~that~~our ~~are~~ability ~~senior~~ to fund our ~~common~~working ~~shares. If we raise~~ capital ~~through~~needs ~~the issuance of debt, the incurrence~~ and ~~repayment~~adversely ofaffect ~~any debt could have a material adverse effect on~~ our ~~business,~~ financial condition ~~and results of operations~~. ~~If we cannot obtain adequate capital or sources of credit on favorable terms, or at all, our business, operating results, and financial condition could be adversely affected.~~

Management ~~Our~~currently ~~results~~projects ofthat our available cash balances will be sufficient to maintain our operations during 2011. However, when considering all of the applicable operational and external risks and uncertainties, including, but not limited to cash contributions from new and ongoing business initiatives, our ability to effectively execute our strategies, negative outcomes from ongoing SEC investigations, and current and potential future litigation matters, we believe that we may not be ~~materially~~adequately ~~affected~~capitalized. byWe ~~economic~~may ~~conditions~~seek to obtain additional capital through the issuance of equity or debt, which may dilute the equity holdings of our current investors. In ~~Additionally~~addition, we may seek to borrow additional capital from institutional and commercial banks or other ~~changes~~sources ~~experienced~~to fund future operations on terms that may include restrictive covenants, liens on assets, high effective interest rates, and repayment provisions that reduce cash resources and limit future access to capital markets. We do not currently have any commitments for future external funding. Our ability to raise additional capital may be adversely impacted by ~~our~~the ~~customers~~current ~~including~~economic environment. Since the ~~willingness~~fall toof ~~trade~~2008, ~~or invest~~there has been significant deterioration in ~~securities~~the orcredit and real estate markets that has not fully recovered as of the date of this report. Continuing recessionary conditions in the economy threaten to cause further tightening of the credit and equity markets and more stringent lending and investing standards. The persistence of these conditions could ~~influence~~have ~~discretionary~~a ~~spending~~material ~~contributing~~adverse effect on our access to ~~uncertainty~~debt or equity capital. In addition, further deterioration in the economy could adversely affect our ~~future~~corporate results, which could adversely affect our financial condition and operations. In addition, our ability to raise additional capital may be adversely impacted by our financial results and liquidity position. See the risk factors below entitled “Quotation of our common stock on the Pink Sheets® may adversely affect the liquidity, trading market and price of our common stock and our ability to raise capital.” and “We have filed to deregister our common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock and result in less disclosure about the Company.” As a result of these and other factors, we do not know whether additional capital will be available when needed, or that, if available, we will be able to obtain additional capital on terms favorable to us or our stockholders. If we cannot generate the required revenues to sustain operations or obtain additional capital on acceptable terms, we will need to make further revisions to our business plan, sell or liquidate assets, file for bankruptcy or cease operations, which could cause our investors to suffer the loss of a significant portion or all of their investment in us.

~~Uncertain~~Our ~~economic~~failure ~~conditions~~to ~~may~~remain ~~affect~~in ~~our~~compliance ~~customers'~~with ~~discretionary~~the ~~income~~2010 ~~and~~Rich ~~ability~~Dad toLicense ~~purchase~~Agreement ~~our~~could ~~training~~result ~~courses~~in ~~and~~the ~~products. Such~~termination ~~economic~~of ~~conditions~~our ~~and~~license ~~consumer~~to ~~spending~~the ~~are~~Rich ~~influenced~~Dad bybrand, awhich ~~wide~~would ~~range~~materially ofadversely ~~factors~~impact ~~that~~our ~~are~~business ~~beyond~~operating ~~our~~results ~~control~~ and ~~that~~financial wecondition, ~~have~~given nothe ~~comparative~~high ~~advantage~~concentration inof ~~forecasting.~~sales ~~These~~from ~~conditions~~course ~~include but~~offerings ~~are~~under ~~not~~the ~~limited~~Rich ~~to:~~Dad® Education Brand

~~A prolonged~~Our ~~economic~~Rich ~~downturn,~~Dad™ ~~particularly~~Education real estate and financial market course offerings accounted for approximately 94.1% of our total cash sales and 91.9% of total revenue in 2010. If sales from the ~~United~~Rich ~~States~~Dad™ Education Brand were to decrease for any reason or if our relationship with the Rich Dad Parties was terminated due to default under our agreements with the Rich Dad Parties, ~~could~~it ~~increase~~would ~~these~~have ~~effects~~a material adverse effect on our business, results of operations and financial condition. Our new agreements with the Rich Dad Parties are effective through December 31, 2014; however, there can be no assurances that our relationship will not terminate prior to that date if a default were to be declared. Under the 2010 Rich Dad License Agreement, we are required to pay (i) to RDO, a current royalty of 3% of Gross Revenues and (ii) into an escrow account, a deferred royalty of 5% of Gross Revenues. Failure to make any payments required under the 2010 Rich Dad License Agreement would give rise to an option in favor of RDO of declaring a default. If RDO chose to declare us in default, and we failed to cure that default within 30 days of receipt of notice from RDO, RDO may, at its sole and absolute discretion, declare a material breach of the 2010 Rich Dad License Agreement and immediately terminate the agreement. As of December 31, 2010, we owed approximately $3.6 million of current and deferred royalty payments, as defined in the 2010 Rich Dad License Agreement, of which approximately $2.8 million pertained to June 2010 through December 2010 activity. We suspended the 2010 royalty payments in conjunction with our mid-year business restructuring in an effort to conserve our available cash balances. On March 25, 2011, we entered into a credit agreement with the Rich Dad Parties that converted these royalties due into a promissory note with stated terms. See Note 14—Subsequent Event in the Notes to Consolidated Financial Statements for the year ended December 31, 2010 contained in Part II, Item 8 of this Annual Report for further information. This credit agreement effectively put us back in compliance with the terms set forth in the 2010 Rich Dad

~~We face significant competition in our markets.~~ 9

~~Our~~Table ~~success~~of will depend upon our ability to attract customers by providing high-quality courses and training materials and to attract and retain quality trainers to provide those courses. The market for training courses for specific business issues, such as real estate or stock market investing, is intensely competitive. If we are unable to successfully compete, our business, operating results and financial Contents

10License Agreement; however, there can be no assurance that we will not breach the terms of the 2010 Rich Dad License Agreement in the future.

~~Table~~Quotation of ~~Contents~~our common stock on the Pink Sheets® may adversely affect the liquidity, trading market and price of our common stock and our ability to raise capital.

~~condition will~~Because beour ~~materially~~common ~~harmed.~~stock ~~Some~~is ofineligible ~~our~~for ~~current~~quotation ~~and~~on ~~potential~~The ~~competitors~~OTC ~~have~~Bulletin ~~longer~~Board ~~operating~~(the ~~histories,~~“OTCBB”) ~~larger~~due ~~customer~~to ~~bases~~quoting inactivity under SEC Rule 15c2-11, ~~greater~~our ~~brand~~common ~~recognition~~stock ~~and~~is ~~significantly~~now ~~greater financial~~quoted by OTC Markets Group, ~~marketing~~an ~~and~~automated ~~other~~quotation ~~resources~~system ~~than~~under wewhich ~~do.~~broker-dealers ~~Certain~~publish ~~competitors~~quotes ~~may~~for betrading ~~able~~in toover-the-counter ~~secure~~securities ~~alliances~~(also ~~with~~known ~~customers~~as ~~and~~the ~~affiliates~~Pink onSheets®). Even if our common stock was more ~~favorable~~actively ~~terms~~traded on the OTCBB, ~~devote~~our ~~greater~~stock ~~resources~~would tobe ~~marketing and~~ineligible ~~promotional~~for ~~campaigns~~quotation ~~and~~as ~~devote~~a ~~substantially~~result ~~more~~of ~~resources~~the toderegistration ~~course~~of ~~development~~our ~~than~~common westock ~~can.~~under Inthe ~~addition,~~Exchange itAct. The isquotation ~~possible~~of ~~that~~our ~~certain~~common ~~competitors,~~stock oron ~~potential~~the ~~competitors,~~Pink ~~could~~Sheets® may reduce ~~their pricing~~the toprice ~~levels~~and ~~that~~liquidity ~~would~~of ~~make~~our itcommon ~~difficult~~stock. In ~~for~~addition, usthe toquotation ~~compete.~~of ~~Increased~~our ~~competition~~common stock on the Pink Sheets® may ~~result~~materially inadversely ~~reduced~~affect ~~operating~~our ~~margins,~~ability asto ~~well~~raise ascapital ~~loss~~on ofterms ~~market~~acceptable ~~share~~to ~~and~~us ~~brand~~or ~~recognition.~~at all.

~~In addition,~~We inhave ~~order~~filed to ~~compete~~deregister ~~effectively in~~ our ~~markets,~~common westock ~~may~~under ~~need~~the toExchange ~~change~~Act, ~~our~~which ~~business~~could innegatively ~~significant~~affect ~~ways.~~the ~~For~~liquidity ~~example,~~and wetrading ~~may~~prices ~~change~~of our ~~pricing,~~common ~~product,~~stock orand ~~service offerings,~~result ~~make~~in ~~key~~less ~~decisions~~disclosure about ~~technology~~the ~~changes or marketing strategies, or acquire additional businesses or technologies~~Company. ~~Any of these actions could hurt our business, results of operations, and financial condition.~~

Given ~~Laws~~the increasing cost and ~~regulations~~resource ~~can~~demands of being a public company, the Company has decided to deregister its common stock under the Exchange Act and “go dark.” By going dark, our obligations to file reports with the SEC (including periodic reports, proxy statements, and tender offer statements) will cease and we expect that there will be a substantial decrease in the liquidity in our common stock even though stockholders may still continue to trade our common stock on the Pink Sheets®. Further, the market’s interpretation of our motivation for “going dark” could vary from cost savings, to negative changes in our prospects, to serving insider interests, all of which may affect the ~~operations~~overall price and liquidity of our ~~business~~common stock and our ability to raise capital on terms acceptable to us or at all. In addition, companies with common stock quoted on the Pink Sheets® are not required to meet the reporting requirements set forth under the Exchange Act. Although we plan to continue to provide at least limited financial information to allow for public trading of Company securities on the Pink Sheets®, there can no assurances that we will do so or that market makers will continue to make a market in our common stock. As a result, investors may ~~limit~~find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and the ability of our stockholders to ~~operate~~sell our securities in ~~certain~~the ~~jurisdictions~~secondary market may be materially limited.

~~Federal,~~Our ~~state~~uses and international laws and regulations impact our operations and may limit our ability to obtain authorization to operate in some states or countries. Many federal, state and international governmental agencies assert authority to regulate providers of ~~investment~~ ~~training~~cash ~~programs. Failure to comply with these regulations could result in legal action instituted by the jurisdictions, including cease and desist and injunction actions. In the event we~~ are ~~subject~~restricted tounder ~~such legal action, our reputation could be harmed and~~ the ~~demand~~license ~~for~~agreement ~~our~~with ~~course offerings could be significantly reduced~~RDO. ~~See Note 15—Commitments and Contingencies in the Notes to Consolidated Financial Statements, for a detailed discussion of these regulatory proceedings.~~

The We2010 ~~could~~Rich ~~have~~Dad ~~liability~~License orAgreement requires us to establish and maintain a reserve account in an amount equal to 30% of our ~~reputation~~deferred ~~could~~revenue beduring ~~damaged~~the ifterm of the 2010 Rich Dad License Agreement. The purpose of the reserve account is to ensure that we docan fulfill our contractual commitments to the customers who purchase the Rich Dad courses. We will not ~~protect~~be ~~customer~~able ~~data~~to orutilize ifthe cash accumulated in the reserve account for general operating purposes. This restriction on the use of cash associated with the Rich Dad™ Education products impacts our ~~information~~liquidity ~~systems~~and ~~are~~creates ~~breached~~additional administrative obligations for us.

WeIf ~~are~~we dependent on information technology networks and systems to process, transmit and store electronic information and to communicate among our locations around the world and with our customers. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We are ~~also~~unable ~~required at times~~ to ~~manage,~~maintain ~~utilize and store sensitive or confidential customer or employee data. As~~ a ~~result,~~satisfactory werelationship ~~are~~with ~~subject~~RDO’s tolicensed ~~numerous~~third ~~U.S.~~party ~~and foreign~~provider ~~jurisdiction laws and regulations designed to protect this information, such as the various U.S. federal and state laws governing the protection~~ of ~~individually~~coaching ~~identifiable information. If any person~~services, ~~including~~it ~~any of our associates, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we~~ could behave ~~subject~~a tomaterial ~~monetary~~adverse ~~damages,~~impact ~~fines~~on and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential customer or employee data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our ~~reputation~~business and ~~cause~~financial ~~us to lose customers~~results.

The ~~Our~~Settlement ~~ability~~Agreement with the Rich Dad Parties outlines an enhanced level of cooperation with RDO’s licensed third party provider of coaching services, which was realized during 2010. The failure to ~~offer~~realize ~~courses~~the ~~may~~benefits beof ~~affected~~the byenhanced ~~natural~~cooperation ~~disaster~~levels in the future, ~~strikes~~including cost savings, could have an adverse affect on our financial condition or ~~other~~results ~~unpredictable~~of ~~events~~operations.

~~Natural~~If ~~disasters,~~we ~~external~~are ~~labor~~unable ~~disruptions and other adverse events may affect our ability~~ to ~~conduct~~successfully ~~our~~conclude ~~business, resulting in loss of revenue. Severe blizzards or floods may reduce~~ the ~~ability~~litigation, ofgovernmental ~~our~~investigations ~~course participants to travel to our courses. These natural disasters may also disrupt the printing~~ and ~~transportation~~inquiries ofpending ~~the materials~~against ~~used~~us, in our ~~direct~~business, ~~mail~~financial ~~campaigns. Furthermore~~condition, ~~postal~~results ~~strikes~~of ~~could~~operations ~~occur in the countries where we operate which could delay~~ and ~~reduce~~growth ~~delivery~~prospects ~~of our direct mail marketing materials. Transportation strikes~~ could ~~also~~be ~~occur in the countries where we operate,~~ adversely ~~affecting course offerings~~affected.

11Certain government agencies have instituted inquiries regarding us, including the SEC. We are also subject to various other lawsuits, investigations and claims covering a range of matters. See Note 13—Commitments and Contingencies in the Notes to Consolidated Financial Statements for the year ended December 31, 2010 contained in Part II, Item 8 of this Annual Report for a detailed discussion of these matters.

~~Table~~We cannot predict the ultimate outcome of ~~Contents~~these matters, and we expect to incur significant legal costs and other expenses in connection with them. Such costs and expenses could have a material adverse effect on our business, financial condition, results of operations and the market price of our common stock. We may be required to pay substantial damages or

~~Our operations outside the United States subject us to additional risks inherent in international operations.~~ 10

WeTable ~~currently~~of ~~operate in the United Kingdom and Canada. As a result, we face risks that are inherent in international operations, including:~~ Contents

settlement ~~Our~~costs ~~Board~~in excess of ~~Directors,~~our ~~without~~insurance ~~stockholder~~coverage ~~approval,~~related ~~may~~to ~~issue~~these ~~preferred~~matters, ~~stock~~ which could ~~reduce~~have ~~the~~further ~~voting~~material ~~power~~adverse oreffects ~~rights~~on of our ~~other~~financial ~~stockholders~~condition ~~and~~or ~~make~~results ~~it more difficult for a third party to acquire a majority~~ of ~~our outstanding voting stock~~operations.

~~Our~~While ~~Board~~we ofcontinue ~~Directors~~to cooperate with the various government investigations, ~~without~~we ~~stockholder~~cannot ~~approval~~predict the duration or outcome of the investigations, and the investigations may ~~issue~~expand, upand toother ~~10.0 million~~regulatory ~~shares~~agencies ofmay ~~preferred~~become ~~stock~~involved. The ~~Board~~outcome ~~of Directors~~and ~~can~~costs ~~fix~~associated ~~the~~with ~~rights,~~these ~~preferences~~investigations ~~and~~could ~~privileges~~have ofa ~~the~~material ~~shares~~adverse ofeffect ~~each~~on ~~series~~our ~~and~~business, ~~any~~financial ~~qualifications~~condition, ~~limitations~~ or ~~restrictions,~~results ~~which~~of ~~could~~operations, ~~dilute~~and the ~~voting~~investigations ~~strength~~could ofresult ~~the~~in ~~holders~~adverse ~~of common~~publicity ~~stock~~ and ~~reduce~~divert the ~~likelihood~~efforts ~~that~~and ~~such~~attention ~~holders~~of ~~will~~our ~~receive~~management ~~dividend~~team ~~payments~~from ~~and~~our ~~payments~~ordinary ~~upon~~business ~~liquidation~~operations. ~~Issuance~~The ofgovernment ~~preferred~~investigations ~~stock~~and any related legal and administrative proceedings could also ~~have~~ include the ~~effect~~institution of ~~making~~administrative, itcivil ~~more~~injunctive ~~difficult~~or ~~for~~criminal aproceedings ~~third~~against ~~party~~us toand/or ~~acquire~~our current or former directors, officers, employees or independent contractors, the imposition of ~~discouraging~~fines aand ~~third~~penalties, ~~party~~suspensions ~~from~~and/or ~~attempting~~other toremedies ~~acquire~~and sanctions. Such proceedings, fines, penalties and/or other remedies and sanctions could have a ~~majority~~material ofadverse effect on our ~~outstanding~~business, ~~voting~~financial ~~stock.~~condition, or results of operations.

We ~~Our~~may ~~introduction~~require ofadditional ~~new senior executives~~capital, orwhich ~~the~~may ~~loss~~not ofbe ~~any~~available ofon ~~our~~favorable ~~key executive personnel~~terms, or ~~high~~at ~~performing trainers, could disrupt our operations and reduce our profitability~~all.

~~Our~~Any ~~future~~additional ~~success~~equity ~~depends~~or todebt afinancing, ~~significant~~if ~~extent~~available at all, may be available only on ~~the~~terms ~~successful~~that ~~integration~~are ofnot ~~our~~favorable ~~new~~to ~~senior~~us. ~~executive~~If ~~management,~~we ~~including~~are ~~our interim~~able ~~CEO~~to raise capital through equity financings, your interest in us would be diluted, and the ~~continuing~~securities ~~development~~we ofissue may have rights, preferences and privileges that are senior to our ~~operations~~common shares. ~~The~~If ~~loss~~we ofraise ~~the~~capital ~~services~~through ofthe ~~certain~~issuance of ~~these individuals~~debt, ~~including~~the ~~our~~incurrence ~~high~~and ~~performing~~repayment ~~trainers,~~of ~~may~~such debt could have a material adverse effect on our business, operating results, financial condition and results of operations. WeIf ~~currently~~we docannot ~~not~~obtain ~~maintain~~adequate ~~key~~capital ~~man~~or ~~insurance~~sources of credit on ~~any~~favorable ~~member~~terms, or at all, our business, operating results, and financial condition could be adversely affected. See the risk factors above entitled “Quotation of our ~~senior~~common ~~executive~~stock ~~management~~on ~~team~~the Pink Sheets® may adversely affect the liquidity, trading market and price of our common stock and our ability to raise capital.” and “We have filed to deregister our common stock under the Exchange Act, which could negatively affect the liquidity and trading prices of our common stock and result in less disclosure about the Company.” for additional factors that may affect our ability to raise additional capital.

Our ~~future~~ ~~success~~common ~~also~~stock ~~depends~~will onno ~~our~~longer ~~ability~~be toeligible ~~retain and attract high performing trainers. The loss and/or inability~~ to ~~recruit~~be ~~suitable~~publicly ~~replacements~~sold ~~may~~under ~~affect our performance and reduce our profitability~~Rule 144.

As ~~Any~~a ~~decrease~~former inshell company, our shares of common stock cannot be publicly resold under Rule 144 under the ~~popularity~~Securities Act of 1933, as amended (the ~~Rich~~“Securities ~~Dad®~~Act”), ~~Education~~unless ~~Brand~~we ~~would~~comply with the requirements of Rule 144(i). Two of the requirements of Rule 144(i) are that we be subject to the reporting requirements of the Exchange Act and that we have filed all reports and other materials required to be filed during the preceding 12 months. Because we have deregistered our common stock under the Exchange Act, we are no longer subject to the reporting requirements of the Exchange Act and therefore no longer meet the requirements set forth in Rule 144(i). As a result, any resales of shares of our common stock must be made pursuant to either a registration statement under the Securities Act or another exemption from those registration requirements. The exemption from registration provided in Section 4(1) of the Securities Act for resales by persons other than “an ~~adverse~~issuer, ~~impact~~underwriter onor a dealer” may be available to some of our ~~financial~~shareholders. However, ~~condition~~under NASD regulations, because we were a shell company, that exemption may not be available for the resale of our securities by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.”

IfUncertain ~~the~~economic ~~Rich~~conditions ~~Dad®~~and ~~Education~~other ~~Brand~~changes ~~were~~experienced toby ~~experience a decrease in popularity, it would have a significant impact on~~ our ~~business~~customers, ~~results~~including ~~of operations and financial condition. In~~ the ~~current~~willingness ~~economic~~to ~~environment,~~trade ~~many~~or ~~individuals~~invest ~~are not interested~~ in ~~purchasing real~~securities ~~estate investment courses~~ or ~~products. The decreased interest in~~ real estate, ~~investing~~ could ~~impact~~influence ~~the~~their ~~Rich~~willingness ~~Dad®~~to ~~Education~~spend ~~Brand. Additionally,~~their ifdiscretionary ~~Mr. and~~income ~~Mrs. Kiyosaki,~~on ~~the~~our ~~founders~~course ~~of the Rich Dad® Education Brand~~offerings, docontributing ~~not~~— ~~spend~~along aswith ~~much~~our ~~time~~ongoing inrestructuring ~~the~~activities ~~public eye,~~— itto ~~could~~uncertainty ~~impact the popularity of the Rich Dad® Education Brand~~ and ~~consequently~~forecasting ~~impact~~risk regarding our ~~sales~~future results of ~~Rich Dad® Education products~~operations.

Uncertain Ifeconomic ~~there~~conditions ismay aaffect ~~material~~our ~~change~~customers’ indiscretionary ~~relationships~~income, ~~with~~access to credit and ability and willingness to purchase our ~~customers~~training orcourses inand ~~the~~products. ~~demand~~Economic conditions and consumer spending are influenced by ~~potential~~a ~~customers~~wide ~~for~~range of factors that are beyond our ~~services,~~control itin ~~could~~which we have a significant ~~impact~~forecasting ~~on our business~~risk. These conditions include but are not limited to:

~~Our~~· Demand ~~success~~for istraining ~~dependent on our ability to successfully attract customers to programs that they feel will enhance their skill sets~~ and ~~develop~~ ~~their earning power. Their level of satisfaction with~~ our ~~course~~related products;

12· Conditions in the securities and investment markets;

~~Table~~· Conditions ofin ~~Contents~~the real estate market;

~~offerings affects~~· Availability ~~our~~of ~~reputation~~mortgage asfinancing ~~they~~and ~~tell~~other ~~others~~forms ~~about~~of ~~their~~credit ~~experience.~~and ~~Our~~consumer ~~business could suffer if we fail to deliver quality programs at acceptable price points.~~ credit;

· General ~~The~~economic ~~current market price of our common stock significantly exceeds our book value per share~~ and ~~increases~~business ~~the risk that our market price per share may decline in the future.~~ conditions;

~~The~~· Adverse ~~market~~changes price of our common stock was $0.52 per share at the close of business on March 17, 2010, and exceeded our December 31, 2009 book value, which was a stockholders' deficit of $44.9 million, or $3.82 book value per share deficit. The lower book value per share compared to our market price per share increases the risk that our market price per share may decline in ~~the~~consumer ~~future.~~confidence levels;

· General Wepolitical ~~have~~developments; ~~material weaknesses in our internal control over financial reporting which could adversely affect our ability to report our financial condition~~ and ~~results of operations accurately and on a timely basis.~~

In· Adverse ~~connection~~weather ~~with~~or ~~our~~natural ~~assessment~~or ~~of internal control over financial reporting under Section 404 of the Sarbanes~~man-~~Oxley~~made ~~Act of 2002, we identified material weaknesses in our internal control~~disasters. ~~For a discussion of our internal control over financial reporting and a description of the identified material weaknesses, see Item 9(A)T. Controls and Procedures.~~

Material weaknesses in our internal control over financial reporting could adversely impact our ability to provide timely and accurate financial information. We are developing remediation plans to strengthen our internal controls in response to the previously identified material weaknesses. If we are unsuccessful in developing, implementing or following our remediation plans, or fail to update our internal controls as our business evolves, we may not be able to timely or accurately report our financial condition, results of operations or cash flows or maintain effective disclosure controls and procedures. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, we could be subject to, among other things, regulatory or enforcement actions by the SEC, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the valuation of our common stock. 11

~~Furthermore, there~~Table ~~are inherent limitations to the effectiveness~~ of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. We could face additional litigation exposure and a greater likelihood of an SEC enforcement regulatory action if further restatements were to occur or other accounting-related problems emerge. In addition, any future restatements or other accounting-related problems may adversely affect our financial condition, results of operations and cash flows. Contents

A ~~ITEM~~prolonged 1Beconomic downturn or uncertainty over future economic conditions, particularly in the United States, could increase these effects on our business. ~~UNRESOLVED~~ ~~STAFF~~In ~~COMMENTS~~ addition, our ongoing business restructuring efforts and related operational changes adds to the difficulty and risk of forecasting the timing, magnitude and direction of operational and financial outcomes with respect to our business.

~~None.~~We face significant competition in our markets.

13Our success depends upon our ability to attract customers by providing high-quality courses and training materials, as well as to attract and retain quality trainers to provide those courses. The market for training courses for specific business issues, such as real estate or stock market investing, is intensely competitive. If we are unable to successfully compete, our business, operating results and financial condition will be materially harmed. Certain competitors may be able to secure alliances with customers and affiliates on more favorable terms, devote greater resources to marketing and promotional campaigns and devote substantially more resources to course development than we can. In addition, it is possible that certain competitors, or potential competitors, could reduce their pricing to levels that would make it difficult for us to compete. Increased competition may result in reduced operating margins, as well as loss of market share and brand recognition.

~~Table~~In addition, in order to compete effectively in our markets, we may need to change our business in significant ways. For example, we may change our pricing, product, or service offerings, make key decisions about technology changes or marketing strategies, or acquire additional businesses or technologies. Any of ~~Contents~~these actions could hurt our business, results of operations, and financial condition.

Laws ~~ITEM~~and 2regulations can affect the operation of our business and may limit our ability to operate in certain jurisdictions. ~~PROPERTIES~~

~~The~~Federal, ~~following~~state ~~table~~and ~~sets~~international ~~forth~~laws and regulations impact our ~~office~~operations ~~locations~~and asmay limit our ability to obtain authorization to operate in some states or countries. Many federal, state and international governmental agencies assert authority to regulate providers of ~~April~~investment training programs. Failure to comply with these regulations could result in legal action instituted by the jurisdictions, including cease and desist and injunctive actions. In the event we are subject to such legal action, our reputation could be harmed and the demand for our course offerings could be significantly reduced. See Note 1413—Commitments and Contingencies in the Notes to Consolidated Financial Statements contained in Part II, Item ~~2010:~~8 of this Annual Report, for a detailed discussion of regulatory proceedings in which we are currently involved. Future regulatory changes with respect to the various topics of our courses or the investment techniques we teach, could also impact the content of our course offerings, which in turn, could negatively impact future sales.

Purpose	Location	Own/lease		Lease expiration
Executive offices	Cape Coral, FL	Own	40,734	—
EduTrades and telemarketing headquarters	Murray, UT	Lease	25,428	August 2010
European headquarters	London, England	Lease	2,727	April 2012
Canadian headquarters	Ontario, Canada	Lease	5,100	February 2014
Training center	Salt Lake City, UT	Lease	6,783	September 2010
Training center	Surrey, England	Lease	1,990	December 2010
Shipping facility	Cape Coral, Florida	Lease	3,000	December 2010
			85,762

We could have liability or our reputation could be damaged if we do not protect customer data or if our information systems are breached.

We ~~own~~ are dependent on information technology networks and systems to process, transmit and store electronic information and to communicate among our locations around the ~~land~~world and ~~building~~with our customers. Security breaches of this infrastructure could lead to shutdowns or disruptions of our ~~executive~~systems ~~offices~~and inpotential ~~Cape~~unauthorized ~~Coral~~disclosure of confidential information. We are also required at times to manage, ~~Florida~~utilize and store sensitive or confidential customer or employee data. ~~Our~~As ~~executive~~a ~~office~~result, ~~building~~we isare ~~approximately~~subject 40to numerous U.S. and foreign jurisdiction laws and regulations designed to protect this information,~~734~~ ~~square~~such ~~feet~~as the various U.S. federal and isstate ~~situated~~laws ongoverning ~~approximately~~the 4protection of individually identifiable information.~~5 acres~~ If any person, including any of our associates, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential customer or employee data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose customers.

~~We lease~~Our ~~approximately~~ability ~~25,428~~to ~~square~~offer ~~feet~~courses ofmay ~~office~~be ~~space~~affected inby ~~Murray,~~natural ~~Utah for our EduTrades and telemarketing headquarters. The lease expires in August 2010 with a monthly rent of $26~~disaster,~~977~~ ~~over~~strikes ~~the~~or ~~remainder~~other ofunpredictable ~~the lease~~events. ~~The Company has an available renewal option.~~

~~We lease~~Natural ~~approximately~~disasters, 2external labor disruptions and other adverse events may affect our ability to conduct our business,~~727~~ ~~square~~resulting ~~feet~~in a loss of ~~office~~revenue. ~~space~~Severe inweather ~~London~~or natural disasters, ~~England~~such ~~for~~as floods and earthquakes, may reduce the ability of our ~~European~~course ~~headquarters~~participants to travel to our courses. ~~The~~These ~~lease~~natural ~~expires~~disasters inmay ~~April~~also disrupt the printing and transportation of ~~2012~~the materials used in our direct mail campaigns. Furthermore, postal strikes could occur in the countries where we operate which could delay and reduce delivery of our ~~monthly~~direct ~~rental~~mail ~~rate~~marketing ismaterials. ~~approximately $7~~Transportation strikes could also occur in the countries where we operate,~~900.~~ adversely affecting course offerings.

~~In March~~Our ~~2009,~~operations weoutside ~~entered~~the ~~into~~United aStates ~~lease~~subject ~~for~~us ~~approximately~~to ~~5,100~~additional ~~square~~risks ~~feet~~inherent ~~of office space~~ in ~~Ontario,~~international ~~Canada~~operations. ~~The lease expires in February 2014 and rent is payable monthly at rates increasing from approximately $2,760 to $3,150 over the term of the lease.~~

We ~~lease~~ ~~approximately~~currently ~~6,783~~operate ~~square~~in ~~feet~~the ofUnited ~~office~~Kingdom ~~space~~and Canada in ~~Salt~~addition ~~Lake~~to ~~City,~~our ~~Utah~~U.S. ~~The~~operations. ~~lease~~As ~~expires in September 2010 with~~ a ~~monthly rent of $10~~result,~~813~~ ~~over~~we ~~the~~face ~~remaining~~risks ~~term~~that ~~of the lease. The facilities~~ are ~~being~~inherent ~~used~~in asinternational aoperations, ~~training center. The Company has an available renewal option which we do not intend to exercise.~~ including:

We lease approximately 1,990 square feet of office space in Surrey, England which is being used as a training center. The lease expires in December 2010 and the rent is approximately $21,121 per month. 12

~~We entered~~Table into a lease with an unrelated third party for 3,000 square feet in Cape Coral, Florida, effective January 1, 2009 which is used for product shipping and inventory storage. This lease expires in December 2010 with a monthly rent of ~~$2,890 over the remainder of the lease. The Company has a one-year renewal option available.~~ Contents

· Complexity ~~ITEM~~of ~~3. LEGAL~~operations ~~PROCEEDINGS~~ across borders;

~~See~~· Currency ~~Note 15—Commitments~~exchange ~~and~~rate ~~Contingencies in the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report for information about legal proceedings in which we are involved.~~ fluctuations;

· Multiple ~~ITEM~~and ~~4. RESERVED~~ possibly overlapping or conflicting tax laws;

~~None.~~· Applicability of training concepts to foreign markets; and

14· Compliance with foreign regulatory requirements.

~~Table~~If we are unable to successfully manage these factors, our business could be adversely affected and our results of ~~Contents~~operations could suffer.

Our Board ~~PART~~of II Directors, without stockholder approval, may issue preferred stock that could dilute the voting power or other rights of our other stockholders and make it more difficult for a third party to acquire a majority of our outstanding voting stock.

Our ~~ITEM~~Board 5of Directors, without stockholder approval, may issue up to 10 million shares of preferred stock. ~~MARKET~~ ~~FOR~~The ~~REGISTRANT'S~~Board ~~COMMON~~of ~~EQUITY~~Directors can fix the rights, ~~RELATED~~preferences ~~STOCKHOLDER~~and ~~MATTERS~~privileges ~~AND~~of ~~ISSUER~~the ~~PURCHASES~~shares OFof ~~EQUITY~~each ~~SECURITIES~~ series and any qualifications, limitations or restrictions, which could dilute the voting strength of the holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation. Issuance of preferred stock could also have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.

Our ~~common~~loss ~~stock~~of isany ~~currently quoted on the NASD Over-the-Counter Bulletin Board under the trading symbol "TIGE". The following table shows the high and low sales prices~~ of our ~~common~~key ~~stock~~executive ~~for~~personnel, ~~each~~or ~~quarter~~high inperforming ~~2009 and 2008. These quotations reflect inter-dealer prices~~trainers, ~~without~~could ~~retail~~disrupt ~~mark-up, markdown~~our oroperations ~~commissions,~~ and ~~may~~reduce ~~not~~our ~~represent actual transactions~~profitability.

	High		Low
Year ended December 31, 2009
Fourth Quarter	$	1.43	$	0.41
Third Quarter	$	1.80	$	0.76
Second Quarter	$	1.65	$	0.55
First Quarter	$	1.25	$	0.26
Year ended December 31, 2008
Fourth Quarter	$	1.35	$	0.55
Third Quarter	$	1.50	$	0.70
Second Quarter	$	2.00	$	0.90
First Quarter	$	2.90	$	1.57

The loss of the services of any key individuals may have a material adverse effect on our business. We currently do not maintain key man insurance on any member of our senior executive management team.

~~As of~~Our ~~March 17,~~future ~~2010,~~success ~~the~~also ~~closing~~depends ~~price~~on of our ~~common~~ability ~~stock~~to asretain ~~reported~~and onattract ~~the~~high ~~NASD~~performing ~~Over-the~~speakers ~~Counter~~and ~~Bulletin~~trainers. ~~Board~~The ~~was~~loss ~~$0.52.~~and/or ~~According~~inability to ~~the~~retain ~~records~~these ofspeakers ~~our~~and ~~transfer agent~~trainers, ~~there~~or ~~were~~to ~~129~~recruit ~~shareholders~~suitable ~~of record of our common stock as of February 28~~replacements, ~~2010.~~may ~~Because~~affect ~~many of~~ our ~~shares~~performance ~~of common stock are held by brokers~~ and ~~other~~reduce ~~institutions~~our ~~on behalf of shareholders, we are unable to estimate the total number of beneficial shareholders represented by these record holders~~profitability.

Any ~~Dividend~~decrease ~~Policy~~ in the popularity of the Rich Dad® Education Brand would have an adverse impact on our financial condition.

~~The~~If ~~Company~~the ~~has~~Rich ~~not~~Dad™ ~~paid~~Education ~~out~~Brand ~~any~~were ~~cash~~to ~~dividends~~experience ~~for~~a ~~the~~decrease ~~past~~in ~~two~~popularity, ~~years~~it would have a significant impact on our business, results of operations and ~~does~~financial condition. In the current economic environment, many individuals are not ~~anticipate~~interested ~~paying~~in ~~any~~purchasing ~~cash~~real ~~dividends~~estate oninvestment ~~our~~courses ~~common stock~~or products. The decreased interest in real estate investing could impact the ~~foreseeable~~Rich ~~future~~Dad™ Education Brand. Additionally, if Mr. and Mrs. Kiyosaki, the founders of the Rich Dad™ Education Brand, do not spend as much time in the public eye, it could impact the popularity of the Rich Dad™ Education Brand and consequently impact our sales of Rich Dad™ Education products.

If ~~Equity~~there ~~Compensation~~is ~~Plan~~a ~~Information~~ material change in our relationships with our customers or in the demand by potential customers for our services, it could have a significant impact on our business.

~~The~~Our ~~following~~success ~~table~~is ~~summarizes,~~dependent ason ofour ~~December 31,~~ability ~~2009,~~to ~~the~~successfully ~~equity~~attract ~~compensation~~customers ~~plans~~to ~~under~~programs ~~which~~that wethey ~~may~~feel ~~issue~~will ~~shares~~enhance their skill sets and enhance their earning power. Their level of ~~stock to~~satisfaction with our ~~directors,~~course ~~officers~~offerings ~~and~~affects ~~employees~~our reputation as they tell others about their experience. Our business could suffer if we fail to deliver quality programs at acceptable price points.

Plan Category		Number of common shares to be issued upon exercise of outstanding options			Weighted average exercise price of outstanding options			Number of common shares remaining available for future issuance under equity compensation plans
2009 Incentive Plan, approved by security holders			600,000	(1)		NA			700,000	(1)
1998 Stock Option Plan, approved by security holders			166,350		$	3.67			—

We have a negative per share book value.

~~(1)~~The ~~600,000~~ ~~shares~~market ~~awarded~~price toof our ~~Chief~~common ~~Executive~~stock ~~Officer~~was ~~will~~$0.15 beper ~~forfeited~~share ifat ~~certain~~the ~~performance~~close ~~targets~~of ~~are~~business ~~not~~on ~~met~~March 4, ~~within~~2011, ~~90 days~~and ofexceeded ~~his departure~~our ~~(March~~December 1631, 2010) ~~and~~book ~~will~~value, ~~become~~which ~~available~~was ~~for~~a ~~future~~stockholders’ ~~issuance~~deficit ~~under~~of ~~the~~$44.2 million, ~~2009~~or ~~Incentive~~$3.38 ~~Plan~~book value per share deficit. The lower book value per share compared to our market price per share increases the risk that our market price per share may decline in the future.

1513

Table of Contents

We ~~2009~~have ~~Incentive~~material ~~Plan~~ weaknesses in our internal control over financial reporting that could adversely affect our ability to report our financial condition and results of operations accurately and on a timely basis.

~~The~~In ~~Company's~~connection ~~2009~~with ~~Incentive~~our ~~Plan~~assessment ~~("Incentive~~of ~~Plan"),~~internal ~~which~~control ~~was~~over ~~approved~~financial byreporting ~~the~~under ~~shareholders on September~~Section 2,404 ~~2009,~~of ~~authorized 1.3 million~~the ~~shares~~Sarbanes-Oxley toAct ~~be issued in various equity incentive instruments. As~~ of ~~December 31~~2002, ~~2009,~~ we ~~had~~identified ~~awarded~~material ~~600,000~~weaknesses ~~restricted~~in ~~common shares of the 1.3 million shares authorized under the Incentive Plan to~~ our ~~Chief~~internal ~~Executive Officer~~control. ~~The~~For ~~Incentive Plan allows for the granting of~~ a ~~broad~~discussion ~~range~~ of ~~award~~our ~~types,~~internal ~~including~~control ~~stock~~over ~~options~~financial ~~(incentive~~reporting and ~~non-qualified),~~ ~~stock~~a ~~appreciation~~description rights, restricted stock, restricted stock units, performance shares and performance units and other stock awards. Employees, non-employee directors, management and consultants are eligible to receive awards. The purpose of the ~~Incentive~~identified ~~Plan~~material ~~is to motivate participants to achieve long range goals~~weaknesses, ~~attract~~see ~~and~~Item 9(A) Controls ~~retain eligible employees, provide incentives competitive with other similar companies~~ and ~~align the interest of employees and directors with those of our shareholders~~Procedures. ~~The Incentive Plan is administered by the Compensation Committee of the Board of Directors.~~

~~In September~~Material ~~2008,~~weaknesses in our ~~Board~~internal ofcontrol ~~Directors~~over ~~entered~~financial ~~into~~reporting acould ~~restricted~~adversely ~~performance~~impact ~~share~~our ~~agreement~~ability ~~with~~to ~~Charles~~provide Mtimely and accurate financial information. ~~Peck~~We are developing remediation plans to strengthen our internal controls in response to the previously identified material weaknesses; however, our ~~former~~ability ~~Chief~~to ~~Executive~~make ~~Officer~~capital investments to that end is currently constrained. If we are unsuccessful in developing, ~~providing~~implementing ~~for~~or ~~the~~following ~~issuance~~our ~~of 600~~remediation plans,~~000~~ ~~restricted~~or ~~shares~~fail ofto ~~the~~update ~~Company's~~our ~~common~~internal ~~stock~~controls as our business evolves, ~~which~~we ~~would~~may ~~vest~~not inbe ~~accordance~~able ~~with~~to ~~certain~~timely ~~market~~or ~~and~~accurately ~~service~~report ~~conditions.~~our Asfinancial condition, results of ~~March 16~~operations or cash flows or maintain effective disclosure controls and procedures. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, ~~2010~~we could be subject to, ~~Mr. Peck~~among isother nothings, ~~longer~~regulatory ~~with~~or enforcement actions by the ~~Company~~ SEC, securities litigation and ~~will~~a ~~forfeit~~general ~~these~~loss ~~shares~~of ifinvestor ~~certain~~confidence, ~~performance~~any ~~targets~~one ~~are~~of ~~not~~which ~~met~~could ~~within~~adversely ~~90 days~~affect our business prospects and the valuation of ~~his~~our ~~departure.~~common stock.

Furthermore, ~~1998~~there ~~Stock~~are ~~Option~~inherent ~~Plan~~ limitations to the effectiveness of any system of controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. We could face additional litigation exposure and a greater likelihood of an SEC enforcement or regulatory action if further restatements were to occur or other accounting-related problems emerge. In addition, any future restatements or other accounting-related problems may adversely affect our financial condition, results of operations and cash flows.

~~Our~~ITEM ~~1998 Stock Option Plan ("1998 Plan") provided for the issuance of up to 2,187,500 shares of our common stock as incentive stock options and nonqualified stock options~~1B. ~~The~~UNRESOLVED ~~1998~~STAFF Plan expired on August 30, 2008, but 166,350 options that were issued under the 1998 Plan prior to the expiration date are still outstanding and exercisable when vested. Only our employees and directors were eligible to receive awards under the 1998 Plan. The exercise price of a stock option grant under the 1998 Plan was not less than the average market price of our common stock on the date of the grant and no options had a term of more than ten years. Options granted under the 1998 Plan typically vest as follows: 25% of the options vest on the grant date, an additional 25% vests on the first anniversary of the grant date, another 25% vests on the second anniversary of the grant date, and 100% of the shares vest on the third anniversary of the grant date, although the Compensation Committee was allowed to approve a different vesting period. All options expire ten years from the date of grant. COMMENTS

~~ITEM 6~~None. ~~SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~required~~2. PROPERTIES

The ~~ITEM~~following ~~7. MANAGEMENT'S~~table ~~DISCUSSION~~sets ~~AND~~forth ~~ANALYSIS~~our OFoffice ~~FINANCIAL~~locations ~~CONDITION~~as ~~AND~~of ~~RESULTS~~March 4, ~~OF OPERATIONS~~ 2011:

The following discussion and analysis of our financial condition and results of operations for the periods indicated should be read in conjunction with our consolidated financial statements, related notes and the other financial data included elsewhere in our Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements involving risks, uncertainties and assumptions including such statements as plans, objectives, expectations and intentions that could cause our results to differ materially from expectations. See our cautionary language preceding Item 1. Business, and Item 1A Risk Factors, for factors that could cause future results to differ materially.

Purpose	Location	Own/lease	Approximate square footage	Lease expiration
Executive offices	Cape Coral, FL	Own	40,734	—
U.S. operations and telemarketing headquarters	West Valley City, UT	Lease	12,400	August 2013
United Kingdom headquarters	London, England	Lease	2,727	April 2012
Canadian headquarters	Ontario, Canada	Lease	5,100	February 2014
Training center	Surrey, England	Lease	1,990	December 2011
			62,951

16We own the land and building of our executive offices in Cape Coral, Florida. Our executive office building is approximately 40,734 square feet and is situated on approximately 4.5 acres. We have hired a real estate broker to assist us with the sale of this facility, but there is no assurance that a sale will occur in 2011 or at all.

~~Table~~We lease approximately 12,400 square feet of ~~Contents~~office space in West Valley City, Utah for our U.S. operations and telemarketing headquarters. The lease expires in August 2013 and rent is payable monthly at rates increasing from $18,760 to $19,902 over the term of the lease.

We ~~Executive~~lease ~~Overview~~ approximately 2,727 square feet of office space in London, England for our United Kingdom headquarters. The lease expires in April 2012 and our monthly rental rate is approximately $7,900.

~~Our~~We ~~Company~~lease isapproximately a5,100 ~~provider~~square feet of ~~practical,~~office ~~high-quality~~space ~~and~~in ~~value-based training~~Ontario, ~~conferences,~~Canada ~~publications,~~for ~~technology-based tools~~our ~~and~~Canadian ~~mentoring to help customers become financially literate~~headquarters. WeThe ~~provide~~lease ~~customers~~expires ~~with comprehensive instruction and mentoring~~ in ~~the~~February 2014 ~~topics of real estate~~ and ~~financial~~rent ~~instruments~~is ~~investing,~~payable ~~entrepreneurship~~monthly ~~and~~at ~~personal~~rates ~~finance in~~increasing ~~the~~from ~~United~~approximately ~~States~~$2,760 ~~United~~to ~~Kingdom and Canada. Our training is offered in non-accredited free preview workshops~~$3,150 asover ~~well~~the asterm ~~basic~~of ~~training~~the ~~courses, advanced courses and mentoring and coaching programs~~lease.

The Company had a difficult operating year despite reporting significantly higher consolidated net income compared with 2008. The difficult economic environment, tightening in the credit markets which limited accessibility to funding for our customers and decreased sales of our Rich Dad products all contributed to our negative cash outflow of $12.8 million. In addition, a Company litigation settlement related to a non-core asset located in Costa Rica and costs related to that settlement negatively impacted our cash position and results of operations. 14

~~The 2009~~Table ~~net income was favorably impacted by $23.0 million~~ of RDE real estate course breakage that we were able to recognize upon establishing historical trends of course attendance after contract expiration. Revenue recognized on course breakage does not impact cash flow. Contents

~~During the~~We ~~past~~lease ~~few~~approximately ~~years~~1,990 wesquare ~~have~~feet ~~attempted~~of ~~various~~office ~~expansion~~space ~~efforts. We have rolled out new proprietary course offerings~~ in established market places as well as attempting global expansion for both new and established course offerings. These expansion efforts were costly and primarily unsuccessful. Given the current economic climate and our declining cash positionSurrey, weEngland ~~have discontinued these expansion efforts and will instead focus on increasing the speed and cost efficiency with~~ which weis ~~fulfill~~being ~~our~~used ~~long~~as ~~term~~a ~~customer~~training ~~commitments to our Rich Dad customers~~center. WeThe ~~also intend~~lease toexpires ~~focus~~in onDecember 2011 ~~increasing~~and the ~~profitability~~rent ofis ~~our~~approximately ~~core licensed brand~~$21,121 ~~the~~per ~~Rich Dad™ brand during 2010~~month.

~~On March 16,~~ITEM ~~2010, the Company entered into a Letter Agreement with Rich Dad Parties to amend and restructure the agreements pursuant to which the Company licenses and operates under the Rich Dad brand~~3. ~~The~~LEGAL new licensing agreement will give us the right to sell Rich Dad products and training courses in live seminars in the United States, Canada and the United Kingdom for a term of approximately five years, i.e. until December 31, 2014. More details about the restructuring and the proposed terms of the license agreements are in "Business—Licensing Agreement with the Rich Dad Parties." PROCEEDINGS

~~We believe~~See ~~that~~Note 13—Commitments ~~our restructured relationship with Rich Global~~ and ~~RDO,~~Contingencies ~~coupled~~in ~~with~~the ~~our~~Notes ~~continued efforts~~ to ~~reduce~~Consolidated ~~our~~Financial ~~overall~~Statements ~~operating~~contained ~~costs through reductions~~ in ~~personnel and discretionary spending~~Part II, Item 8 ~~will~~of ~~enable~~this usAnnual toReport ~~generate~~for ~~sufficient~~information ~~liquidity~~about tolegal ~~fund~~proceedings ~~our~~in ~~working~~which ~~capital~~we ~~needs~~are ~~through December 31, 2010; however, there can be no assurances that this will be the case~~involved.

17ITEM 4. RESERVED

~~Table of Contents~~15

Table ~~Results~~ of ~~Operations~~ Contents

~~Our operating results are expressed as a percentage of revenue for the year ended December~~PART ~~31, 2009 ("2009") and the year ended December 31, 2008 ("2008") in the table below:~~ II


Revenue		100.0	%	100.0	%
Operating costs and expenses:
	Direct course expenses	41.2		47.4
	Advertising and sales expenses	30.4		31.1
	General and administrative expenses(a)	17.8		19.8
	Impairment of assets	1.3		1.8
	Litigation settlement expenses	2.3		—
Total operating costs and expenses		93.0		100.1
Income (loss) from operations		7.0		(0.1	)
Other income:
	Other income, net	0.1		0.1
	Interest income	0.2		0.8
	Interest expense	(0.1	)	(0.1	)
	Equity loss from related parties	(0.1	)	(0.1	)
	Gain on disposition of assets	—		0.5
Total other income		0.1		1.2
Income before income taxes		7.1		1.1
Income tax provision		(1.4	)	(0.8	)
Net income		5.7	%	0.3	%

On ~~(a)Includes "special~~March 18, ~~items"~~2011, ~~which~~in ~~primarily~~connection ~~consists~~with ofour ~~direct~~continuing efforts to reduce operating costs, ~~associated~~we filed a Form 15 with the SEC to terminate the registration of our common stock under Section 12(g) of the Exchange Act and ~~DOJ~~suspend ~~investigations.~~our reporting obligations under Section 15(d) of the Exchange Act.

During ~~Non~~2010 and 2009, our common stock was quoted on the OTCBB under the trading symbol “TIGE”. The following table shows the high and low sales prices of our common stock for each quarter in 2010 and 2009. These quotations reflect inter-~~GAAP~~dealer ~~Financial~~prices, ~~Measures~~ without retail mark-up, markdown or commissions, and may not represent actual transactions.

Adjusted EBITDA

	High		Low
Year ended December 31, 2010
Fourth Quarter	$	0.22	$	0.06
Third Quarter	$	0.47	$	0.18
Second Quarter	$	0.80	$	0.29
First Quarter	$	1.01	$	0.43
Year ended December 31, 2009
Fourth Quarter	$	1.43	$	0.41
Third Quarter	$	1.80	$	0.76
Second Quarter	$	1.65	$	0.55
First Quarter	$	1.25	$	0.26

AsEffective ~~used~~February 22, in2011, ~~our~~due ~~operating~~to ~~data~~low trading volumes, ~~EBITDA~~our isstock ~~defined~~ceased asto ~~net~~be ~~income~~quoted ~~excluding~~on the ~~impact~~OTCBB ofand ~~asset~~is ~~impairments;~~currently ~~special~~being ~~items~~quoted ~~(including~~on the ~~costs~~ ~~associated~~OTCQB, ~~with~~which ~~the~~is ~~SEC and~~ the ~~DOJ~~second ~~investigations);~~of ~~certain~~three ~~litigation~~tiers ~~settlement~~of ~~expenses~~the ~~related~~OTC toMarket ~~non-core~~Group. ~~real~~As ~~estate~~of ~~investments~~March 4, in2011, ~~Costa~~the ~~Rica;~~closing ~~interest~~price ~~income;~~of ~~interest expense;~~our ~~other~~common ~~income~~stock, ~~net;~~as ~~income~~reported ~~tax provision; gain~~ on ~~asset~~OTCQB, ~~dispositions;~~was ~~stock-based~~$0.15. ~~compensation~~According ~~expense;~~to ~~depreciation~~the ~~and~~records ~~amortization~~of ~~expense;~~our ~~and~~transfer ~~equity~~agent, ~~loss~~there ~~from~~were ~~investments~~131 inshareholders ~~real~~of ~~estate. We~~record ~~define~~of ~~"Adjusted~~our ~~EBITDA"~~common stock as ~~EBITDA~~of ~~adjusted~~February 28, ~~for~~2011. ~~the~~Because ~~net~~many ~~change~~of inour ~~deferred~~shares ~~revenue~~of ~~less~~common ~~the~~stock ~~net~~are ~~change~~held inby ~~deferred~~brokers ~~course~~and ~~expenses.~~other ~~Adjusted~~institutions ~~EBITDA~~on isbehalf ~~not~~of ashareholders, ~~financial~~we ~~performance~~are ~~measurement according~~unable to ~~accounting~~estimate ~~principles~~the ~~generally~~total ~~accepted~~number inof ~~the~~beneficial ~~United~~shareholders ~~States~~represented ~~("GAAP").~~by these record holders.

~~We use~~Dividend Adjusted EBITDA as a key measure in evaluating our operations and decision-making. We feel it is a useful measure in determining our performance since it takes into account the change in deferred revenue and deferred course expenses in combination with our operating expenses. We reference Adjusted EBITDA frequently, since it provides supplemental information that facilitates internal comparisons to historical operating performance of prior periods and external comparisons to competitors' historical operating performance in our industry. We plan and forecast our business using Adjusted EBITDA, with comparisons of actual to planned and forecasted Adjusted EBITDA and we Policy

18We have not paid out any cash dividends for the past two years and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

~~Table~~Equity ofCompensation ~~Contents~~Plan Information

~~provide incentives~~The tofollowing ~~management~~table ~~based~~summarizes, onas ~~Adjusted~~of ~~EBITDA~~December 31, ~~goals. In addition~~2010, wethe ~~provide~~equity ~~Adjusted~~compensation ~~EBITDA~~plans ~~because~~under which we ~~believe~~may ~~investors~~issue ~~and~~shares ~~security~~of ~~analysts~~stock ~~find it~~ to beour adirectors, ~~useful~~officers, ~~measure~~employees ~~for evaluating~~and ~~our performance~~consultants.

We incur many costs before a customer attends any basic or advanced training. Those costs include media, travel, facilities and instructor fees for the preview workshops and are expensed when incurred. Licensing fees paid to Rich Global and telemarketing and speaker commissions are deferred and recognized when the related revenue is recognized. Revenue recognition of fees paid by customers to enroll in any basic or advanced training courses at registration is deferred until (i) the course is attended by the customer, (ii) the customer has received the course content in an electronic format, (iii) the contract expires, or (iv) revenue is recognized through course breakage. We recognize the deferred revenue only after one of those four occurrences. Thus, reporting in accordance with GAAP creates significant timing differences between the receipt and disbursement of cash relative to the recognition of the related revenue and expenses both in our Consolidated Statements of Cash Flows and Consolidated Statements of Operations. As a result of these factors, our operating cash flows can vary significantly from our results of operations for the same period. For this reason, we believe Adjusted EBITDA is an important non-GAAP financial measure.

Plan Category	Number of common shares to be issued upon exercise of outstanding options		Weighted average exercise price of outstanding options			Number of common shares remaining available for future issuance under equity compensation plans
2009 Incentive Plan, approved by security holders	900,000	(a)	NA		(a)	340,000
1998 Stock Option Plan, approved by security holders	73,000		$	2.30		—

~~Adjusted EBITDA~~(a) On ~~has material limitations and should not be considered as an alternative to net income~~December 22, ~~cash flows provided by or used in operations~~2010, ~~investing~~the orCompensation ~~financing~~Committee ~~activities~~of ~~or other financial statement data presented in~~ the ~~Consolidated~~Board ~~Financial Statements as indicators~~ of ~~financial~~Directors ~~performance~~approved orrestricted ~~liquidity.~~stock ~~Items~~award ~~excluded~~grants ~~from~~to ~~Adjusted~~certain ~~EBITDA~~Company ~~are~~officers ~~significant~~pursuant ~~components~~to ~~in understanding~~ our ~~financial~~2009 ~~performance~~Incentive Plan. ~~Because~~The ~~Adjusted~~awards ~~EBITDA~~vest isfully ~~not~~on aDecember 22, ~~financial~~2014, ~~measurement~~or ~~calculated~~upon ina ~~accordance~~“change ~~with~~of ~~GAAP and is subject to varying calculations~~control,” ~~Adjusted EBITDA~~ as ~~presented may~~defined ~~not~~in bethe ~~comparable to other similarly titled measures of performance used by other companies~~Plan.

~~The table~~See ~~below~~Note 8—Stock-Based isCompensation ain ~~reconciliation of~~ the ~~Company's~~Notes ~~net income~~ to ~~EBITDA~~Consolidated ~~and~~Financial ~~Adjusted~~Statements ~~EBITDA~~contained ~~for the periods set forth below (~~in ~~thousands):~~ Part II,

	For the years ended December 31,
	2009			2008
Net income	$	9,779		$	582
Impairment of assets		2,162			3,056
Special items		315			1,559
Litigation settlement expenses		3,846			—
Other income, net		(313	)		(179	)
Interest income		(358	)		(1,300	)
Interest expense		232			217
Income tax provision		2,438			1,305
Stock-based compensation expense		77			665
Depreciation and amortization		995			1,382
Equity losses from investment in real estate		154			163
Gain on sale of assets		—			(994	)
EBITDA		19,327			6,456
Net change in deferred revenue		(34,793	)		(4,125	)
Net change in deferred course costs		6,640			(2,828	)
Adjusted EBITDA	$	(8,826	)	$	(497	)
Adjusted EBITDA as a percentage of cash received from course and product sales		(6.5	)%		(0.3	)%

19Table of Contents

Item 8 ~~Table~~ of ~~Contents~~this Annual Report for information about our equity compensation plans.

ITEM ~~Cash~~6. ~~Sales~~ SELECTED FINANCIAL DATA

~~The~~Not ~~following table provides a reconciliation of the Company's cash sales by segment to its reported revenue~~required. Cash sales performance is a metric used by management in assessing the performance of each of its business segments. Deferred revenue represents the difference between our cash sales and the impact of applying our revenue recognition policies to those cash sales. Cash sales are not a financial performance measurement in accordance with GAAP; therefore we are presenting a table to reconcile the cash sales to revenue reported in accordance with GAAP (table presented in thousands):

		For the years ended December 31,
		2009			2008
Cash received from course and product sales:
Proprietary brands
	Real estate training	$	6,368		$	23,618
	Financial markets training		3,260			9,799
Rich Dad™ Education
	Real estate training		97,684			121,416
	Financial markets training		28,819			12,777
Total consolidated cash received from course and product sales			136,131			167,610
Change in deferred revenue
(Increase)/decrease to deferred revenue:
Proprietary brands
	Real estate training		9,839			22,506
	Financial markets training		9,368			13,332
Rich Dad™ Education
	Real estate training		23,934			(23,871	)
	Financial markets training		(8,348	)		(7,842	)
Total consolidated change in deferred revenue			34,793			4,125
Revenue:
Proprietary brands
	Real estate training		16,207			46,124
	Financial markets training		12,628			23,131
Rich Dad™ Education
	Real estate training		121,618			97,545
	Financial markets training		20,471			4,935
Total consolidated revenue for financial reporting purposes		$	170,924		$	171,735

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

20The following discussion and analysis of our financial condition and results of operations for the periods indicated should be read in conjunction with our consolidated financial statements, related notes and the other financial data included elsewhere in our Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations. See our preceding cautionary language under the title Cautionary Statement Regarding Forward-Looking Statements immediately preceding Part I, Item 1 under the title Business as well as the risk set forth in Part I, Item 1A. Risk Factors for factors that could cause future results to differ materially.

~~Table~~Business ~~of Contents~~Overview

We ~~Business~~are ~~Segments~~ a provider of practical, high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable. We provide customers with comprehensive instruction and mentoring on the topics of real estate and financial instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching.

WeNon-GAAP ~~operate~~Financial ~~in two business segments: Proprietary brands and Rich Dad™ Education. The proportion of revenue of each segment is as follows:~~ Measures

			Years ended December 31,
As a percentage of total revenue			2009			2008
Proprietary brands:
	Real estate training			9.5	%		26.8	%
	Financial markets training			7.4			13.5
		Subtotal		16.9			40.3
Rich Dad™ Education:
	Real estate training			71.2			56.8
	Financial markets training			11.9			2.9
		Subtotal		83.1			59.7
Total consolidated revenue for financial reporting purposes				100.0	%		100.0	%

Adjusted EBITDA

As ~~Proprietary~~used ~~Brands~~ in our operating data, EBITDA is defined as net income (loss) excluding the impact of: interest expense; interest income; income tax provision; and depreciation and amortization. We define “Adjusted EBITDA” as EBITDA adjusted for: asset impairments; special items (including the costs associated with the SEC and the DOJ investigations and the related class action and derivative lawsuits); litigation settlement and related legal expenses related to non-core business activities; other income, net; stock-based compensation expense; equity loss from investments in real estate; severance expenses; the net change in deferred revenue; and the net change in deferred course expenses. Adjusted EBITDA is not a financial performance measurement according to accounting principles generally accepted in the United States (“GAAP”).

We ~~Real~~use ~~estate~~Adjusted ~~training~~ EBITDA as a key measure in evaluating our operations and decision-making. We feel it is a useful measure in determining our performance since it takes into account the change in deferred revenue and deferred course expenses in combination with our operating expenses. We reference Adjusted EBITDA frequently, since it provides supplemental information that facilitates internal comparisons to historical operating performance of prior periods and external comparisons to competitors’ historical operating performance in our industry. We plan and forecast our business using Adjusted EBITDA, with comparisons of actual to planned and forecasted Adjusted EBITDA and we provide incentives to management based on Adjusted EBITDA goals. In addition, we provide Adjusted EBITDA because we believe investors and security analysts find it to be a useful measure for evaluating our performance.

WeMany ~~began~~costs ~~providing~~to acquire customers have been expended before a customer attends any basic ~~and~~or advanced ~~real~~training. ~~estate~~Those ~~investment~~costs ~~training~~include inmedia, ~~1992~~travel, ~~with~~facilities ~~our~~and ~~historical~~instructor ~~flagship~~fees ~~brand Russ~~for ~~Whitney®'s~~the ~~Building~~preview ~~Wealth™~~workshops and are expensed when incurred. WeLicensing ~~added~~fees paid to ~~our~~Rich ~~brand~~Global ~~portfolio~~and bytelemarketing ~~offering our~~and speaker commissions are deferred and recognized when the related revenue is recognized. Revenue recognition of course fees paid by customers ~~additional~~to ~~real~~enroll ~~estate~~in any basic or advanced training ~~offerings~~courses ~~including~~at ~~Teach~~registration Meis ~~Foreclosure™~~deferred &until ~~Real~~(i) the ~~Estate Investing~~course asis ~~well~~attended asby ~~Making~~the ~~Money~~customer, ~~from~~(ii) the ~~Property~~customer ~~with~~has ~~Martin~~received ~~Roberts~~the ~~and~~course ~~Women~~content in ~~Wealth™.~~ Inan ~~2008~~electronic format, we(iii) the ~~suspended~~contract ~~sales~~expires, or (iv) revenue is recognized through course breakage. It is only after one of ~~our~~those ~~Proprietary~~four ~~brands~~occurrences ~~real~~that ~~estate~~revenue ~~offerings~~is considered earned. Thus, reporting in accordance with GAAP creates significant timing differences between the ~~U.S.~~receipt and ~~Canada.~~disbursement Weof ~~continue~~cash towith ~~offer~~the ~~Building Wealth™~~recognition of the related revenue and expenses, ~~Making~~both ~~Money~~in ~~from~~our ~~Property~~Consolidated ~~with~~Statements ~~Martin~~of ~~Roberts~~Cash Flows and ~~Women~~Consolidated ~~in Wealth™~~Statements ~~courses~~of inOperations. As a result of these factors, our operating cash flows can vary significantly from our results of operations for the ~~United~~same ~~Kingdom~~period. For this reason, we believe Adjusted EBITDA is an important non-GAAP financial measure.

Cash sales and revenue decreased to $6.4 million and $16.2 million, respectively, in 2009 compared with cash sales and revenue of $23.6 million and $46.1 million, respectively, in 2008. Revenue was additionally impacted by the recognition of $5.7 million of course breakage in 2009, as compared with $13.7 million of course breakage recognized in 2008, a decrease of $8.0 million or 58.4%. The decrease in cash sales, revenue and course breakage was primarily due to the discontinuation of the Russ Whitney®'s Building Wealth™ course in the U.S. and Canada and the reduced number of events held for Proprietary brands. 17

Table ~~Financial~~of ~~instruments training~~ Contents

~~EduTrades™,~~Adjusted ~~the~~EBITDA ~~Proprietary~~has ~~brands~~material ~~financial~~limitations ~~instruments~~and ~~training~~should ~~division, began~~not ~~operations~~be inconsidered ~~July~~as ~~2002~~an ~~with~~alternative ~~the~~to ~~acquisition~~net ofincome ~~Teach~~(loss), Mecash toflows ~~Trade®~~provided ~~and~~by ~~began~~operations, ~~sales~~investing inor ~~the~~financing ~~fourth~~activities ~~quarter~~or ofother ~~2002.~~financial Westatement ~~provide~~data ~~training to~~presented ~~avocational investors~~ in ~~financial~~the ~~instruments,~~Consolidated ~~such~~Financial Statements as ~~stocks,~~indicators ~~options,~~of ~~futures,~~financial ~~options~~performance onor ~~futures and foreign exchange~~liquidity. ~~Our~~Items ~~training~~excluded ~~provides~~from ~~skills~~Adjusted ~~and~~EBITDA ~~knowledge~~are onsignificant ~~trading~~components ~~fundamentals~~in asunderstanding ~~well as~~our ~~advanced~~financial ~~technical analysis to potential investors~~performance. WeBecause ~~ceased~~Adjusted ~~sales~~EBITDA ofis ~~Teach~~not Mea tofinancial ~~Trade®~~measurement calculated in ~~the~~accordance ~~U.S.~~with inGAAP ~~the~~and ~~third~~is ~~quarter~~subject ofto ~~2008~~varying ~~and~~calculations, ~~in Canada~~Adjusted inEBITDA ~~the~~as ~~fourth~~presented ~~quarter~~may ofnot ~~2008.~~be Wecomparable ~~continue~~ to ~~offer~~other ~~Teach~~similarly Metitled tomeasures ~~Trade®~~of inperformance ~~the~~used ~~United~~by ~~Kingdom.~~other companies.

~~Cash sales~~The ~~and~~table ~~revenue~~below ~~decreased~~is toa ~~$3.3 million~~reconciliation ~~and~~of ~~$12.6 million,~~our ~~respectively,~~net inincome ~~2009~~to ~~compared~~EBITDA ~~with cash sales~~ and ~~revenue~~Adjusted ofEBITDA ~~$9.8 million~~for ~~and $23.1 million, respectively, in 2008. Revenue was additionally impacted by~~ the ~~revenue~~periods ~~recognized~~set ~~from~~forth ~~course~~below ~~breakage, which was $5.0 million~~ (in ~~2009 compared with $5.8 million in 2008, a decrease of $0.9 million or 15.5%. The decrease in cash sales,~~ thousands):

	Years ended December 31,
	2010			2009
Net income (loss)	$	(697	)	$	9,779
Interest income	(339		)	(358		)
Interest expense	438			232
Income tax provision	1,053			2,438
Depreciation and amortization	775			995
EBITDA	1,230			13,086
Impairment of assets	4,661			2,162
Special items	24			315
Litigation settlement and related legal expenses	1,503			5,003
Other income, net	(261		)	(313		)
Stock-based compensation expense	3			77
Equity losses from investment in real estate	283			154
Severance expense	1,009			326
Net change in deferred revenue	(18,733		)	(34,793		)
Net change in deferred course costs	3,573			6,640
Adjusted EBITDA	$	(6,708	)	$	(7,343	)

~~Table~~Cash ~~of Contents~~Sales

~~revenue and~~The ~~course~~following ~~breakage~~table ~~was~~provides ~~primarily~~a ~~attributable~~reconciliation of our cash sales by segment to our reported revenue. Cash sales performance is a metric used by management in assessing the ~~cessation~~performance of ~~sales~~each of our ~~Teach~~business Mesegments. toWe ~~Trade®~~believe ~~brand~~that inour ~~the~~total Ucash sales of $83.S.9 ~~and~~million ~~Canada~~in 2010 is a reasonable reflection of our resized business model, ~~partially~~ ~~offset~~as bymore anfully ~~increase~~discussed inbelow. Deferred revenue represents the difference between our cash sales and the impact of ~~EduTrader™~~applying ~~software~~our ~~subscriptions~~revenue recognition policies to those cash sales. Cash sales are not a financial performance measurement in accordance with GAAP; therefore we are presenting a table to reconcile the cash sales to revenue reported in accordance with GAAP (table presented in thousands):

Rich Dad™ Education

	Years ended December 31,
	2010			2009
Cash received from course and product sales:
Proprietary brands
Real estate training	$	3,731		$	6,368
Financial markets training	1,197			3,260
Rich Dad™ Education
Real estate training	60,747			97,684
Financial markets training	18,227			28,819
Total consolidated cash received from course and product sales	83,902			136,131
Change in deferred revenue
(Increase)/decrease to deferred revenue:
Proprietary brands
Real estate training	2,235			9,839
Financial markets training	1,165			9,368
Rich Dad™ Education
Real estate training	15,898			23,934
Financial markets training	(565		)	(8,348		)
Total consolidated change in deferred revenue	18,733			34,793
Revenue:
Proprietary brands
Real estate training	5,966			16,207
Financial markets training	2,362			12,628
Rich Dad™ Education
Real estate training	76,645			121,618
Financial markets training	17,662			20,471
Total consolidated revenue for financial reporting purposes	$	102,635		$	170,924

In 2006, we created RDE in alliance with Rich Global, and launched the Rich Dad™ Education brand which is based on the investing principles and philosophy of Robert Kiyosaki as detailed in his best-selling book, Rich Dad Poor Dad. Our RDE brands provide investor and entrepreneurship training in the United States, the United Kingdom and Canada. 18

Table ~~Real~~of ~~estate training~~ Contents

~~Cash~~Executive sales decreased to $97.7 million and revenue increased to $121.6 million, respectively, in 2009 compared with cash sales and revenue of $121.4 million and $97.5 million, respectively, in 2008. We believe the decrease in cash sales is primarily attributable to a decrease in consumer spending and tightening credit markets which impacted the housing market and increased the perception of lower profit potential from real estate investments. The increase in revenue despite the decrease in cash sales reflects the use of DVDs and other alternative training fulfillment methods in accordance with customer contractual terms. Additionally, we recognized $23.0 million of revenue due to course breakage in December 2009. Prior to December 2009 and in respect of the timing of the product introductions, we had not accumulated sufficient historical data on course attendance on RDE real estate products to record course breakage in accordance with our accounting policy. In an effort to improve our quality of service to our customers and expand our fulfillment capabilities, we sent course materials on DVD to customers who purchased courses but had not attended within the contracted period which allowed us to meet our obligations to our customers. Overview

We ~~Financial~~had ~~instruments~~a ~~training~~difficult operating year despite reporting only a modest consolidated net loss in 2010. The difficult economic environment, historically tight credit markets that limited access to funding for our customers, and decreased sales of our Rich Dad products all contributed to our negative cash outflow of $6.8 million. This net cash outflow was an improvement from the 2009 negative cash outflow of $12.8 million. During the past few years, we had attempted various expansion efforts. We had rolled out new proprietary course offerings in established market places, as well as attempted global expansion for both new and established course offerings. These expansion efforts were costly and primarily unsuccessful. Given the current economic climate and our declining cash position, we discontinued these expansion efforts, and during 2010, began focusing on increasing the profitability of our core licensed brand, Rich Dad™ Education. In addition, we reduced the number of events related to our Rich Dad brand in an effort to minimize market saturation. We also began focusing on maximizing the pace and cost efficiency with which we fulfill our long-term customer commitments to our Rich Dad customers. We also implemented significant cost reductions. See Management’s Plan below for a further discussion of our business.

~~Cash~~On ~~sales~~May 26, 2010, we entered into definitive agreements with the Rich Dad Parties to restructure the agreements under which we license and ~~revenue~~operate inthe ~~2009~~Rich ~~were~~Dad ~~$28~~brand.~~8 million~~ The Rich Dad Parties are entities controlled by Robert and ~~$20~~Kim Kiyosaki.5 In connection with the restructuring, we entered into (i) ~~million~~a License Agreement with the Rich Dad Parties (the “2010 Rich Dad License Agreement”), ~~respectively~~relating to the Rich Dad brand, ~~compared~~and (ii) a Settlement Agreement and Release with ~~$12~~the Rich Dad Parties, (the “Settlement Agreement”), relating to the previous Rich Dad License Agreement for the Rich Dad brand.~~8 million~~ We and $4 the Rich Dad Parties also committed to enter into a cooperative marketing agreement relating to the development and implementation of improved customer contact management strategies.~~9 million,~~ ~~respectively~~See Licensing Agreements with the Rich Dad Parties, contained in ~~2008.~~Part I, Item ~~Cash~~1 ~~sales~~of this Annual Report on Form 10-K for more details about the restructuring and ~~revenue~~the interms ~~2009~~of ~~increased~~the aslicense ~~compared~~agreements with ~~2008~~the ~~primarily~~Rich ~~because~~Dad Parties. As of December 31, 2010, we ~~began~~owed ~~sales~~approximately $3.6 million of ~~the~~current ~~RDE~~and ~~financial~~deferred ~~instruments~~royalty ~~courses~~payments, as defined in the ~~second quarter~~2010 Rich Dad License Agreement, of ~~2008~~which approximately $2.8 ~~Additionally,~~million ~~the~~pertained ~~increase~~to inJune 2010 ~~revenue~~through ~~reflects~~December 2010 ~~alternative~~activity. ~~fulfillment~~We ~~methods~~suspended the 2010 royalty payments in ~~accordance~~conjunction with ~~customer~~our ~~contractual~~mid-year ~~terms.~~business Inrestructuring in an effort to ~~improve~~conserve our ~~quality~~available ofcash ~~service~~balances. On March 25, 2011, we entered into a credit agreement with the Rich Dad Parties that converted these royalties due into a promissory note with stated terms. See Note 14—Subsequent Event in the Notes to ~~our customers~~Consolidated ~~and~~Financial ~~expand~~Statements ~~our~~for ~~fulfillment~~the ~~capabilities~~year ended December 31, we2010 ~~sent~~contained ~~course~~in ~~materials~~Part II, Item 8 onof ~~DVD~~this toAnnual ~~customers~~Report ~~who~~for ~~purchased~~further ~~courses~~information. ~~but~~This ~~had~~credit ~~not~~agreement ~~attended~~effectively ~~within~~put us back in compliance with the ~~contracted~~terms ~~period~~set ~~which~~forth ~~allowed~~in usthe to2010 ~~meet~~Rich ~~our obligations~~Dad License Agreement. Beginning in 2011, we resumed paying royalties due relating to ~~our~~2011 ~~customers.~~activity under the 2010 Rich Dad License Agreement.

~~Although the~~Management’s cash sales of RDE financial instruments courses are increasing, a substantial portion of the cash sales are deferred for revenue recognition purposes in the Consolidated Statement of Operations. We have been unable to recognize breakage revenue for the financial instruments training components of the RDE brands because we lack sufficient historical data to establish breakage trends in accordance with our accounting policy. Based on our accounting policies, we will begin to recognize breakage for this segment during 2011. Plan

In ~~Year~~response ~~Ended~~to ~~December 31~~the continued decline in profitability and the related impact on our cash position, ~~2009~~we have taken a series of actions to improve the overall effectiveness of our marketing and have restructured our operational costs to be more consistent with our current revenues. More specifically, ~~compared~~we have significantly reduced the number of live events, eliminated historically weak markets for live events and reduced the frequency in which we visit any one particular market. We believe these actions will improve the profitability of future live events. While we implemented many of these changes early in 2010, upon reevaluation, we made additional significant modifications to ~~Year~~the ~~Ended~~event ~~December 31~~schedule in the third quarter of 2010 in order to optimize our operating structure. The primary focus of the reduction of scheduled events was in the U.S. At the same time, ~~2008~~ we reduced the price of our basic training courses, which increased the percentage of customers who purchased basic training courses during the free preview workshops. See the Revenue section below, for additional operating statistics. In addition, we are striving to fulfill more of our advanced courses online in an effort to reduce costs. During the fourth quarter of 2010, we continued the development and testing of digitally-delivered programs, which are expected to decrease our event and

~~Revenue~~ 19

~~Revenue~~Table ~~in 2009 was $170.9 million, which was essentially flat compared with revenue~~ of ~~$171.7 million in 2008.~~ Contents

22fulfillment costs and lower our marketing costs.

~~Table~~In 2010, we implemented reductions in staff to align with our anticipated sales level. In addition, we decreased occupancy costs and reduced operating costs in all areas. Many of ~~Contents~~these cost-cutting actions occurred during the third quarter of 2010. In October 2010, we sold two of our non-core assets and plan to continue to pursue the sale of the remaining non-core assets but cannot be assured when or if such sales will be completed. Also, as part of our analysis of ways to reduce costs and in light of the high cost of continuing to be a public reporting company under the Exchange Act and complying with the Sarbanes-Oxley Act of 2002, we are deregistering our common stock and suspending our reporting obligations under the Exchange Act. Although deregistering under the Exchange Act is expected to provide substantial savings as a result of the elimination of the costs of being a reporting company under the Exchange Act, it may also result in a less liquid market for our shares.

~~A reconciliation of cash sales to revenue is as follows (in thousands):~~ Outlook

		Years ended December 31,
						% Change
		2009		2008
Cash received from course and product sales:
	Basic training sessions	$	14,947	$	19,282		(22.5	)
	Advanced courses		102,266		131,206		(22.1	)
	Product sales		11,673		14,074		(17.1	)
	Other		7,245		3,048		137.7
Total cash received from course and product sales			136,131		167,610		(18.8	)
Net change in deferred revenue			34,793		4,125
Revenue for financial reporting purposes		$	170,924	$	171,735		(0.5	)

We believe that our recent actions to reduce our overall operating costs through reductions in personnel and discretionary spending and suspending our reporting obligations under the Exchange Act, coupled with our restructured relationship with the Rich Dad Parties, will enable us to generate sufficient liquidity to fund our working capital needs through December 31, 2011. As of the date of this report, we are projecting improved operating results during 2011 compared to 2010. Although we expect our 2011 cash sales to remain relatively flat with 2010, we expect that a full year’s benefit from the cost reduction efforts that were implemented throughout 2010, as more fully discussed above, will provide some improvement in operating results. More specifically, our 2011 operating plan, as approved by our Board of Directors, calls for total cash sales of $81.5 million and adjusted EBITDA of $4.0 million, as those terms are defined under the caption entitled Non-GAAP Financial Measures above. The 2011 operating plan assumes, among other things, that we can effectively execute our business initiatives outlined above and that we do not encounter material negative outcomes as a result of the risks and uncertainties implicit in any plan or those described in the Risk Factors section contained in Part I. Item 1A. of this Annual Report on Form 10-K. We believe that our year-to-date performance against the plan indicates that these anticipated results are achievable; however, there can be no assurance that this will be the case.

~~Revenues remained~~Recent ~~relatively~~Operating flat in 2009 compared with 2008 despite the overall declining cash sales from our courses and products, primarily due to the initial recognition of $23.0 million of course breakage associated with the real estate training component of the RDE brands. Prior to the fourth quarter of 2009, no course breakage was recognized for RDE because we lacked sufficient historical data to establish breakage trends in accordance with our accounting policy. Course breakage for our Proprietary brands in 2009 was $10.7 million compared with $19.5 million in 2008, a decrease of $8.8 million or 45.1%. Activity

~~The following~~Our ~~table~~operating ~~illustrates~~results for the ~~number~~quarter ofended ~~training events~~December 31, ~~number~~2010 reflected a net loss of ~~customers~~$5.7 ~~and~~million ~~average~~on ~~number~~revenue of ~~customers~~$10.3 ~~per~~million. ~~course~~Revenue ~~for~~during ~~the~~this ~~comparative~~period ~~periods:~~was negatively impacted by:

		Years ended December 31,
						% Change
		2009		2008
Number of courses
	Free introductory workshops		3,594		4,448		(19.2	)
	Basic training sessions		756		847		(10.7	)
	Advanced live courses		690		726		(5.0	)
	Advanced electronic courses		160		137		16.8
	Total		5,200		6,158		(15.6	)
Number of attending customers
	Basic training sessions		26,493		49,451		(46.4	)
	Advanced live courses		10,209		12,183		(16.2	)
	Advanced electronic courses		3,605		3,633		(0.8	)
	Total		40,307		65,267		(38.2	)
Average customers per paid course
	Basic training sessions		35.0		58.4		(40.1	)
	Advanced live courses		14.8		16.8		(11.9	)
	Average		25.4		39.2		(35.2	)

· reduced preview workshop events offered, primarily during the second half of 2010 compared with the same period of 2009;

~~We had~~· reduced ~~approximately~~shipments ~~442,000 total registrants during the year ended December 31, 2009, compared with approximately 494,000 total registrants during the year ended December 31, 2008, a decrease~~ of ~~52,000~~electronic ormedia ~~10.5%.~~to ~~Approximately~~our ~~18.3% of the~~ customers; ~~attending the free preview workshops purchased one or more of our basic training courses during 2009, a decline of 2.5 percentage points from 20.8% in 2008. For basic training~~ and ~~advanced training, the customer pays~~

23· our fourth quarter estimate of breakage revenue, which had the effect of lowering revenue during the period.

~~Table~~As discussed in Management’s Plan above, we made the decision to significantly reduce the preview workshop events during the third quarter of ~~Contents~~2010, and upon further evaluation, slightly increased the number of planned events during the fourth quarter of 2010, but still well below historical levels. Specifically, in the United States, we visited 26 markets in the fourth quarter of 2010 compared to 107 markets in the fourth quarter of 2009. During 2011, we plan on visiting approximately 184 markets in the U.S. The reduced number of preview events during the third quarter of 2010 had the effect of reducing our fourth quarter revenue since we fulfilled fewer basic and advanced training courses during the period. Also, we delayed the shipments of the electronic media to our customers which allowed us time to refresh the course materials. In addition, our breakage revenue estimate was negatively impacted by our October 2009 decision to extend our typical customer contract expiration date from one year to two years.

~~the course~~Our ~~fee~~operating atexpenses, during the ~~time~~fourth quarter, included approximately $0.7 million of ~~registering~~net ~~for~~expenses ~~the~~associated ~~program.~~with ~~See~~litigation ~~Business~~settlements ~~Segments~~and ~~above~~related ~~for~~legal ~~further~~expenses ~~discussion~~involving non-core activities of ~~cash~~our ~~sales~~business. Our general and ~~revenue~~administrative expenses for ~~financial reporting~~the quarter ended December 31, 2010 were $3.9 million, which was 48% lower than in the fourth quarter of 2009.

~~The following~~Net ~~table~~cash ~~provides~~used in operating activities for the ~~percentage~~quarter ofended ~~each~~December 31, ~~media~~2010 ~~source~~was $0.8 million. This represents a significant improvement from $2.9 million used byin ~~prospective~~the ~~customers~~same toperiod ~~register~~of ~~for~~2009 ~~our~~and ~~free~~reflects ~~preview~~the ~~workshops:~~various cost-cutting measures and business optimization efforts that we have made during the most recent quarters of 2010, as more fully discussed in Management’s Plan above.

	Years ended December 31,
	2009			2008
Television		2.4	%		20.1	%
Direct mail		8.9			9.9
Newspaper		2.9			3.8
Website		23.2			26.8
Online advertising		52.4			29.3
Radio and Other		10.2			10.1
Total		100.0	%		100.0	%

~~Our trend~~Table of ~~increasing online advertising and reducing television advertising continued during 2009 as we believe it is a more cost-efficient method of attracting potential customers.~~ Contents

Adjusted ~~Changes~~EBITDA, as described in ~~Deferred~~our ~~Revenue~~ Non-GAAP Financial Measures above, for the quarter ended December 31, 2010 was negative $1.6 million, which was relatively consistent with the first three quarters of 2010. Adjusted EBITDA in 2010, by quarter, was as follows: first quarter — ($1.6) million; second quarter — ($1.9) million; third quarter — ($1.6) million; and fourth quarter — ($1.6) million.

~~Deferred~~Results ~~revenue decreased by $34.8 million in 2009 compared with a decrease~~ of $4.1 million in 2008. This decrease of the deferred revenue balance is primarily attributable to the initial recognition of course breakage for the real estate training component of our RDE segment, as discussed above. Also, to a lesser extent, it is the result of our expansion of the options and use of technology for course fulfillment and the implementation of an outreach notification program, contacting our customers by email and the U.S. mail as courses near expiration. Operations

~~For these~~Our ~~reasons~~operating results, expressed as ~~reflected~~a inpercentage ~~the~~of ~~table~~revenue ~~below,~~for ~~our~~the ~~deferred~~year ~~revenue~~ended asDecember 31, a2010 ~~percentage~~(“2010”) ofand ~~total~~the ~~revenue~~year ~~decreased~~ended ~~20.1~~December ~~percentage~~31, ~~points~~2009 ~~to 47.9% in~~ (“2009”) ~~compared~~are ~~with~~set ~~68.0%~~forth in ~~2008.~~ the table below:

	Years ended December 31,
	2010		2009
(in thousands)	2008			2008
Revenue	100.0	%	100.0	%
Deferred revenue	$	81,919		$	116,712
Operating costs and expenses:
Revenue for financial reporting purposes	$	170,924		$	171,735
Direct course expenses	44.1		41.2
Deferred revenue as a percentage of revenue		47.9	%		68.0	%
Advertising and sales expenses	29.5		30.4
General and administrative expenses	19.9		17.2
Impairment of assets	4.5		1.3
Litigation settlement expenses	1.5		2.9
Total operating costs and expenses	99.5		93.0
Income from operations	0.5		7.0
Other income (loss):
Other income, net	0.2		0.1
Interest income	0.3		0.2
Interest expense	(0.4	)	(0.1	)
Equity loss from investment in real estate	(0.3	)	(0.1	)
Total other income (loss)	(0.2	)	0.1
Income before income taxes	0.3		7.1
Income tax provision	(1.0	)	(1.4	)
Net income (loss)	(0.7	)%	5.7	%

~~We have~~Business expanded the options for course fulfillment in order to reduce the number of expired contracts and the resulting breakage determination. We have increased the number of courses offered on DVDs and via the internet and expanded the number of location options for customers in the United States. Additionally, we have implemented an outreach notification program, contacting our customers by email and the U.S. mail as courses near expiration. Segments

We ~~Operating~~operate ~~Expenses~~ in two business segments: Proprietary brands and the Rich Dad™ Education Brand. The proportion of our total revenue attributable to each segment is as follows:

Direct course expenses

	Years ended December 31,
As a percentage of total revenue	2010		2009
Proprietary brands:
Real estate training	5.8	%	9.5	%
Financial markets training	2.3		7.4
Subtotal	8.1		16.9
Rich Dad™ Education:
Real estate training	74.7		71.2
Financial markets training	17.2		11.9
Subtotal	91.9		83.1
Total consolidated revenue for financial reporting purposes	100.0	%	100.0	%

~~Direct~~Proprietary course expenses relate to our free preview workshops, basic training and advanced training, and consist of instructor fees, facility costs, salaries, commissions and fees associated with our field representatives and related travel expenses. Brands

24Real estate training

During ~~Table~~the past two years, our real estate Proprietary brands have been primarily offered in the United Kingdom. We had some limited offerings in Canada during 2009. We also tested various Proprietary brands during 2009, none of ~~Contents~~which are currently being offered. The Proprietary brands currently include Building Wealth ™, Making Money from Property with Martin Roberts and Women in Wealth™. As discussed in the Our Strategy section of Part I, Item 1A - Business, our focus in the United States has been on enhancing the Rich Dad™ Education brand.

~~The following table sets forth the changes in the significant components of direct course expenses (in thousands):~~ 21

	Years ended December 31,							% of Revenue Years ended December 31,
					% Change 2009 vs. 2008
	2009		2008					2009		2008
Product costs	$	22,904	$	24,244		(5.5	)		13.4		14.1
Course events		19,993		30,244		(33.9	)		11.7		17.6
Salaries, commissions and fees(1)		22,998		21,814		5.4			13.5		12.7
Administrative fees and other		4,523		5,157		(12.3	)		2.6		3.0
Total	$	70,418	$	81,459		(13.6	)		41.2		47.4

Table of Contents

Cash ~~(1)Includes recognition~~sales ofand revenue decreased to $2.3 .7 million and $6.0 million, respectively, in 2010, compared with cash sales and revenue of ~~deferred~~$6.4 ~~commission~~million ~~expense~~and ~~related~~$16.2 million, respectively, in 2009. The decrease in cash sales and revenue was primarily due to ~~RDE~~a ~~real~~reduction ~~estate~~in the number of course events held and a decrease in revenue recognized from course breakage. Revenue from course breakage decreased to $0.9 million in 2010, as compared with $4.2 million in 2009.

~~The decrease~~Financial ininstruments direct course expenses for product costs and course events is primarily attributable to the decrease in the number of events held, the decrease in sales of our Tigrent and RDE brands and improved management and negotiation of seminar hotel rentals and travel expenses. The increase in commissions, fees and payroll in 2009 as compared with 2008 is primarily due to the recognition of $2.3 million of expenses related to RDE course breakage revenue in 2009. We did not have sufficient historical information to record RDE breakage until December 2009; therefore, our 2008 direct course expense did not include costs related to RDE course breakage. training

EduTrades™, ~~Advertising~~the Proprietary brands financial instruments training division, began operations in July 2002 with the acquisition of Teach Me to Trade ®. Under this brand, we provide training to vocational investors in financial instruments, such as stocks, options, futures and ~~sales~~foreign ~~expenses~~ exchange. Our training provides skills and knowledge on trading fundamentals as well as advanced technical analysis to potential investors. We continue to offer Teach Me to Trade ® in the United Kingdom.

~~Advertising~~Cash sales and revenue decreased to $1.2 million and $2.4 million, respectively, in 2010, compared with cash sales ~~expenses~~and revenue of $3.3 million and $12.6 million, respectively, in 2009. The decrease in cash sales was primarily ~~consist~~due to a reduction in the number of ~~two~~events ~~components:~~held. Revenue was impacted by recognition of $0.3 million of course breakage in 2010 compared with $2.1 million of course breakage revenue recorded in 2009.

~~We obtain~~Rich ~~the~~Dad™ majority of our customers through free preview workshops. These preview workshops are offered in various metropolitan areas in the United States, the United Kingdom, and Canada. Prior to the actual workshop, we spend a significant amount of money in the form of advertising through various media channels. Education

25In 2006, we created RDE in alliance with Rich Global, and launched the Rich Dad™ Education brand which is based on the investing principles and philosophy of Robert Kiyosaki as detailed in his best-selling book, Rich Dad Poor Dad. Our Rich Dad™ Education brands provide investor and entrepreneurship training in the United States, the United Kingdom and Canada. See Licensing Agreements with the Rich Dad Parties, contained in Part I, Item 1 of this Annual Report on Form 10-K for information pertaining to our licensing arrangements with Rich Global.

~~Table~~Real ofestate ~~Contents~~training

~~The following~~Cash ~~table~~sales ~~presents~~and ~~the~~revenue ~~expense~~decreased ~~categories~~to ~~that~~$60.7 ~~comprise~~million ~~advertising~~ and $76.6 million, respectively, in 2010 compared with cash sales ~~expenses~~and ~~for~~revenue ~~the~~of ~~year~~$97.7 million ~~ended~~and ~~December~~$121.6 31million, respectively, in 2009. We ~~and~~believe ~~2008~~the decrease in cash sales was primarily attributable to our decision to reduce the number of events held in an effort to increase the profitability of the events. Also, ~~respectively~~to a lesser extent, we believe that the overall decrease in consumer spending and tightening credit markets that impacted the ~~expense categories~~housing asmarket aand ~~percentage~~increased the perception of ~~total~~lower ~~advertising~~profit ~~and~~potential ~~sales~~from ~~expenses~~real ~~(in~~estate ~~thousands):~~investments had a negative impact on our business.

	Years ended December 31,
Expense category	2009				2008
Television	$	2,026	3.9	%	$	11,015	20.6	%
Direct mail		3,162	6.1			4,395	8.2
Newspaper		2,074	4.0			2,572	4.8
Internet		17,840	34.3			9,963	18.6
Radio and other		7,231	13.8			8,099	15.2
Media spending		32,333	62.1			36,044	67.4
Outreach sales commissions		3,783	7.3			6,056	11.4
RDE licensing fees(a)		15,930	30.6			11,356	21.2
Advertising and sales expenses	$	52,046	100.0	%	$	53,456	100.0	%

Revenue was also impacted by the recognition of $13.3 million of course breakage in 2010 compared with $23.0 million of course breakage revenue recorded in 2009.

Financial ~~(a)Includes recognition~~instruments ~~of $2.3 million of deferred license fees related to RDE real estate course breakage.~~ training

~~Media spending~~Cash ~~decreased~~sales byand ~~10.3%~~revenue ~~for~~in ~~the~~2010 ~~year~~were ~~ended~~$18.2 million ~~December~~and $17.7 31million, ~~2009~~respectively, compared with ~~the same period in 2008~~$28.8 million ~~Media~~and ~~spending~~$20.5 million, ~~as a percentage of revenue~~respectively, ~~was 18.9%~~ in 2009 ~~compared with 21~~.0% inThe ~~2008. This~~ decrease ofin ~~2.1 percentage~~cash ~~points~~sales in ~~media~~the ~~spending~~third asquarter ~~a percentage~~ of ~~revenue~~2010 iswas primarily ~~attributable~~due to the ~~decreased~~decrease ~~spending~~ in ~~television advertising which tends to carry~~ the ~~highest~~number ~~costs. Decreased spending was partially offset by costs associated with the launch~~ of ~~multiple~~our ~~new~~free ~~offerings,~~preview ~~higher~~workshop ~~customer~~events ~~acquisition costs associated with increased marketplace saturation of the RDE brands~~held, ~~inefficiencies realized in transitioning vendor relationships~~ and ~~creative expenses related to our rebranding efforts. The 40.3% increase in licensing fees is primarily attributable to~~ the ~~recognition~~ ofimpact ~~$2.3 million in deferred license costs related to recognition~~ of ~~RDE course breakage which began in 2009. We continued to redirect our media spending from television to Internet and website advertising during 2009, as outlined in~~ the ~~following~~weak ~~table:~~ economy.

	Years ended December 31,
	2009			2008
Television		6.3	%		30.6	%
Direct mail		9.8			12.2
Newspaper and magazine		6.4			7.1
Internet and website		55.2			27.6
Radio and other		22.3			22.5
Total		100.0	%		100.0	%

We will not have sufficient historical data necessary to allow us to record course breakage for Rich Dad financial instruments training until fiscal year 2011.

Year ~~General~~Ended ~~and~~December 31, ~~administrative~~2010, ~~expenses~~ compared to Year Ended December 31, 2009

~~General~~As ~~and~~discussed ~~administrative~~in ~~expenses~~more ~~primarily~~fully ~~consist~~in ofthe ~~compensation~~above section entitled Management’s Plan, ~~benefits~~we have significantly reduced the number of live events held, ~~insurance~~eliminated historically weak markets for live events and reduced the frequency with which we visit any one particular market. We believe these actions will improve the profitability of each event on the live event schedule. While we implemented many of these changes early in 2010, ~~professional~~upon ~~fees~~reevaluation, ~~facilities~~we ~~expense~~made ~~and travel~~additional ~~for~~significant modifications in the ~~corporate~~third quarter of 2010 in order to optimize our operating structure. The primary focus of the reduction of scheduled events is in the U.S. During 2010, we implemented reductions in staff to align with our anticipated sales level. In addition, aswe ~~well~~have asdecreased ~~depreciation~~occupancy costs and ~~amortization~~have ~~expenses~~reduced operating costs in all areas. Many of these cost-cutting measures occurred throughout 2010, and therefore, a portion of the cost-cutting benefits were not fully reflected in 2010 operating results.

2622

Table of Contents

~~The following table sets forth the changes in significant components of general and administrative expenses for the time periods set forth below (in thousands):~~ Revenue

	Years ended December 31,							% of Revenue Years ended December 31,
					% Change 2009 vs. 2008
	2009		2008					2009		2008
Office and facility costs	$	3,883	$	5,223		(25.7	)		2.3		3.0
Salaries, wages and benefits		15,275		19,153		(20.2	)		8.9		11.2
Legal fees		4,141		1,848		124.1			2.4		1.1
Accounting and auditing fees		1,499		2,275		(34.1	)		0.9		1.3
Other professional fees		2,153		1,592		35.2			1.2		0.9
Other		3,569		3,879		(8.0	)		2.1		2.3
Total	$	30,520	$	33,970		(10.2	)		17.8		19.8

Revenue in 2010 was $102.6 million compared with revenue of $170.9 million in 2009, a decrease of $68.3 million, or 40.0%. The decrease in revenue in 2010, compared with 2009, was primarily due to the reduction in the number of events we held in an effort to improve the profitability of each event and, to a lesser extent, the continuing decline in overall customer demand for our products and the related fulfillment of our training courses. Other factors contributing to the decreased revenue in 2010 included the decline in breakage revenue recognized during 2010 compared with 2009 (approximately $19.0 million) and the decline in electronic media sent to our customers during 2010 compared with 2009 (approximately $17.6 million). Breakage revenue in 2010, compared to 2009, was negatively impacted by the modified contract terms that we began offering in October 2009, which extended the typical contract expiration date from one year to two years. The decline in electronic media sent to our customers in 2010 compared with 2009 was the result of our decision made during the second half of 2010 to delay the sending of the CD-ROMs, in order to allow us time to freshen the content of the materials.

~~In 2009,~~A wereconciliation ~~increased focus on the alignment~~ of ~~the~~cash ~~Company's~~sales ~~general and administrative expenses in relation~~ to ~~current~~revenue ~~business~~is ~~conditions~~as ~~and~~follows ~~decline~~ (in ~~sales. In connection with the initiative to improve alignment~~thousands, weexcept ~~significantly reduced headcount and the related salary, benefit and office expenses, renegotiated our insurance costs and reduced IT and facility costs.~~ percentages):

The Company's legal fees in 2009 increased by $2.3 million as compared with legal fees in 2008, primarily because of $1.3 million of litigation expenses incurred in the process of settling lawsuits related to a foreign non-core investment. In addition, we continue to incur legal fees related to on-going litigation related to the cases discussed below.

	Years ended December 31,				% of Cash Received Years ended December 31,
	2010		2009		2010		2009
Cash received from course and product sales:
Basic training sessions	$	8,046	$	14,947	9.6	%	11.0	%
Advanced courses	64,577		102,266		77.0		75.1
Product sales	6,748		11,673		8.0		8.6
Other	4,531		7,245		5.4		5.3
Total cash received from course and product sales	83,902		136,131		100.0	%	100.0	%
Net change in deferred revenue	18,733		34,793
Revenue for financial reporting purposes	$	102,635	$	170,924

The ~~$0.8 million~~ ~~decrease~~following intable ~~accounting~~illustrates ~~and auditing fees for 2009 compared with 2008 is primarily attributable to~~ the ~~cessation~~number of ~~the~~training ~~costs~~events, ~~associated~~number ~~with~~of ~~restatements.~~customers ~~The $0.6 million~~and ~~increase~~average innumber ~~other~~of ~~professional~~customers ~~fees~~per course for ~~2009~~the ~~compared~~comparative ~~with 2008 is primarily attributable to external fees paid in connection with our rebranding efforts during 2009.~~ periods:

Litigation settlement expenses

	Years ended December 31,		% of Category
	2010	2009	2010		2009
Number of courses:
Free introductory workshops	2,266	3,594	66.5	%	69.1	%
Basic training sessions	489	756	14.3		14.5
Advanced live courses	476	690	14.0		13.3
Advanced electronic courses	176	160	5.2		3.1
Total	3,407	5,200	100.0	%	100.0	%
Number of attending customers:
Basic training sessions	18,391	26,493	68.8	%	65.7	%
Advanced live courses	5,977	10,209	22.3		25.3
Advanced electronic courses	2,379	3,605	8.9		9.0
Total	26,747	40,307	100.0	%	100.0	%
Average customers per paid course:
Basic training sessions	37.6	35.0
Advanced live courses	12.6	14.8
Average	25.3	25.4

~~Litigation~~We ~~settlement~~had ~~expenses~~approximately in285,000 ~~2009~~total ~~were~~registrants ~~$3.8 million~~during ~~and~~the ~~include~~year ~~costs~~ended ~~associated~~December 31, 2010, compared with approximately 442,000 total registrants during the ~~settlement~~year ofended ~~lawsuits~~December 31, ~~related~~2009, to a ~~non-core~~decrease ~~real~~of ~~estate~~157,000, ~~investment~~or in35.5%. ~~Costa~~Approximately ~~Rica,~~21.8% of the ~~circumstances~~customers ~~surrounding~~attending ~~which~~the ~~are~~free ~~not~~preview ~~typical~~workshops or in ~~the~~2010 ~~ordinary~~purchased ~~course~~one or more of our ~~business~~basic training courses, which was higher than the 18.3% ~~There~~in ~~were~~2009. noWe ~~similar~~believe ~~litigation~~that ~~settlement expenses~~this increase is directly related to our decision to reduce the price of our basic training courses beginning in ~~2008~~July 2010. For basic training and advanced training, the customer

~~Impairment of assets~~ 23

InTable ~~2009, we recorded impairment charges totaling $2.2 million. Of the $2.2 million, $1.7 million is related to our investment in Tranquility Bay~~ of Southwest Florida, LLC ("Tranquility Bay"), whose value we consider impaired because of liens on the property and deteriorating real estate market conditions in Southwest Florida where the property is located. We also incurred an impairment of $0.2 million on a note receivable that we hold related to property in Central Florida as the result of a settlement agreement with the owner of the property. In addition, we determined that our Bizflow accounting software and the customer list related to our Mortgage Reduction System ("MRS") product no longer have value and these were impaired as of December 31, 2009. Contents

27pays the course fee at the time of registering for the program. See the section entitled above Business Segments for a further discussion of cash sales and revenue.

~~Table~~The following table provides the percentage of ~~Contents~~each media source used by prospective customers to register for our free preview workshops:

In 2009, we recorded impairment charges, as follows (in thousands):

	Years ended December 31,
	2010		2009
Online advertising	61.3	%	52.4	%
Website	21.9		23.2
Direct mail	8.1		8.9
Newspaper	2.1		2.9
Television	0.9		2.4
Radio and Other	5.7		10.2
Total	100.0	%	100.0	%

Investment in real estate (Tranquility Bay)	$	1,661
Note receivable collaterized by land and building		247
Bizflow accounting software		103
MRS customer list		151
Total	$	2,162

Our trend of increasing online advertising and reducing television advertising continued during 2010 as we believe it is a more cost-efficient method of attracting potential customers.

~~In 2008,~~Operating we recognized an impairment of $2.2 million for the corporate aircraft to reflect its decline in fair market value resulting from the general economic downturn and the reduction in the market for such assets. The impairment of the note receivable from Tranquility Bay was a result of the downturn in the real estate market in Southwest Florida. See Note 6—Notes Receivable in the Notes to Consolidated Financial Statements for further discussion. The Teach Me To Trade® trademark and Teach Me U™ software were impaired with the discontinuation of this brand in the U.S. While we continue to sell this brand in the UK, projected sales did not support the carrying value of these assets and they were fully impaired in 2008. Expenses

~~In 2008,~~Operating ~~our~~expenses ~~impairment~~as ~~charges~~a ~~consisted~~percentage of revenue in 2010 and 2009, as disclosed in the ~~following~~various (tables below, provides a comparable metric as if we had compared operating expenses as a percentage of cash sales in ~~thousands~~2010 and 2009. Cash sales (a non-GAAP financial measure discussed above): declined 38.4% in 2010 compared with 2009 and revenue declined 40.0% in 2010 compared with 2009.

Corporate aircraft	$	2,217
Note receivable Tranquility Bay		500
Teach Me U™ software		166
Teach Me To Trade® trademark		173
Total	$	3,056

Direct course expenses

Direct ~~Income~~course ~~(loss)~~expenses ~~from~~relate ~~operations~~ to our free preview workshops, basic training and advanced training, and consist of instructor fees, facility costs, salaries, commissions and fees associated with our field representatives and related travel expenses.

~~We had income from operations of $11.9 million in 2009, compared with $0.2 million loss from operations in 2008.~~ The ~~$12.1 million~~ ~~increase~~following intable ~~the~~sets ~~income~~forth ~~from operations was primarily due to~~ the ~~recording~~changes ofin ~~breakage revenue of $23.0 million for~~ the ~~real~~significant ~~estate~~components ~~component~~ of ~~our~~direct ~~RDE~~course ~~segment~~expenses (in ~~the fourth~~thousands, ~~quarter~~except ~~of 2009.~~ percentages):

Interest income

	Years ended December 31,				% of Revenue Years ended December 31,
	2010		2009		2010	2009
Fulfillment costs	$	14,175	$	22,904	13.8	13.4
Course events	15,071		19,993		14.7	11.7
Salaries, commissions and fees	13,079		22,998		12.7	13.5
Administrative fees and other	2,941		4,523		2.9	2.6
Total	$	45,266	$	70,418	44.1	41.2

~~Interest~~The ~~income~~decrease in ~~2009~~direct ~~decreased~~course byexpenses ~~$0.9 million~~was toprimarily ~~$0.4 million~~attributable ~~compared~~to ~~with~~the ~~$1.3 million~~decrease in ~~2008.~~the ~~The~~number ~~decrease in~~of ~~interest~~events ~~income~~held, isthe ~~due~~reduction toin apersonnel ~~reduction~~and inimproved ~~the~~management ~~balances~~and negotiation of ~~our~~seminar ~~interest-bearing~~hotel ~~cash~~rentals and ~~cash~~travel ~~equivalent~~expenses. ~~accounts~~The ~~and~~increase ain ~~continued~~course ~~reduction~~events, inas ~~interest~~a ~~rates~~percentage ~~earned~~of revenue, was primarily due to ~~general~~the ~~economic conditions.~~costs associated with an additional conference held during 2010 compared with 2009.

Advertising ~~Gain~~and onsales ~~disposition of assets~~ expenses

~~Gain~~Advertising ~~on the disposition of assets was $1.0 million in 2008,~~ and ~~resulted~~sales ~~from~~expenses ~~the~~consist ~~sale~~ of ~~certain~~purchased ~~Costa~~media ~~Rica~~to ~~assets~~generate ~~held~~registrations ~~for sale~~to atour ~~December 31,~~free ~~2008.~~preview ~~There~~workshops, ~~were~~and nocosts ~~such~~associated ~~items~~with insupporting ~~2009.~~customer recruitment.

~~Income tax provision~~ 24

InTable ~~2009~~of and consistent with 2008, we recorded a full valuation allowance against all net deferred tax assets because there was not sufficient evidence to conclude that we would more likely than not realize those assets prior to expiration. The income tax provision in 2009 and 2008 was $2.4 million and $1.3 million, respectively. For both 2009 and 2008, the Company recorded state income tax expense pertaining to jurisdictions where we did not have sufficient net operating losses ("NOLs") to offset Contents

28We obtain the majority of our customers through free preview workshops. These preview workshops are offered in various metropolitan areas in the United States, the United Kingdom, and Canada. Prior to the actual workshop, we spend a significant amount of money in the form of advertising through various media channels.

~~Table~~The following table presents the expense categories that comprise advertising and sales expenses and the expense categories as a percentage of ~~Contents~~total advertising and sales expenses (in thousands, except percentages):

taxable income. In 2009, we utilized our remaining federal NOLs and available alternative minimum tax credits that had been generated in previous years.

	Years ended December 31,				% of Revenue Years ended December 31,
	2010		2009		2010	2009
Internet	$	11,092	$	17,840	10.8	10.4
Direct mail	1,989		3,162		1.9	1.9
Television	361		2,026		0.4	1.2
Newspaper	789		2,074		0.8	1.2
Radio and other	2,822		7,231		2.7	4.2
Total media spending	17,053		32,333		16.6	18.9
Telemarketing sales commissions	3,453		3,783		3.3	2.2
RDE licensing fees	9,813		15,930		9.6	9.3
Advertising and sales expenses	$	30,319	$	52,046	29.5	30.4

Media ~~Management's~~spending ~~Plan~~ decreased by 47.3% for the year ended December 31, 2010, compared with 2009. This decrease was primarily due to the decrease in the number of events held, and increased use of internet advertising. Media spending decreased to $60 per registrant in 2010 from $73 per registrant in 2009, reflecting improved spending efficiency.

The ~~financial~~allocation ~~statements~~of ~~have~~our ~~been~~media ~~prepared~~spending inas ~~contemplation~~a percentage of ~~management's~~total ~~plan~~media ~~for~~spending ~~2010~~is ~~which~~presented ~~assumes~~in athe ~~viable~~following ~~operational and financial structure.~~ table:

At and for the year ended December 31, 2009, we had a consolidated shareholders' deficit of $44.9 million and a negative cash flow of $12.8 million. As a result, management evaluated whether we have the ability to have sufficient liquidity to fund working capital needs. In its analysis, management analyzed projected sales and expenses as they compared to historical trends and recent performance. In addition, management included a potential negative factor in the event that economic conditions continued to deteriorate. We believe our business expenses to be scalable to the relative size of our revenues and we continue to control costs through reductions in staff and various cost-cutting measures including facilities consolidation and renegotiations with our vendors, including our information technology and media vendors to align the size of our Company with projected revenue. Additional cash flow may be received upon our continued efforts to sell our non-core assets.

	Years ended December 31,
	2010		2009
Internet and website	65.0	%	55.2	%
Direct mail	11.7		9.8
Television	2.1		6.3
Newspaper and magazine	4.6		6.4
Radio and other	16.6		22.3
Total	100.0	%	100.0	%

~~In addition,~~We ~~the~~continue ~~Letter Agreement dated March 16, 2010 with the Rich Dad Parties will include terms favorable~~ to ~~our~~redirect ~~cost structure and should assist us in~~ our ~~effort~~media tospending ~~minimize our negative cash flow~~ from ~~operations.~~television ~~Based~~and onprint ~~this~~media ~~analysis, management has concluded that our Company should have sufficient cash~~ to ~~meet~~internet-based ~~its obligations during 2010~~outlets.

~~It is~~General ~~possible that the actual results of management's plans could be materially worse than anticipated, or that one or more of management's significant judgments or estimates concerning the risks~~ and ~~uncertainties~~administrative affecting us could prove to be materially incorrect. We are currently negotiating the definitive agreement with the Rich Dad Parties, however, there can be no assurances that such agreement will be finalized. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets nor relating to the amounts and classification of liabilities that may be necessary if we are presented with unforeseen material adverse events or fail to successfully address any Risk Factors previously discussed. expenses

General ~~Licensing~~and ~~Agreements~~administrative ~~with~~expenses primarily consist of compensation, benefits, insurance, professional fees, facilities expense and travel for the ~~Rich~~corporate ~~Dad~~staff, ~~Parties~~ as well as depreciation and amortization expenses.

~~Effective~~The ~~July 18,~~following ~~2006,~~table wesets ~~entered~~forth ~~into a limited liability company agreement with Rich Global to promote~~ the ~~financial philosophy~~changes ~~espoused by Robert Kiyosaki~~ in ~~his~~significant ~~book,~~components ~~Rich Dad Poor Dad. Under this agreement, we established a limited liability company named Rich Dad Education, LLC, 51%~~ of ~~which~~general ~~was owned by us,~~ and ~~the~~administrative ~~remaining~~expenses ~~49% by Rich Global. Pursuant to a license agreement dated July 6, 2006, Rich Global granted RDE a license to use the Rich Dad trademarks, trade names and other business information~~ (in ~~seminars that it conducts in the United States~~thousands, ~~Canada~~except ~~and the United Kingdom.~~ percentages):

We entered into a Letter Agreement with the Rich Dad Parties to amend and restructure the agreements pursuant to which we license and operate the Rich Dad brand. Rich Global and RDO are entities controlled by Robert and Kim Kiyosaki. Mr. Kiyosaki is the author of the internationally best selling Rich Dad Poor Dad and other books that teach readers about financial literacy. The Company provides courses that are based on the teachings and philosophies outlined by Mr. Kiyosaki in the Rich Dad Poor Dad book series. The Company and the Rich Dad Parties have agreed to enter into (i) a new license agreement for the Rich Dad brand, (ii) a cooperative marketing agreement that contemplates the development and implementation of improved customer contact management strategies and (iii) a termination and settlement agreement related to the Company's previous licensing agreement for the Rich Dad brand. These new agreements, as contemplated in the Letter Agreement, will be effective through December 31, 2014.

	Years ended December 31,				% of Revenue Years ended December 31,
	2010		2009		2010	2009
Office and facility costs	$	2,791	$	3,883	2.7	2.3
Salaries, wages and benefits	11,743		15,275		11.4	8.9
Legal fees	1,595		2,984		1.6	1.8
Accounting and auditing fees	940		1,499		0.9	0.9
Other professional fees	959		2,153		1.0	1.2
Other	2,381		3,569		2.3	2.1
Total	$	20,409	$	29,363	19.9	17.2

2925

Table of Contents

~~Under the~~The ~~terms~~decrease ofin ~~the~~general ~~Letter~~and ~~Agreement,~~administrative ~~the~~expenses ~~Company~~was ~~and~~due ~~RDO~~primarily ~~have agreed~~ to ~~enter into a new license agreement for~~ the ~~Rich~~reduction ~~Dad~~in ~~brand~~costs ~~for~~related ato ~~term~~salaries, ofwages ~~approximately~~and ~~five years~~benefits, ~~i.e., until~~ ~~December 31,~~and ~~2014.~~office ~~Rich~~and ~~Global~~facility ~~will~~costs beresulting afrom ~~consenting~~our ~~party~~significant topersonnel ~~the~~reductions ~~license~~as ~~agreement~~part ~~with respect to the use~~ of ~~its~~our ~~database.~~continuing ~~The~~efforts ~~license agreement gives the Company the non-exclusive right~~ to ~~sell~~reduce ~~and~~our ~~market~~overall ~~Rich~~cost ~~Dad~~structure, ~~products~~consistent inwith ~~live~~our ~~seminars~~current ~~and~~business ~~training~~model. ~~courses~~We inalso ~~the~~benefited ~~United~~from ~~States~~lower legal, ~~Canada~~accounting and ~~the~~other ~~United~~professional ~~Kingdom~~fees. ~~The~~During ~~license~~2009, ~~agreement~~we ~~provides~~incurred ~~that~~higher ~~the Company~~legal ~~must~~costs ~~establish~~associated awith ~~reserve~~outstanding ~~account~~general inlitigation anmatters ~~amount~~than ~~equal~~in to2010. ~~30%~~Included ofin ~~the~~salaries, ~~Company's~~wages ~~deferred~~and ~~revenues~~benefits ~~during~~in ~~the~~2010, ~~term~~is ofapproximately ~~the license agreement~~$1.0 ~~The~~million ~~purpose~~ of ~~the~~severance ~~reserve~~pay ~~account~~associated ~~is to ensure that the Company can fulfill its contractual commitments to the Company's students. The reserve account will be funded~~ with ~~fulfillment~~our ~~royalty~~2010 ~~payments~~down-sizing and ~~any funds received from~~ the ~~renegotiation~~departure of ~~a letter~~our ~~agreement~~former ~~with~~CEO. ~~RDO's~~Severance ~~licensed~~expense ~~third~~in ~~party~~2009 ~~coaching~~was ~~services~~$0.3 ~~provider and the Company's merchant deposit reserve funds~~million. InOther ~~addition,~~professional ~~the~~fees ~~Company~~in ~~will~~2009 ~~pay~~included ~~into~~public ~~the~~relations ~~reserve~~expenses ~~account~~associated onwith aour ~~monthly basis~~rebranding ~~the~~efforts, ~~amount by~~ which ~~the~~did ~~average~~not ~~cash~~recur ~~balance of all unrestricted funds~~ in Tigrent's accounts for the prior 90 day period (excluding the proceeds from the sale of, or other realization upon, any non-core assets or any cash accounts from RDE made available to Tigrent) exceeds $6 million2010.

~~Until the~~Litigation ~~reserve~~settlement ~~goal has been met, the Company will pay to RDO a current royalty of 3% of gross revenue (net of merchant fees, taxes, shipping refunds, rebates, bad debt~~ and sums paid to RDO's third party coaching provider under a separate cross marketing agreement) and 5% of gross revenue ("Fulfillment Royalty") into the reserve account. Fulfillment Royalties are deferred royalties payable to RDO upon the Company achieving the reserve goal. After the Reserve Account has been fully funded, the Company will pay to RDO royalty payments equal to 10% of Gross Revenue in lieu of paying the current royalty to RDO and the Fulfillment Royalty into the reserve account. If the amount in the reserve account exceeds the reserve goal, the excess funds will be withdrawn from the Reserve Account and shall be first applied to the deferred Fulfillment Royalties that are due to RDO and second to the Company for actual expenses related tolegal ~~fulfillment of student agreements.~~ expenses

~~The license~~Litigation ~~agreement~~settlement ~~will~~and ~~contain~~related ~~covenants~~legal ~~relating~~expenses toin ~~performance~~2010 ~~standards~~ and ~~cash~~2009 ~~operating~~were ~~profits~~$1.5 ~~The~~million ~~Company~~and is$5.0 million, ~~limited~~respectively, ~~from~~and ~~making~~include ~~any~~costs ~~capital~~associated ~~expenditures~~ with ~~any~~the ~~businesses other~~settlement ~~than~~of ~~the~~lawsuits ~~Rich~~related ~~Dad~~to ~~Education~~non-core ~~Business~~real ~~which~~estate ~~exceed $500~~activites,~~000~~ ~~per~~together ~~year~~with ~~without~~their ~~obtaining~~related ~~written~~legal ~~approval from RDO~~costs. The ~~Company~~circumstances ~~must~~surrounding ~~also~~these ~~consult~~matters ~~with~~are ~~RDO~~not ~~prior~~typical ~~to hiring a chief executive officer, chief financial officer~~ or ~~any~~in ~~other officers who reports directly to~~ the ~~chief~~ordinary ~~executive~~course ~~officer. RDO will have the right to allow one (1) representative to observe all meetings~~ of ~~the Company's~~our ~~Board of Directors in a non-voting capacity~~business.

~~Under the~~Impairment ~~Letter Agreement, the Company and Rich Global have agreed to dissolve RDE, the limited liability company that was formed to operate the Rich Dad business, 49%~~ of which was owned by Rich Global and 51% by the Company. The Company will redeem Rich Global's 49% interest in RDE and will have responsibility for any and all liabilities remaining in RDE, including but not limited to obligations related to the fulfillment of course work for the Rich Dad students. Company will issue 9.9% of its issued and outstanding common stock to Rich Global and will reimburse it for costs prepared in filing a Schedule 13D. The Company's common stock issued to Rich Global will be subject to a shareholder agreement with the Company, which will give Rich Global demand and piggyback registration rights after January 1, 2011. The parties have agreed to amend the operating agreement to address certain tax matters and allocate final distributions to the Company and Rich Global, which includes the distribution to Rich Global of all of RDE's rights in the database, leads generated from the data base and the Rich Dad domain name. assets

~~In connection~~We ~~with~~recorded ~~the~~impairment ~~dissolution~~charges ofduring ~~RDE,~~2010 ~~the Company~~ and ~~Rich Global have agreed to terminate certain agreements related to the previous license agreement~~2009, ~~which are (i) the Administrative Services Agreement dated July 18, 2006,~~ as ~~amended,~~follows (~~ii) the~~in ~~License Agreement dated July 18, 2006 between RDE and the Company and (iii~~thousands) ~~the License Agreement dated July 18, 2006 between RDE and Rich Global. The Company has agreed to release Rich Global from all general~~ :

	2010		2009
Note receivable collaterized by land and building (SCB building) (a)	$	2,968	$	247
Investment in real estate (Tranquility Bay) (b)	726		1,661
Investment in real estate (Costa Rica) (c)	204		—
Land and building (corporate office) (d)	641		—
Software	122		103
MRS customer list	—		151
Total	$	4,661	$	2,162

~~Table~~(a) In connection with the sale of ~~Contents~~this note to an unrelated third party on October 5, 2010, we recorded an impairment charge during the quarter ended September 30, 2010 to decrease the note’s value to its fair market value. In 2009, we incurred an impairment of $0.2 million on this note receivable in connection with a settlement agreement reached with the owner of the underlying property.

~~claims related~~(b) In toconnection ~~RDE~~with ~~and~~a ~~Rich~~settlement ~~Global~~agreement ~~has~~reached ~~agreed~~in toOctober 2010, ~~release~~we ~~the~~transferred ~~Company~~title ~~from~~of ~~specific~~Tranquility ~~monetary~~Bay ~~and~~in ~~other~~exchange ~~claims~~for ~~that~~a itcredit ~~alleged~~to us of $0.3 million against ~~the~~sums ~~Company~~due and ~~RDE~~coming indue ~~connection~~under ~~with~~certain ~~its~~notes ~~letter~~and ~~dated March~~a deferral of further payments under the notes until February 2715, ~~2009~~2011. ~~alleging~~Based ~~certain~~on ~~defaults.~~the Invalue ~~addition~~received from this exchange, we recorded an impairment charge of $0.5 million during the ~~Company~~quarter ~~and~~ended ~~Rich~~September 30, ~~Global~~2010. ~~also~~We ~~intend~~had previously recorded an impairment charge on ~~entering~~this ~~into~~property aof ~~cooperative~~$0.2 ~~marketing~~million ~~and~~during ~~advertising~~the ~~agreement~~first ~~with~~quarter ~~Professional~~of ~~Education Institute~~2010. ~~("PEI")~~In to2009, ~~provide~~we ~~for~~recorded ana ~~improved~~$1.7 ~~customer~~million ~~contact~~impairment ~~strategy~~charge ~~and~~on tothis ~~increase~~property ~~marketing~~because ~~and~~of ~~advertising~~deteriorating ~~efficiencies.~~real ~~The~~estate ~~marketing~~market ~~agreement~~conditions ~~will~~in beSouthwest ~~co-terminus~~Florida, ~~with~~where the ~~RDO licensing~~property ~~agreement.~~is located, and liens on the property.

~~The parties~~(c) Based ~~are~~on ~~currently~~inquiries ~~negotiating~~we made regarding the ~~definitive~~salability ~~documents~~of ~~related~~our tonon-core ~~the~~real ~~restructuring~~estate ~~agreements,~~investment ~~however~~in Costa Rica, ~~there~~we ~~can~~determined bethat nothe ~~assurances~~book ~~that~~value ~~such~~of ~~documents~~our ~~will~~investment bewas ~~finalized.~~higher than the estimated fair value and recorded an impairment charge, accordingly, during the third and fourth quarters of 2010.

(d) Based ~~Known~~on ~~Trends~~ our discussions with real estate brokers regarding the potential sale of our corporate headquarters, we recorded an impairment charge of $0.6 million during the quarter ended September 30, 2010, to reflect the estimated fair market value.

InIncome ~~general,~~from our financial results for the year ended December 31, 2009 were adversely affected by the continuing economic recession, the rise in unemployment and the increased cost and decreased availability of consumer credit, particularly in the United States. operations

We ~~continued~~ tohad ~~experience~~income ~~declining~~from ~~revenue~~operations of $0.5 million in ~~the~~2010, ~~Company's~~compared ~~Proprietary~~with ~~brands~~$11.9 million ~~during~~income from operations in 2009. ~~During~~The $11.4 million decrease in income from operations was primarily due to the ~~second~~recording ~~and~~of ~~third~~breakage ~~quarters~~revenue of ~~2008,~~$23.0 million wefor ~~discontinued~~the ~~our Building~~real ~~Wealth™~~estate ~~and~~component of our ~~Teach~~Rich MeDad™ toEducation ~~Trade®~~segment ~~Brands~~ in the ~~United~~fourth ~~States~~quarter ~~and Canada~~of ~~and~~2009 ~~reduced~~compared ~~the~~with ~~number~~$13.3 million recorded during all of ~~events~~2010. ~~held~~Also, ~~for~~as ~~Proprietary~~discussed ~~brands~~above, inthe ~~response~~2010 toimpairment ~~economic~~charges ~~trends~~were approximately $2.5 ~~Our~~million ~~trend~~higher in ~~sales~~2010 ofthan ~~our~~in ~~Proprietary~~2009, ~~brands~~which ~~has~~also ~~stabilized~~contributed asto aour ~~smaller~~decreased ~~percentage~~income offrom ~~our~~operations ~~revenue.~~in 2010.

No course breakage was recognized for RDE brands until December 2009 because we lacked sufficient historical data to calculate and record course breakage for these offerings in accordance with our accounting policy. In December 2009, we had two years of expired contract data for the real estate courses from our U.S. RDE brands and recognized breakage revenue on these brands at that time. Based on the Company's experience, we recognized $23.0 million in revenue related to RDE brands' breakage in the fourth quarter of 2009. The impact of recording breakage revenue was partially offset by $4.6 million of related deferred course expenses and had no effect on Adjusted EBITDA. RDE Brands' breakage resulted in the recognition of approximately $23.0 million in revenue previously deferred in our results of operations for 2009 and was the primary driver of our reported consolidated net income. However, in 2009, there were significant intersegment operating expenses incurred by RDE, resulting in net income of only $9.8 million for 2009. 26

~~Based on~~Table ~~the continued trend~~ of lower cash sales, we have taken actions to control costs and improve profitability and cash flows in future periods, including significant reductions in staff, facilities consolidation, IT vendor renegotiations and media vendor fee reductions to align the size of our Company with projected revenue. In addition, the new agreements with Rich Global as contemplated in the Letter Agreement dated March 16, 2010, include terms favorable to our cost structure and should assist in our effort to minimize negative cash flow from operations. Contents

Income ~~Liquidity~~tax ~~and Capital Resources~~ provision

Our ~~capital~~income ~~requirements~~tax ~~consist~~provision ~~primarily~~in of2010 ~~working~~and ~~capital~~2009 was $1.1 million and ~~capital~~$2.4 million, ~~expenditures~~respectively. ~~Historically~~For both 2010 and 2009, we recorded state income tax expense pertaining to jurisdictions where we did not have ~~funded~~sufficient ~~our~~net ~~working capital~~operating ~~and~~losses ~~capital~~(“NOLs”) ~~expenditures~~to ~~using~~offset ~~cash~~taxable income. In 2010 and ~~cash~~2009, ~~equivalents~~we onrecorded ~~hand~~a full valuation allowance against all net deferred tax assets because there was not sufficient evidence to conclude that we would more likely than not realize those assets prior to expiration. Also in 2009, we utilized our remaining federal NOLs and available alternative minimum tax credits that had been generated in previous years.

~~The agreement~~Known with Rich Global in effect at December 31, 2009, required us to segregate our cash balances between (i) funds received from RDE customers, and (ii) funds received from the sale of our Proprietary brands. Under the agreement, the Company was restricted from using cash generated from the RDE brands to pay for expenses incurred by our Proprietary brands, except for the payment of license and management fees, reimbursement for the fulfillment of advanced courses purchased by RDE customers, and member distributions paid when cash balances exceeded the cost to fulfill outstanding customer contracts in accordance with our agreement with Rich Global. Trends

In general, our financial results for the year ended December 31, 2010 were adversely affected by decreased demand for our products and services and the continuing weak economic conditions, including the rise in unemployment and the increased cost and decreased availability of consumer credit, particularly in the United States.

~~Table~~In response to the continued decline in sales and its impact on our cash position, we took a series of ~~Contents~~actions during 2010, many of which were implemented in the third quarter of 2010, aimed at increasing our profitability and cash flows. These actions included the modification of the live event schedule to significantly reduce the number of live seminar events and limit our events to the markets believed to be the most profitable, the reduction of the offering price of the basic training courses in an attempt to increase the percentage of customers who purchase basic training courses, and significant staff reductions to reduce our operating cost structure to improve future profitability. During 2010, we reduced our headcount by approximately 46%, representing an annual estimated cost savings of approximately $5.8 million, excluding the one-time impact of severance expense of approximately $1.0 million during 2010. The primary focus of these actions has been in the U.S. Also, as part of our analysis of ways to reduce costs and in light of the high cost of continuing to be a public reporting company under the Exchange Act and complying with the Sarbanes-Oxley Act of 2002, we are deregistering our common stock and suspending our reporting obligations under the Exchange Act. Although deregistering under the Exchange Act is expected to provide substantial savings as a result of the elimination of the costs of being a reporting company under the Exchange Act, it may also result in a less liquid market for our shares.

AsMany of December 31, 2009, our $23.5 million of total cash, cash equivalents and restricted cash balances included $15.1 million attributable to RDE and $8.4 million related to our Proprietary brands business. As of December 31, 2008, the ~~total~~actions ~~cash,~~discussed ~~cash~~above ~~equivalents~~were ~~and~~implemented ~~restricted~~during ~~cash balances of $37.1 million included $27.9 million attributable to RDE and $9.2 million related to our Proprietary brands. The decrease in~~ the ~~RDE~~third ~~cash~~quarter ~~balances in 2009 compared with 2008 reflects declining cash sales~~ of ~~RDE~~2010, ~~products~~ and ~~services~~as ~~during~~a ~~2009~~result, ~~expenditures~~the torelated ~~fulfill~~benefits ~~sales~~ from ~~earlier~~these ~~periods~~cost-cutting ~~and~~measures ~~higher~~were ~~costs~~not tofully ~~attract~~reflected ~~customers~~ in the current ~~economic~~year’s ~~environment.~~operating results.

~~The majority~~As of ~~our~~the ~~cash~~date ~~equivalents~~of ~~were~~this ~~invested in short-term~~report, ~~liquid,~~based ~~money~~on ~~market~~Management’s ~~funds~~Plan and ~~corporate~~our ~~bonds~~recently ~~during~~achieved ~~2009.~~operating ~~Restricted cash balances~~results, ~~consisting~~we ~~primarily of~~believe ~~funds~~that onwe ~~deposit~~have ~~with~~identified ~~credit card processors~~ and ~~cash~~implemented ~~collateral~~a ~~with~~sustainable ~~our~~core ~~credit~~business ~~card vendors, totaled $12~~model.~~7 million~~ ~~at December 31~~However, ~~2009~~our ~~and~~liquidity ~~$13.5 million~~could ~~at December 31,~~be ~~2008.~~negatively Asimpacted ofif ~~December 31,~~we ~~2009,~~realize ~~the~~negative ~~restricted~~outcomes ~~cash~~including ~~balance~~those ~~included~~pertaining ~~$10.8 million attributable~~ to ~~RDE~~the risks and ~~$1.9 million~~uncertainties ~~related~~as todescribed ~~our~~in ~~Proprietary brands. As of December 31, 2008,~~ the ~~restricted~~Risk ~~cash~~Factors ~~balance~~section ~~included~~contained ~~$9.2 million~~in ~~attributable to RDE and $4.3~~Part ~~million~~I. ~~related~~Item ~~to our Proprietary brands~~1A. ~~Restricted cash balances held by credit card processors are unavailable to us unless we discontinue sale~~ of ~~our~~this ~~products.~~Annual AsReport ~~the~~on ~~Proprietary~~Form 10-K ~~brand~~on ~~sales~~form ~~have decreased, our credit card vendors have returned funds held as collateral~~10-K. ~~Conversely, as our Rich Dad brand sales have increased, additional cash has been restricted for use by our credit card vendors.~~

~~Net cash~~Liquidity used in operating activities was $13.9 million in 2009 compared with $13.2 million in 2008, an increase of $0.7 million. This increase includes payments of $1.2 million for the litigation settlement related to our property in Costa Rica as discussed in Note 15—Commitments and ~~Contingencies—Litigation~~ inCapital the Notes to Consolidated Financial Statements contained in this Annual Report and reflects our decline in cash sales in both of our operating segments as discussed in the Business Segments section above and our increased cost of customer acquisition. Resources

~~Net~~ Historically, we have funded our working capital and capital expenditures using cash ~~provided~~and bycash ~~investing~~equivalents ~~activities~~on ~~was~~hand. However, $3we have sustained recurring negative cash flows from operations over the past several years.~~3 million~~ inUnrestricted ~~2009~~cash ~~compared~~and ~~with~~cash equivalents have declined from $223.6 million inat ~~2008~~December 31, an2008 ~~increase~~to of $010.78 million at December 31, 2009 to $4.0 million at December 31, 2010. InAs discussed in the ~~first~~sections ~~quarter~~entitled ofManagement’s ~~2009~~Plan and Known Trends above, we ~~received~~ ~~proceeds~~have ~~from~~taken ~~the~~numerous ~~sale~~actions ofto improve our ~~corporate~~cash ~~aircraft~~flows ofgoing ~~$3.7 million~~forward, and inas ~~the~~a ~~first~~result ~~half~~ of ~~2008~~these actions, we ~~received~~believe $3that we will have sufficient liquidity to fund our working capital needs through December 31, 2011.0 See Risk Factors contained in Part ~~million~~I, Item 1A of ~~proceeds~~this ~~from~~Annual ~~the~~Report ~~sale~~on ofForm 10-K, ~~investments~~for ~~located~~items inthat ~~Costa Rica.~~could negatively impact our business.

~~Net cash~~As ~~used~~of inDecember 31, ~~financing~~2010, ~~activities~~we ~~was~~failed to make approximately $0.3 .6 million inof ~~2009~~royalty ~~compared~~payments ~~with~~ ($12.7 8 million inpertaining ~~2008,~~to a2010 ~~decrease~~activity) ofas $1required under the 2010 Rich Dad License Agreement.4 On March ~~million.~~25, ~~The~~2011, ~~change~~we ~~was~~entered ~~primarily~~into ~~due~~a tocredit agreement with the ~~decrease~~ ofRich $1Dad Parties that converted these royalties due into a promissory note with stated terms.3 See Note ~~million~~14—Subsequent Event in ~~distributions~~the ~~paid~~Notes to ~~Rich~~Consolidated ~~Global~~Financial Statements for the year ended December 31, ~~which~~2010 ~~were~~contained ~~$0.3~~in Part ~~million~~II, Item 8 of this Annual Report for further information. This credit agreement effectively put us back in compliance with the ~~second~~terms ~~quarter~~set offorth ~~2009~~in ~~compared~~the ~~with~~2010 $1Rich Dad License Agreement.~~6 million~~ Beginning in 2011, we resumed paying royalties due relating to 2011 activity under the ~~first~~2010 ~~quarter~~Rich ofDad ~~2008.~~License Agreement.

We ~~have~~ ~~experienced~~expect athat ~~decline in cash sales from both Proprietary brands and RDE brands during 2009. The Company has taken measures to reduce costs and diversify~~ our ~~course~~working ~~offerings~~capital ~~in an~~deficit, ~~effort~~which tois ~~mitigate~~primarily ~~this~~a ~~decline~~result inof ~~cash sales and the proportionate contribution from RDE. We intend on concentrating~~ our ~~efforts~~significant ondeferred ~~the~~revenue ~~Rich~~balance, ~~Dad~~will ~~brand and increase lifetime customer value through cooperative marketing strategies among the Rich Dad partners. We have introduced new course offerings and may~~ continue tofor ~~do so in~~ the foreseeable future. NoAs ~~assurances can be made about the timing and extent~~ of ~~any~~ ~~contribution~~December 31, to2010, ~~sales~~our orconsolidated ~~net~~deferred ~~income~~revenue ~~from~~was ~~these new brands or courses~~$63.2 million.

~~In connection~~Net ~~with~~cash ~~the~~used ~~investigations~~for byoperating ~~the~~activities ~~SEC,~~was ~~DOJ, we are continuing to expend financial resources, albeit significantly less than in prior periods. We estimate that through December 31, 2009, we have incurred over~~ $126.9 8 million in ~~professional~~2010 ~~and~~compared ~~external~~to ~~direct costs associated with these matters in total (~~$013.3 9 million infor ~~the year ended December 31,~~ 2009). ~~The~~Despite ~~costs of~~ the investigations may have a material adverse effect on us. We do not know what the full costs of the investigations or any fines or penalties, if any, will be, nor do we know to what extent our insurance carriers will reimburse us for these expenses. In addition, we continue to expend financial resources for ongoing litigation.

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Table of Contents

~~Historically, we~~negative ~~have~~cash ~~been~~flows ~~able~~from tooperating ~~fund~~activities ~~our~~in ~~operations~~2010, ~~primarily~~the ~~using~~reduction ~~unrestricted~~in ~~cash~~the onuse ~~hand.~~of ~~If our~~ cash onfor ~~hand~~operating isactivities ~~not~~during ~~sufficient~~2010 tocompared ~~fund~~with ~~our~~the ~~operations,~~prior weyear ~~may~~reflects ~~need~~the toimplementation ~~obtain external sources~~ of ~~capital. However,~~ the ~~current~~new ~~economic~~business ~~environment~~initiatives ~~and~~discussed ~~the~~in ~~Company'~~Management’s ~~financial~~Plan ~~results and liquidity position may severely limit our ability to obtain external sources of capital, if necessary~~above.

~~From time~~Net tocash ~~time,~~provided weby ~~evaluate~~investing ~~potential~~activities ~~acquisitions~~was ~~of business products or technologies that complement our business~~$0.4 Tomillion ~~the~~in ~~extent~~2010 ~~that~~compared ~~financial resources are insufficient~~ to ~~fund future activities, we may need to raise additional funds~~$3.3 ~~However,~~million ~~there~~in ~~can be no assurance that additional funding, if needed, will be available~~2009. IfDuring ~~adequate funds are not available on acceptable terms~~2009, we ~~may~~received beproceeds ~~unable~~from tothe ~~expand~~sale ~~our~~of ~~business, develop or enhance~~ our ~~products~~corporate ~~and~~aircraft ~~services, take advantage~~ of ~~future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results and financial condition~~$3.7 million.

~~The Company~~Net ~~has sustained recurring negative~~ cash ~~flows~~used ~~from~~for ~~operations~~financing ~~over~~activities ~~the~~was ~~past two years. Cash and cash equivalents have declined from~~ $~~33.~~0 .5 million atin ~~December 31~~2010, ~~2007~~ compared to $100.8 3 million atin ~~December 31,~~ 2009. The Management has taken several actions to help ensure that the Company will have sufficient liquidity to fund working capital needs through December 31, 2010. On March 16, 2010, the Company entered into a Letter Agreement with the Rich Dad Parties, which provides for, among other things, a new license agreement with RDO that will reduce the Company's cash ~~requirements~~outlay ~~in 2010 relating to license fees due to RDO for the use~~ of ~~the Rich Dad brand~~$0.5 ~~However,~~million there can be no assurances that the new licensing and restructuring agreements with the Rich Dad Parties will be finalized. Also, the Company has continued its efforts to reduce its overall operating costs through reductions in ~~staff and discretionary spending and continues to pursue the sale of our non-core assets. The Company believes that these actions, coupled with meeting its cash projections for~~ 2010, ~~will~~represents ~~enable~~payment iton toa ~~have~~note ~~sufficient liquidity~~related to ~~fund working capital needs through December 31, 2010; however, there can be no assurances that this will be~~ the ~~case~~litigation orsettlement ~~that~~on ~~the~~our ~~Company~~investments ~~will~~in beproperties ~~able to fund operations~~ in ~~future years.~~Costa Rica.

~~The Company~~Our iscash ~~committed~~equivalents were, and continue to be, invested in short-term, liquid, money market funds during 2010. Restricted cash ~~expenditures~~balances consisted primarily of funds on deposit with ~~respect~~credit card processors and cash collateral with our credit card vendors. Restricted cash balances held by credit card processors are unavailable to us unless we discontinue sale of our products or discontinue the ~~contractual~~usage ~~obligations~~of ~~set~~a ~~forth~~vendor’s incredit card. As sales of the ~~following~~products ~~table~~and (services related to our Proprietary brand have decreased, our credit card vendors have returned funds held as collateral, resulting in ~~thousands):~~a decrease in our restricted cash balances.

	Total Debt		Operating Lease Commitments		Total Contractual Obligations
2010	$	854	$	709	$	1,563
2011		817		135		952
2012		813		60		873
2013		274		37		311
2014		128		13		141
Thereafter		2,635		—		2,635
Total	$	5,521	$	954	$	6,475

We are committed to cash expenditures with respect to the contractual obligations set forth in the following table (in thousands):

Non-core investments

	Total Debt		Operating Lease Commitments		Total Contractual Obligations
2011	$	879	$	590	$	1,469
2012	773		291		1,064
2013	307		200		507
2014	—		7		7
Total	$	1,959	$	1,088	$	3,047

Non-core ~~Costa Rica~~ investments

~~As of December 31, 2009, our remaining ownership interest in~~ Costa Rica and Panamanian entities included a hotel and beachfront land concession known as Monterey del Mar, S.A. ("MDM") and Mar y Tierra del Oeste, S.A. ("MTO"), respectively. We have a 67.5% ownership interest in the entities totaling $1.4 million, which is included in Investments in real estate at December 31, 2009. The MDM/MTO investment is accounted for in our consolidated financial statements in accordance with the equity method of accounting. For the year ended December 31, 2009 and 2008, using the equity

33As of December 31, 2010, our remaining ownership interest in Costa Rica and Panamanian entities included a hotel and beachfront land concession known as Monterey del Mar, S.A. (“MDM”) and Mar y Tierra del Oeste, S.A. (“MTO”), respectively. We have a 67.5% ownership or beneficial interest in the entities totaling $1.2 million, which is included in Investments in real estate. The MDM/MTO investment is accounted for in our condensed consolidated financial statements. For the years ended December 31, 2010 and 2009, using the equity method of accounting, we recorded our share of the losses related to our interests in these entities of approximately $0.3 million and $0.2 million, respectively.

~~Table~~In addition, we own a 50% interest in Monterey del Llano, S.A. (“MDL”), which owns a one-third interest in Monterey Group, S.A. (“MG”), whose only asset is two and one-half acres of ~~Contents~~beachfront land adjacent to MDM/MTO, our hotel property. Our former Chairman and Chief Executive Officer, Mr. Whitney, indirectly owns approximately 50% of MDL and 22% of MG. MDL and MG are not operating entities and have no operating results. Therefore, we do not record an equity interest related to these entities.

~~method of~~We ~~accounting,~~have weengaged ~~recorded~~a ~~our~~real ~~share~~estate broker to assist us with the sale of the ~~losses~~hotel, ~~related~~but tothere ~~our~~can ~~interests~~be inno ~~these~~assurance ~~entities~~that ofa ~~approximately~~sale ~~$0.2 million~~will occur in ~~each~~2011 ~~year.~~or at all.

~~In addition,~~Southwest weFlorida own a 50% interest in Monterey del Llano, S.A., which owns a one-third interest in Monterey Group, S.A., whose only asset is two and one-half acres of beachfront land adjacent to MDM/MTO, our hotel property. Our former Chairman and Chief Executive Officer, Mr. Whitney, indirectly owns approximately 50.0% of Monterey del Llano, S.A., and 22.0% of Monterey Group, S.A. Monterey del Llano, S.A., and Monterey Group, S.A., are not operating entities and have no operating results. Therefore, we do not record an equity interest related to these entities. Investment

In 2004, we entered into a joint venture in which we acquired a 50% interest in Tranquility Bay of Southwest Florida, LLC ~~Investment~~ (“Tranquility Bay”) which owns 74 acres of land zoned for residential development in Southwest Florida. The investment entity had no ongoing activity other than minimal costs of carrying the land. We recorded our share of these costs using the equity method of accounting. On August 25, 2009, we exercised our rights under a previously disclosed settlement agreement to receive the controlling membership interests in Tranquility Bay and control the real property that is owned by Tranquility Bay. The fair value of the real property was included in Investments in real estate at December 31, 2009.

In 2004, we entered into a joint venture in which we acquired a 50% interest in Tranquility Bay of Southwest Florida, LLC ("Tranquility Bay") which owns 74 acres of land zoned for residential development in Southwest Florida. The investment entity had no ongoing activity other than minimal costs of carrying the land. We recorded our share of these costs using the equity method of accounting. 28

~~In May~~Table 2007, we entered into a purchase and sale agreement to sell our 50% ownership to our partner in the joint venture, Gulf Gateway Enterprises, LLC ("GGE"), a Florida limited liability company, for the price of $4.2 million. As a part of this agreement, we loaned GGE an additional $0.3 million to finance the planning and permitting of the property as a residential subdivision. We secured the total receivable of $4.5 million with GGE's ownership interest in Tranquility Bay as collateral and by receiving a mortgage interest in the land. The note receivable on this property was due and payable on December 31, 2007. On January 23, 2008, we filed a foreclosure lawsuit against Tranquility Bay, GGE, Anthony Scott Dunlap, and Dunlap Enterprises, LLC, who are parties to the mortgage, security agreement and/or guarantee agreement. On May 4, 2009, the parties agreed to a settlement in principle that would result in the Company receiving $3.5 million in settlement of its claims on or before July 6, 2009, failing which the Company would receive title to the real property that is subject to the mortgage and the membership interests of Tranquility Bay. Under the terms of the settlement, if the Company received title to the real property it would be required to attempt to sell the property for an agreed minimum price and distribute the net proceeds of such sale among itself and former members of Tranquility Bay. Dunlap failed to make the agreed upon settlement payment by July 6, 2009. The Company entered into negotiations with Dunlap pursuant to which the payment date under the note would be extended; however, such negotiations were not successful. On August 25, 2009, the Company exercised its rights under the settlement agreement to receive the controlling membership interest in Tranquility Bay and control the real property that is owned by Tranquility Bay. The fair value of the real property is included in Investments in real estate at December 31, 2009. Contents

In ~~Critical~~October, ~~Accounting~~2010, ~~Policies~~we transferred ownership of Tranquility Bay in exchange for a credit to us of $0.3 million against sums due and ~~Estimates~~ coming due under the notes and a deferral of further payments under the notes until February 15, 2011.

~~The~~Critical ~~preparation~~Accounting ofPolicies ~~financial statements in accordance with GAAP requires management to make estimates~~ and assumptions that affect reported amounts and related disclosures. In addition to the estimates presented below, there are other items within our consolidated financial statements that require estimation, but are not deemed critical as defined below. We believe these estimates are reasonable and appropriate. However, if actual experience differs from the assumptions and other considerations used, the resulting changes could have a material effect on the financial statements taken as a whole. Estimates

~~Management believes~~The ~~that~~preparation ~~the~~of ~~following~~financial ~~policies~~statements ~~and~~in ~~estimates~~accordance ~~are~~with ~~critical~~GAAP ~~because~~requires ~~they~~management ~~involve~~to ~~significant~~make ~~judgments,~~estimates and assumptions that affect reported amounts and ~~estimates~~related disclosures. ~~Management~~In ~~has~~addition ~~discussed~~to the ~~development and~~estimates ~~selection~~presented ofbelow, ~~the~~there are other items within our consolidated financial statements that require estimation, but are not deemed critical ~~accounting~~as defined below. We believe these estimates ~~with~~are ~~the~~reasonable ~~Audit~~and ~~Committee~~appropriate. ofHowever, ~~our~~if ~~Board~~actual ofexperience ~~Directors~~differs ~~and~~from the ~~Audit~~assumptions ~~Committee~~and ~~has~~other ~~reviewed~~considerations used, the ~~disclosures~~resulting ~~presented~~changes ~~below~~could ~~relating~~have toa ~~those~~material ~~policies and~~effect ~~estimates.~~on the financial statements taken as a whole.

34Management believes that the following policies and estimates are critical because they involve significant judgments, assumptions and estimates. Management has discussed the development and selection of the critical accounting estimates with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the disclosures presented below relating to those policies and estimates.

~~Table~~Long-Lived ~~of Contents~~Assets

We ~~Long~~evaluate the carrying amount of our long-~~Lived~~lived ~~Assets~~assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We record an impairment loss when indications of impairment are present and ~~Intangibles~~ undiscounted cash flows estimated to be generated by those assets are less than assets’ carrying value. We evaluate the remaining life and recoverability of long-lived assets, including patents and trademarks, whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. At such time, we estimate the future cash flows expected from the use of the assets and their eventual dispositions and, if lower than the carrying amounts, adjust the carrying amount of the assets to their estimated fair value. Because of our changing business conditions including current and projected level of income, business trends, prospects and market conditions, our estimates of cash flows to be generated from our operations could change materially, resulting in the need to record additional impairment charges.

~~Periodically,~~Revenue we review our long-lived assets for impairment. We record an impairment loss when indications of impairment are present and undiscounted cash flows estimated to be generated by those assets are less than assets' carrying value. We evaluate the remaining life and recoverability of long-lived assets, including patents and trademarks, whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. At such time, we estimate the future cash flows expected from the use of the assets and their eventual dispositions and, if lower than the carrying amounts, adjust the carrying amount of the assets to their estimated fair value. Because of our changing business conditions including current and projected level of income, business trends, prospects and market conditions, our estimates of cash flows to be generated from our operations could change materially, resulting in the need to record additional impairment charges. See Note 3—Impairment of Assets, for a discussion of the impairments recorded during 2009 and 2008. Recognition

We recognize revenue in accordance with Staff Accounting Bulletin, No. 104, Revenue Recognition ~~Policy~~ (“SAB No. 104”), and ACS 605-25, Revenue Recognition — Multiple-Element Arrangements). We recognize revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery of product has occurred or services have been rendered, (iii) the price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. For product sales, these conditions are generally met upon shipment of the product to the customer or completion of the sale transaction. For training and service sales, these conditions are generally met upon presentation of the training seminar or delivery of the service.

WeSome ~~recognize~~of ~~revenue~~our intraining ~~accordance~~and ~~with~~consulting ~~Staff~~contracts ~~Accounting~~contain ~~Bulletin~~multiple ~~No. 104,~~deliverable ~~Revenue Recognition~~elements ~~("SAB~~that ~~No. 104"),~~include training along with other products and services. In accordance with ACS 605-25, ~~(formerly~~sales ~~Emerging~~arrangements ~~Issues~~with ~~Tasks~~multiple ~~Force~~deliverables ~~No. 00-21,~~are ~~Revenue~~divided ~~Arrangements with~~into ~~Multiple~~separate ~~Deliverables).~~units Weof ~~recognize~~accounting ~~revenue~~if ~~when~~the deliverables in the sales contract meet the following criteria: (i) ~~persuasive~~the ~~evidence~~delivered oftraining anor ~~arrangement~~product ~~exists~~has value to the client on a standalone basis, (ii) ~~delivery~~there ofis ~~product~~objective ~~has~~and ~~occurred~~reliable orevidence ~~services~~of ~~have been~~the ~~rendered~~fair value of undelivered items, and (iii) ~~the~~delivery ~~price~~of toany ~~the~~undelivered ~~buyer~~item is ~~fixed~~probable. orThe ~~determinable,~~fair ~~and~~value ~~(iv) collectability~~of each element is ~~reasonably~~generally ~~assured~~determined by prices charged when sold separately. ~~For~~In ~~product~~certain ~~sales~~arrangements, we offer these ~~conditions~~products ~~are~~bundled ~~generally~~together ~~met~~at ~~upon~~a ~~shipment~~ discount. The discount is allocated pro-rata to each element based on the relative fair value of each element when fair value support exists for each element in the ~~product~~arrangements. The overall contract consideration is allocated among the separate units of accounting based upon their fair values, with the amount allocated to the ~~customer~~delivered item being limited to the amount that is not contingent upon the delivery of additional items or ~~completion~~meeting other specified performance conditions. If the fair value of all undelivered elements exists, but fair value does not exist for one or more delivered elements, the ~~sale~~residual ~~transaction.~~method ~~For~~is ~~training~~used. ~~and~~Under ~~service~~the ~~sales~~residual method, ~~these~~the ~~conditions~~amount ~~are~~of ~~generally~~consideration ~~met~~allocated ~~upon~~to ~~presentation~~the delivered items equals the total consideration less the aggregate fair value of the undelivered items. Fair value of the undelivered items is based upon the normal pricing practice for our existing training ~~seminar~~programs, orconsulting ~~delivery~~services, and other products, which are generally the prices of the ~~service.~~ items when sold separately.

Some of our training and consulting contracts contain multiple deliverable elements that include training along with other products and services. In accordance with ACS 605-25, sales arrangements with multiple deliverables are divided into separate units of accounting if the deliverables in the sales contract meet the following criteria: (i) the delivered training or product has value to the client on a standalone basis, (ii) there is objective and reliable evidence of the fair value of undelivered items, and (iii) delivery of any undelivered item is probable. The fair value of each element is generally determined by prices charged when sold separately. In certain arrangements, we offer these products bundled together at a discount. The discount is allocated pro-rata to each element based on the relative fair value of each element when fair value support exists for each element in the arrangements. The overall contract consideration is allocated among the separate units of accounting based upon their fair values, with the amount allocated to the delivered item being limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions. If the fair value of all undelivered elements exists, but fair value does not exist for one or more delivered elements, the residual method is used. Under the residual method, the amount of consideration allocated to the delivered items equals the total consideration less the aggregate fair value of the undelivered items. Fair value of the undelivered items is based upon the normal pricing practice for the Company's existing training programs, consulting services, and other products, which are generally the prices of the items when sold separately. 29

35Table of Contents

~~Table~~Each oftransaction ~~Contents~~is separated into its specific elements and revenue for each element is recognized according to the following policies:

~~Each transaction~~Product isRecognition ~~separated~~Policy ~~into~~Seminars ~~its~~Deferred ~~specific~~upon ~~elements~~sale and ~~revenue~~recognized ~~for~~when ~~each~~the ~~element~~seminar is attended or delivered on-line or by electronic media Online courses Deferred upon sale and recognized ~~according~~when tothe course is accessed over the ~~following~~delivery ~~policies:~~period Coaching and mentoring sessions Deferred and recognized as service is provided Data subscriptions and renewals Deferred and recognized on a straight-line basis over the subscription period

Product		Recognition Policy
Seminars		Deferred upon sale and recognized when the seminar is attended or delivered on-line or by DVD
Online courses		Deferred upon sale and recognized when the course is accessed over the delivery period
Coaching and mentoring sessions		Deferred and recognized as service is provided
Data subscriptions and renewals		Deferred and recognized on a straight-line basis over the subscription period

In the normal course of business, we recognize revenue based on the customer’s attendance of the course, event, mentoring training, coaching session or delivery of the software, data or course materials.

In When the ~~normal~~likelihood ~~course~~ of ~~business~~attendance by the customer is remote and the customer contract has expired, wecourse ~~recognize~~breakage ~~revenue~~is calculated based on the ~~customer's~~historical ~~attendance~~percentage of ~~the~~(i) customers who never attended a course, ~~event,~~(ii) those ~~mentoring~~customers ~~training~~who never attended a course subsequent to expiration, ~~coaching~~and ~~session~~(iii) the orhighest ~~delivery~~number of days in which 95% of customers who attended our courses did so subsequent to expiration. During the ~~software~~fourth quarter of 2009, ~~data~~we ~~or course~~lengthened ~~materials.~~the typical contract expiration date from one year to two years.

~~When the~~We ~~likelihood~~determine ofour course breakage rate based upon estimates developed from historical customer attendance bypatterns. Based on the ~~customer~~historical isinformation, ~~remote~~we ~~and~~are able to estimate the ~~customer~~likelihood ~~contract~~of ~~has~~an expired, course ~~breakage~~remaining isunattended. ~~calculated~~To ~~based~~the onextent ~~the~~new ~~historical~~businesses ~~percentage~~do ~~of (i) customers~~not ~~who~~have ~~never~~adequate ~~attended~~historical adata subsequent to course expiration, ~~(ii) those~~we ~~customers~~recognize ~~who~~revenue ~~never~~based ~~attended~~solely aupon actual course ~~subsequent~~attendance. toOnly ~~expiration,~~at ~~and~~such ~~(iii) the~~time ~~highest~~that ~~number~~we ofhave ~~days~~developed inverifiable ~~which~~and ~~95%~~objective ~~of customers~~data ~~who~~from ~~attended~~ our ~~courses~~historical ~~did~~data so subsequent to course expiration. do we apply course breakage based on the methodology described above.

~~We determine~~Deferred ~~our~~revenue ~~course~~occurs ~~breakage~~from ~~rate~~seminars, ~~based~~online ~~upon~~courses, ~~estimates~~coaching ~~developed~~sessions ~~from~~and ~~historical~~website ~~customer~~subscriptions ~~attendance~~and ~~patterns.~~renewals ~~Typically,~~in wewhich ~~use~~payment ais ~~three~~received ~~year~~before ~~period~~the toservice ~~estimate~~has ~~the~~been ~~customer's attendance patterns~~performed. ~~Based~~Deferred onrevenue ~~the~~is ~~historical~~recognized ~~information,~~into werevenue ~~are~~over ~~able~~the toperiod ~~determine~~that the ~~likelihood~~services ofare ~~an expired course remaining unattended~~performed.

~~To the~~Income extent new businesses do not have adequate historical data subsequent to course expiration, we recognize revenue based upon course attendance. Only at such time that we have developed verifiable and objective data from our historical data subsequent to course expiration do we apply course breakage based on the methodology described above. In 2009, we were able to establish historical trends on course attendance after contract expiration and we recorded $23.0 million of RDE real estate course breakage. Taxes

~~Deferred revenue~~We ~~occurs~~account ~~from~~for ~~seminars,~~income ~~online~~taxes ~~courses,~~using ~~coaching~~the ~~sessions~~asset and ~~website~~liability ~~subscriptions~~method ~~and~~in ~~renewals~~accordance with ASC 740, Income Taxes (“ASC 740”). Accounting for income taxes requires us to estimate our income taxes in each jurisdiction in which ~~payment~~we isoperate. ~~received~~Due ~~before~~to differences in the ~~service~~recognition ~~has~~of ~~been~~items ~~performed~~included in income for accounting and tax purposes, temporary differences arise which are recorded as deferred tax assets or liabilities. Deferred ~~revenue~~tax isassets ~~recognized~~and ~~into~~liabilities ~~revenue~~are ~~over~~measured ~~the~~using ~~period~~enacted ~~that~~laws and tax rates expected to apply to taxable income in the ~~services~~years in which those temporary differences are ~~performed~~expected to be recovered or settled. Should any amounts be determined not to be recoverable, or assumptions change, we would be required to take a charge to establish a valuation allowance against such deferred tax assets.

ACS ~~Income~~740 ~~Taxes~~ also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ACS 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

~~We account for income taxes using the asset and liability method in accordance with ASC 740 (formerly SFAS No. 109,~~ Accounting for ~~Income Taxes)~~Litigation ("ASC 740"). Accounting for income taxes requires us to estimate our income taxes in each jurisdiction in which we operate. Due to differences in the recognition of items included in income for accounting and tax purposes, temporary differences arise which are recorded as deferred tax assets or liabilities. Deferred tax assets and liabilities are measured using enacted laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Should any amounts be determined not to be recoverable, or assumptions change, we would be required to take a charge to establish a valuation allowance against such deferred tax assets. At December 31, 2009 and 2008, a valuation allowance reduced our net tax deferred assets to zero. Settlements

~~The Company~~We ~~adopted~~are ~~the~~involved ~~provisions~~in ofvarious ~~ACS~~legal ~~740-10~~proceedings. ~~(formerly~~Due ~~FASB~~to ~~Interpretation~~their ~~No. 48~~nature, ~~Accounting~~such ~~for~~legal ~~Uncertainty~~proceedings ininvolve ~~Income Taxes—an~~inherent ~~interpretation~~uncertainties ofincluding, ~~FASB~~but ~~Statement~~not ~~No. 109)~~limited to, oncourt ~~January 1~~rulings, ~~2007.~~negotiations ~~ACS~~between ~~740-10~~affected ~~clarifies~~parties, and the ~~accounting~~possibility ~~for~~of ~~uncertainty~~governmental inintervention. ~~income taxes~~Management ~~recognized~~assesses inthe aprobability ~~company's~~of ~~financial~~loss ~~statements~~for insuch ~~accordance~~contingencies ~~with~~and ~~ASC~~accrues ~~740~~a liability and/or ~~prescribes~~discloses athe ~~recognition~~relevant ~~threshold~~circumstances as appropriate. While certain of ~~more~~these ~~likely~~matters involve substantial amounts, management believes, based on available information, that the ultimate resolution of such legal proceedings will not have a material adverse effect on our financial condition or results of operations.

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~~than not~~The ~~and~~critical aaccounting ~~measurement~~policies ~~process~~discussed ~~for~~above ~~financial~~are ~~statement~~not ~~recognition~~intended ~~and~~to ~~measurement~~be of a ~~tax~~comprehensive ~~position~~list ~~taken~~of orall ~~expected~~of toour beaccounting ~~taken in a tax return~~policies. In ~~making~~many ~~this assessment~~cases, athe ~~company~~accounting ~~must determine~~treatment ~~whether~~of ~~it is more likely than not that~~ a ~~tax~~particular ~~position~~transaction ~~will~~is ~~sustained~~specifically ~~upon~~dictated ~~examination,~~by ~~based~~accounting ~~solely~~principles ongenerally ~~the~~accepted ~~technical~~in ~~merits of~~ the ~~position~~United ~~and~~States, ~~must~~with ~~assume~~no ~~that~~need ~~the~~for ~~tax~~management’s ~~position~~judgment ~~will~~in ~~be examined~~their ~~by taxing authorities~~application. ~~ACS~~There ~~740-10~~are also ~~provides~~areas ~~guidance on derecognition, classification, interest and penalties, accounting~~ in ~~interim~~which ~~periods,~~management’s ~~disclosures~~judgment ~~and transition. Based on our analyses~~ in ~~2009~~selecting ~~and~~any ~~2008,~~available noalternative ~~material~~would ~~contingent~~not ~~liabilities~~produce ~~were~~a ~~identified~~materially ordifferent ~~recorded~~result.

Recently Issued Accounting ~~for~~Pronouncements ~~Litigation~~Not ~~and~~Yet ~~Settlements~~ Adopted

WeFor ~~are~~a ~~involved~~discussion inof ~~various~~recently ~~legal~~issued ~~proceedings.~~accounting ~~Due~~pronouncements toand ~~their~~recently ~~nature,~~issued ~~such~~accounting ~~legal~~pronouncements ~~proceedings involve inherent uncertainties including, but~~ not ~~limited~~yet ~~to,~~adopted ~~court~~see ~~rulings,~~Note 2—Significant ~~negotiations~~Accounting ~~between affected parties~~Policies, ~~and~~in the ~~possibility~~Notes ofto ~~governmental~~Consolidated ~~intervention.~~Financial ~~Management~~Statements ~~assesses~~contained ~~the~~in ~~probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. While certain of these matters involve substantial amounts~~Part II, Item 8 ~~management believes, based on available information, that the ultimate resolution~~ of ~~such~~this ~~legal~~Annual ~~proceedings will not have a material adverse effect on our financial condition or results of operations~~Report.

~~The critical~~Off-Balance ~~accounting~~Sheet policies discussed above are not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result. Arrangements

We ~~Recently~~have ~~Issued~~not ~~Accounting~~entered ~~Pronouncements~~into ~~Not~~any ~~Yet~~transaction, ~~Adopted~~ agreement or other contractual arrangement with an unconsolidated entity under which it has: (i) a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit; (ii) liquidity or market risk support to such entity for such assets; (iii) an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or (iv) an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.

~~For~~Impact ~~a discussion~~ of recently issued accounting pronouncements and recently issued accounting pronouncements not yet adopted see Note 2—Significant Accounting Policies and Related Information, in the Notes to Consolidated Financial Statements. Inflation

Inflation ~~Off-Balance~~did ~~Sheet~~not ~~Arrangements~~ materially affect our business during the last several years.

WeITEM ~~have~~7A. ~~not~~QUANTITATIVE ~~entered~~AND ~~into~~QUALITATIVE ~~any~~DISCLOSURES ~~transaction,~~ABOUT ~~agreement~~MARKET or other contractual arrangement with an unconsolidated entity under which it has: (i) a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit; (ii) liquidity or market risk support to such entity for such assets; (iii) an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or (iv) an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, the Company where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with the Company. RISK

Not ~~Impact of Inflation~~ required.

~~Inflation~~ITEM ~~did~~8. ~~not~~FINANCIAL ~~materially~~STATEMENTS ~~affect~~AND ~~our~~SUPPLEMENTARY ~~business during the last several years.~~ DATA

Index ~~ITEM~~to ~~7A. QUANTITATIVE~~Consolidated ~~AND~~Financial ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~ Statements

Not required.

Tigrent Inc.
Report of Independent Registered Public Accounting Firm	32
Consolidated Balance Sheets as of December 31, 2010 and 2009	33
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2010 and 2009	34
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	35
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2010 and 2009	36
Notes to Consolidated Financial Statements	37

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Table of Contents

~~ITEM~~REPORT ~~8. FINANCIAL~~OF ~~STATEMENTS~~INDEPENDENT ~~AND~~REGISTERED ~~SUPPLEMENTARY~~PUBLIC ~~DATA~~ ACCOUNTING FIRM

Board ~~Index~~of toDirectors ~~Consolidated~~and ~~Financial Statements~~ Stockholders

Tigrent Inc.
Report of Independent Registered Public Accounting Firm		39
Consolidated Balance Sheets as of December 31, 2009 and 2008		40
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2009 and 2008		41
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008		42
Consolidated Statement of Changes in Stockholders' Deficit for the Years Ended December 31, 2009 and 2008		43
Notes to Consolidated Financial Statements		44

Tigrent Inc. and Subsidiaries

38Cape Coral, Florida

~~Table~~We have audited the accompanying Consolidated Balance Sheets of ~~Contents~~Tigrent Inc. and Subsidiaries as of December 31, 2010 and 2009, and the related Consolidated Statements of Operations and Comprehensive Income (Loss), Stockholders’ Deficit and Cash Flows for each of the years in the two year period ended December 31, 2010. These Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audits.

We conducted ~~REPORT~~our OFaudits ~~INDEPENDENT~~in ~~REGISTERED~~accordance ~~PUBLIC~~with ~~ACCOUNTING~~the ~~FIRM~~ standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Consolidated Financial Statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Board of~~In ~~Directors~~our ~~and~~opinion, ~~Stockholders~~ the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Tigrent Inc. and Subsidiaries ~~Cape~~ ~~Coral~~as of December 31, ~~Florida~~2010 and 2009, and the results of their operations and their cash flows for each of the years in the two year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying Consolidated Balance Sheets of Tigrent Inc. (formerly Whitney Information Network, Inc.) and Subsidiaries as of December 31, 2009 and 2008, and the related Consolidated Statements of Operations and Comprehensive Income (Loss), Stockholders' Deficit and Cash Flows for each of the years in the two year period ended December 31, 2009. These Consolidated Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audits.

	/s/ EHRHARDT KEEFE STEINER & HOTTMAN PC
	Ehrhardt Keefe Steiner & Hottman PC

March 31, 2011
Denver, Colorado

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Consolidated Financial Statement presentation. We believe that our audits provide a reasonable basis for our opinion. 32

~~In our~~Table ~~opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position~~ of Tigrent Inc. (formerly Whitney Information Network, Inc.) and Subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Contents

~~/s/~~TIGRENT INC. ~~EHRHARDT~~AND ~~KEEFE STEINER & HOTTMAN PC Ehrhardt Keefe Steiner & Hottman PC~~SUBSIDIARIES

~~April 15, 2010 Denver,~~Consolidated ~~Colorado~~Balance Sheets

39(in thousands, except share data)

Table of Contents

	Years ended December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	3,992		$	10,764
Restricted cash	12,573			12,725
Deferred course expenses, current portion	11,770			15,368
Prepaid expenses and other current assets	1,407			2,410
Inventory	262			506
Total current assets	30,004			41,773
Notes receivable, net of current portion	—			6,636
Property, equipment and intangible assets, net	2,066			3,396
Investments in real estate	1,208			2,377
Other assets	254			237
Total assets	$	33,532		$	54,419

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,345		$	3,741
Income taxes payable	1,188			1,450
Royalties payable	3,625			1,594
Accrued course expenses	752			1,341
Accrued salaries, wages and benefits	623			542
Other accrued expenses	2,935			3,098
Other current liabilities	899			993
Deferred revenue, current portion	62,661			81,404
Total current liabilities	76,028			94,163
Long-term debt, net of current portion	1,080			4,667
Other liabilities	664			531
Total liabilities	77,772			99,361
Commitments and contingencies
Tigrent Inc.’s stockholders’ deficit:
Preferred stock, no par value, 10,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, no par value, 25,000,000 shares authorized, 13,088,587 shares and 11,738,587 shares issued and outstanding as of December 31, 2010 and 2009, respectively	3,175			2,591
Paid-in capital	2,583			2,584
Cumulative foreign currency translation adjustment	(566		)	21
Accumulated deficit	(49,432		)	(48,872		)
Total Tigrent Inc.’s stockholders’ deficit	(44,240		)	(43,676		)
Noncontrolling interest	—			(1,266		)
Total stockholders’ deficit	(44,240		)	(44,942		)
Total liabilities and stockholders’ deficit	$	33,532		$	54,419

The ~~TIGRENT INC.~~accompanying ~~AND~~notes ~~SUBSIDIARIES Consolidated~~are ~~Balance~~an ~~Sheets (in~~integral ~~thousands,~~part ~~except~~of ~~share~~these ~~data)~~ consolidated financial statements.

		Years ended December 31,
		2009			2008
Assets
Current assets:
	Cash and cash equivalents	$	10,764		$	23,594
	Restricted cash		12,725			13,492
	Deferred course expenses, current portion		15,368			22,070
	Prepaid expenses and other current assets		2,410			2,452
	Inventory		506			953
	Asset held for sale		—			3,748
Total current assets			41,773			66,309
Notes receivable, net of current portion			6,636			9,677
Property, equipment and intangible assets, net			3,396			4,241
Investments in real estate			2,377			1,227
Other assets			237			154
Total assets		$	54,419		$	81,608
Liabilities and Stockholders' Deficit
Current liabilities:
	Accounts payable	$	3,741		$	4,516
	Income taxes payable		1,450			799
	Accrued course expenses		1,341			1,440
	Accrued salaries, wages and benefits		542			851
	Other accrued expenses		4,692			6,611
	Long-term debt, current portion		854			87
	Other current liabilities		139			201
	Deferred revenue, current portion		81,404			116,642
Total current liabilities			94,163			131,147
Long-term debt, net of current portion			4,667			2,913
Other liabilities			531			222
Total liabilities			99,361			134,282
Commitments and contingencies
Tigrent Inc.'s stockholders' deficit:
	Preferred stock, no par value, 10,000,000 shares authorized, no shares issued and outstanding		—			—
	Common stock, no par value, 25,000,000 shares authorized, 11,738,587 shares issued and outstanding, as of December 31, 2009 and 2008		2,591			2,591
	Paid-in capital		2,584			2,507
	Cumulative foreign currency translation adjustment		21			1,236
	Accumulated deficit		(48,872	)		(59,008	)
Total Tigrent Inc.'s stockholders' deficit			(43,676	)		(52,674	)
Noncontrolling interest			(1,266	)		—
Total stockholders' deficit			(44,942	)		(52,674	)
Total liabilities and stockholders' deficit		$	54,419		$	81,608

~~The accompanying~~Table ~~notes are an integral part~~ of ~~these consolidated financial statements.~~ Contents

40TIGRENT INC. AND SUBSIDIARIES

~~Table~~Consolidated Statements of ~~Contents~~Operations and Comprehensive Income (Loss)

~~TIGRENT INC. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income~~ (in thousands, except per share data)

		Years ended December 31,	~~Years ended December 31,~~
			2009			2008
		2010			2009
Revenue		$	$102,635	~~170,924~~	$	$170,924	~~171,735~~
Operating costs and expenses:
Direct course expenses	~~Direct course expenses~~	45,266		~~70,418~~	70,418		~~81,459~~
Advertising and sales expenses	~~Advertising and sales expenses~~	30,319		~~52,046~~	52,046		~~53,456~~
General and administrative expenses	~~General and administrative expenses~~	20,409		~~30,520~~	29,363		~~33,970~~
Impairment of assets	~~Impairment of assets~~	4,661		~~2,162~~	2,162		~~3,056~~
	Litigation settlement expenses			3,846			—
Litigation settlement and related legal expenses		1,503			5,003
Total operating costs and expenses		102,158		~~158,992~~	158,992		~~171,941~~
Income (loss) from operations				11,932			(206	)
Income from operations		477			11,932
Other income:
Other income (expense):
Other income, net	~~Other income, net~~	261		~~313~~	313		~~179~~
Interest income	~~Interest income~~	339		~~358~~	358		~~1,300~~
Interest expense	~~Interest expense~~	(438		~~(232~~)	)(232		~~(217~~)	)
Equity loss from investment in real estate	~~Equity loss from investment in real estate~~	(283		~~(154~~)	)(154		~~(163~~)	)
	Gain on sale of assets			—			994
Total other income (expense)		(121		)	285
Total other income				285			2,093
Income before income taxes		356			12,217
Income before income taxes				12,217			1,887
Income tax provision		(1,053		)	(2,438		)
	Income tax provision			(2,438	)		(1,305	)
Net income (loss)		(697		)	9,779
Net income				9,779			582
Net income (loss) attributable to noncontrolling interest		183			(357		)
	Net loss attributable to noncontrolling interest			(357	)		—
Net income (loss) attributable to Tigrent Inc.		$	(880	)	$	10,136
Net income attributable to Tigrent Inc.			$	10,136		$	582
Basic and diluted net income (loss) per share attributable to Tigrent Inc.’s common shareholders		$	(0.07	)	$	0.86
Basic and diluted net income per share attributable to Tigrent Inc.'s common shareholders			$	0.86		$	0.05
Basic and diluted weighted average common shares outstanding		12,484			11,739
Basic and diluted weighted average common shares outstanding				11,739			11,739
Comprehensive income (loss):
Comprehensive income:
Net income (loss)		$	(697	)	$	9,779
	Net income		$	9,779		$	582
Foreign currency translation adjustments		66			(1,868		)
	Foreign currency translation adjustments			(1,868	)		2,895
Comprehensive income (loss)		(631		)	7,911
Comprehensive income				7,911			3,477
Comprehensive income (loss) attributable to noncontrolling interest		380			(1,010		)
	Comprehensive loss attributable to noncontrolling interest			(1,010	)		—
Comprehensive income (loss) attributable to Tigrent Inc.		$	(1,011	)	$	8,921
Comprehensive income attributable to Tigrent Inc.			$	8,921		$	3,477

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES ~~Consolidated Statements of Cash Flows (in thousands)~~

			Years ended December 31,
			2009			2008
Cash flows from operating activities:
Net income			$	9,779		$	582
Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation and amortization			995			1,382
	Impairment of assets			2,162			3,056
	Litigation settlement through issuance of secured long-term debt			2,600			—
	Real estate investment received in litigation settlement			(110	)		—
	Stock-based compensation expense			77			665
	Gain on sale of assets			—			(994	)
	Equity loss from related parties			154			163
	Changes in operating assets and liabilities:
		Restricted cash		767			(5,043	)
		Prepaid expenses and other current assets		64			1,752
		Inventory		447			484
		Deferred course expenses		6,640			(2,828	)
		Other assets		(21	)		102
		Accounts payable		(775	)		(2,252	)
		Accrued course expenses		(99	)		(1,446	)
		Deferred revenue		(34,793	)		(4,125	)
		Other accrued expenses		(1,919	)		(579	)
		Accrued salaries, benefits and wages		(309	)		(2,023	)
		Accrued executive severance		—			(1,950	)
		Other liabilities		(198	)		(212	)
		Income taxes payable		651			22
Net cash used in operations				(13,888	)		(13,244	)
Cash flows from investing activities:
	Purchases of property and equipment			(404	)		(364	)
	Proceeds from repayment of notes receivable			188			115
	Proceeds from the sale of assets			3,748			3,032
	Investments in and advances to real estate investment			(271	)		(137	)
Net cash provided by investing activities				3,261			2,646
Cash flows from financing activities:
	Proceeds from issuance of unsecured debt			—			7
	Principal payments on secured and unsecured debt			(79	)		(146	)
	Distributions to noncontrolling interest			(256	)		(1,576	)
Net cash used in financing activities				(335	)		(1,715	)
Effect of foreign currency exchange rates on cash and cash equivalents				(1,868	)		2,895
Net decrease in cash and cash equivalents				(12,830	)		(9,418	)
Cash and cash equivalents at beginning of year				23,594			33,012
Cash and cash equivalents at end of year			$	10,764		$	23,594
Supplemental cash flow information:
Cash paid for:
Interest			$	161		$	218
Income taxes			$	1,790		$	1,013
Supplemental disclosure of non-cash activity:
Note receivable converted to investment in real estate			$	2,627		$	—
Promissory note provided to landlord in exchange for leasehold improvements			$	—		$	61
Accounts receivable converted to notes receivable			$	—		$	335

Consolidated Statements of Cash Flows

~~The~~(in ~~accompanying notes are an integral part of these consolidated financial statements.~~ thousands)

	Years ended December 31,
	2010			2009
Cash flows from operating activities:
Net income (loss)	$	(697	)	$	9,779
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	775			995
Impairment of assets	4,661			2,162
Forgiveness of accrued expenses, net of tax	1,061			—
Litigation settlement through issuance of secured long-term debt	—			2,600
Real estate investment received in litigation settlement	—			(110		)
Stock-based compensation expense	3			77
Equity loss from investments in real estate	283			154
Changes in operating assets and liabilities:
Restricted cash	152			767
Prepaid expenses and other current assets	849			64
Inventory	244			447
Deferred course expenses	3,573			6,640
Other assets	8			(21		)
Accounts payable	(396		)	(775		)
Accrued course expenses	(589		)	(99		)
Deferred revenue	(18,733		)	(34,793		)
Other accrued expenses	138			(2,394		)
Accrued salaries, wages and benefits	81			(309		)
Royalties payable	2,031			475
Other liabilities	4			(198		)
Income taxes payable	(262		)	651
Net cash used in operations	(6,814		)	(13,888		)
Cash flows from investing activities:
Purchases of property and equipment	(189		)	(404		)
Proceeds from repayment of notes receivable	184			188
Proceeds from the sale of assets	790			3,748
Investments in and advances to real estate investment	(344		)	(271		)
Net cash provided by investing activities	441			3,261
Cash flows from financing activities:
Principal payments on secured and unsecured debt	(465		)	(79		)
Distributions to noncontrolling interest	—			(256		)
Net cash used in financing activities	(465		)	(335		)
Effect of foreign currency exchange rates on cash and cash equivalents	66			(1,868		)
Net decrease in cash and cash equivalents	(6,772		)	(12,830		)
Cash and cash equivalents at beginning of year	10,764			23,594
Cash and cash equivalents at end of year	$	3,992		$	10,764
Supplemental cash flow information:
Cash paid for:
Interest	$	351		$	161
Income taxes	$	1,553		$	1,790
Supplemental disclosure of non-cash activity:
Note receivable converted to investment in real estate	$	—		$	2,627
Transfer of real estate investment for reduction of amounts due under certain notes payable	$	300		$	—
Common stock issued for purchase of noncontrolling interest	$	1,330		$	—
Satisfaction of note payable in connection with the sale of note receivable	$	2,848		$	—

~~Table~~The accompanying notes are an integral part of ~~Contents~~these consolidated financial statements.

~~TIGRENT INC. AND SUBSIDIARIES Consolidated Statement of Changes in Stockholders' Deficit (in thousands)~~ 35

		Tigrent Inc.
								Cumulative foreign currency translation adjustment
		Common Stock
						Additional paid-in capital					Accumulated deficit			Noncontrolling interest			Total stockholders' deficit
		Shares		Amount
Balance at December 31, 2007			11,739	$	2,591	$	1,842	$	(1,659	)	$	(58,014	)	$	—		$	(55,240	)
	Distributions to noncontrolling interest		—		—		—		—			(1,576	)		—			(1,576	)
	Stock-based compensation expense		—		—		665		—			—			—			665
	Foreign currency translation adjustment		—		—		—		2,895			—			—			2,895
	Net income		—		—		—		—			582			—			582
Balance at December 31, 2008			11,739		2,591		2,507		1,236			(59,008	)		—			(52,674	)
	Distributions to noncontrolling interest		—		—		—		—			—			(256	)		(256	)
	Stock-based compensation expense		—		—		77		—			—			—			77
	Foreign currency translation adjustment		—		—		—		(1,215	)		—			(653	)		(1,868	)
	Net income		—		—		—		—			10,136			(357	)		9,779
Balance at December 31, 2009			11,739	$	2,591	$	2,584	$	21		$	(48,872	)	$	(1,266	)	$	(44,942	)

Table of Contents

~~The accompanying notes are an integral part of these consolidated financial statements~~TIGRENT INC. AND SUBSIDIARIES

43Consolidated Statements of Changes in Stockholders’ Deficit

~~Table~~(in ~~of Contents~~ thousands)

TIGRENT INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements

	Tigrent Inc.
							Cumulative
							foreign
				Additional			currency									Total
	Common stock			paid-in			translation			Accumulated			Noncontrolling			stockholders’
	Shares	Amount		capital			adjustment			deficit			interest			deficit
Balance at December 31, 2008	11,739	$	2,591	$	2,507		$	1,236		$	(59,008	)	$	—		$	(52,674	)
Distributions to noncontrolling interest	—	—		—			—			—			(256		)	(256		)
Stock-based compensation expense	—	—		77			—			—			—			77
Foreign currency translation adjustment	—	—		—			(1,215		)	—			(653		)	(1,868		)
Net income (loss)	—	—		—			—			10,136			(357		)	9,779
Balance at December 31, 2009	11,739	2,591		2,584			21			(48,872		)	(1,266		)	(44,942		)
Purchase of noncontrolling interest, net of tax	1,290	580		—			(456		)	320			886			1,330
Stock-based compensation expense	60	4		(1		)	—			—			—			3
Foreign currency translation adjustment	—	—		—			(131		)	—			197			66
Net income (loss)	—	—		—			—			(880		)	183			(697		)
Balance at December 31, 2010	13,089	$	3,175	$	2,583		$	(566	)	$	(49,432	)	$	—		$	(44,240	)

The ~~Note 1—Business~~accompanying ~~Description~~notes ~~and~~are ~~Basis~~an integral part of ~~Presentation~~ these consolidated financial statements.

The consolidated financial statements include the accounts of Tigrent Inc. and its wholly-owned and majority-owned subsidiaries (collectively referred to herein as the "Company," "Tigrent," "we," "us" or "our"). All intercompany balances and transactions have been eliminated in consolidation. 36

~~Our Company~~Table ~~is a provider~~ of practical, high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially literate. We provide customers with comprehensive instruction and mentoring in the topics of real estate and financial instruments investing, entrepreneurship and personal finance in the United States, United Kingdom and Canada. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching. Contents

~~On June~~TIGRENT ~~25, 2009, our Board of Directors approved an amendment of the Company's Articles of Incorporation to change the Company's name from "Whitney Information Network, Inc~~INC." toAND ~~"Tigrent Inc." On September 2, 2009, our shareholders approved the corporate name change.~~ SUBSIDIARIES

~~Effective at~~Notes ~~the~~to beginning of the first quarter of 2009, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810"), formerly Statement of Financial Accounting Standards ("SFAS") No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 ("SFAS No. 160"). Under the amended provision of this guidance, the noncontrolling interest should continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. As the Company's noncontrolling interest has historically been in a net deficit position, its noncontrolling interest was negative and was not previously disclosed. The noncontrolling interest reflected in the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Loss represents the 49% membership interest held by Rich Global, LLC ("Rich Global") in Rich Dad Education, LLC ("RDE"). The adoption of this guidance has changed, on a prospective basis, how the Company is presenting its operating results and statement of cash flows. See Note 13—Noncontrolling Interest and Pro Forma Information for additional disclosures.

~~Certain reclassifications~~Note 1—Business ~~have~~Description ~~been~~and ~~made~~Basis inof ~~the 2008 consolidated financial statements to conform to the 2009 presentation.~~ Presentation

The ~~Note~~consolidated financial statements include the accounts of Tigrent ~~2—Significant~~Inc. ~~Accounting~~and ~~Policies~~its wholly-owned and ~~Related~~majority-owned ~~Information~~ subsidiaries and affiliates (collectively referred to herein as the “Company,” “Tigrent,” “we,” “us” or “our”). All intercompany balances and transactions have been eliminated in consolidation.

~~The~~We ~~financial~~are ~~statements~~a ~~have~~provider ~~been~~of ~~prepared~~practical, inhigh-quality ~~contemplation~~and ofvalue-based ~~management's~~training, ~~plan~~conferences, ~~for~~publications, ~~2010~~technology-based ~~which~~tools ~~assumes~~and amentoring ~~viable~~to ~~operational~~help customers become financially knowledgeable. We provide customers with comprehensive instruction and mentoring on the topics of real estate and financial ~~structure~~instruments investing and entrepreneurship in the United States, the United Kingdom, and Canada. Our training is offered in non-accredited free preview workshops, as well as basic training, advanced courses, mentoring and coaching.

~~At and~~Certain ~~for~~reclassifications ~~the year ended December 31, 2009, we had a consolidated shareholders' deficit of $44.9 million and a negative cash flow of $12.8 million. Management has evaluated whether we~~ have ~~sufficient~~been ~~liquidity~~made to fund our working capital needs through December 31, 2010. In its analysis, management analyzed projected sales and expenses as they compared to historical trends and recent performance. In addition, management included a potential negative factor in the ~~event~~2009 ~~that~~consolidated ~~economic~~financial ~~conditions~~statements ~~continued~~ to ~~deteriorate.~~conform ~~We believe our business expenses~~ to ~~be scalable to~~ the ~~relative~~2010 size of our revenues and we continue to control costs through reductions in staff and various cost-cutting measures including facilities consolidation and renegotiations with our vendors, including our information technology and media vendors to align the size of our Company with projected revenuepresentation. ~~Additional cash flow may be received upon our continued efforts to sell our non-core assets.~~

44The financial statements have been prepared in contemplation of management’s plan for 2011, which assumes a viable operational and financial structure.

~~Table~~Management’s ~~of Contents~~Plan

~~TIGRENT INC~~In response to the continued decline in profitability and the related impact on our cash position, we have taken a series of actions to improve the overall effectiveness of our marketing and have restructured our operational costs to be more consistent with our current revenues. ~~AND~~More ~~SUBSIDIARIES~~specifically, we have significantly reduced the number of live events, eliminated historically weak markets for live events and reduced the frequency in which we visit any one particular market. We believe these actions will improve the profitability of future live events. While we implemented many of these changes early in 2010, upon reevaluation, we made additional significant modifications to the event schedule in the third quarter of 2010 in order to optimize our operating structure. The primary focus of the reduction of scheduled events was in the U.S. At the same time, we reduced the price of our basic training courses, which increased the percentage of customers who purchased basic training courses during the free preview workshops. In addition, we are striving to fulfill more of our advanced courses online in an effort to reduce costs. During the fourth quarter of 2010, we continued the development and testing of digitally-delivered programs, which are expected to decrease our event and fulfillment costs and lower our marketing costs.

In ~~Notes~~2010, we implemented reductions in staff to ~~Consolidated~~align ~~Financial~~with ~~Statements~~our ~~(Continued)~~anticipated sales level. In addition, we decreased occupancy costs and reduced operating costs in all areas. Many of these cost-cutting actions occurred during the third quarter of 2010. In October 2010, we sold two of our non-core assets and plan to continue to pursue the sale of our remaining non-core assets but cannot be assured when or if such sales will be completed. Also, as part of our analysis of ways to reduce costs and in light of the high cost of continuing to be a public reporting company under the Exchange Act and complying with the Sarbanes-Oxley Act of 2002, we are deregistering our common stock and suspending our reporting obligations under the Exchange Act. Although deregistering under the Exchange Act is expected to provide substantial savings as a result of the elimination of the costs of being a reporting company under the Exchange Act, it may also result in a less liquid market for our shares.

We ~~Note 2—Significant~~believe ~~Accounting~~that ~~Policies~~our recent actions to reduce our overall operating costs through reductions in personnel and ~~Related~~discretionary ~~Information~~spending and suspending our reporting obligations under the Exchange Act, coupled with our restructured relationship with Rich Global, LLC (~~Continued~~“Rich Global”) and Rich Dad Operating Company, LLC (“RDO”) (together, the “Rich Dad Parties”), will enable us to generate sufficient liquidity to fund our working capital needs through December 31, 2011. However, our liquidity would be negatively impacted if we realize negative outcomes from any of our applicable operational and external risks and uncertainties, including, but not limited to cash contributions from new and ongoing business initiatives, our ability to effectively execute our strategies, and costs associated with current or potential future litigation matters.

In addition, the Letter Agreement dated March 16, 2010 with the Rich Dad Parties, as discussed in Note 16—Subsequent Events, includes terms favorable to our cost structure and should assist us in our effort to minimize our negative cash flow from operations. Based on this analysis, management has concluded that our Company should have sufficient cash to meet its obligations during 2010. 37

~~It is~~Table ~~possible that the actual results~~ of management's plans could be materially worse than anticipated, or that one or more of management's significant judgments or estimates concerning the risks and uncertainties affecting us could prove to be materially incorrect. We are currently negotiating the definitive agreement with the Rich Dad Parties, however, there can be no assurances that we will finalize this agreement. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets nor relating to the amounts and classification of liabilities that may be necessary if we are presented with unforeseen material adverse events. Contents

Note 2—Significant ~~Use~~Accounting ~~of estimates~~ Policies

~~The~~Use ~~preparation~~ of ~~financial statements in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make certain~~ estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

The ~~Financial~~preparation ~~instruments~~ of financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Financial instruments consist primarily of cash and cash equivalents, notes receivable, accounts payable, deferred course expense, accrued expenses, deferred revenue, and notes payable. ASC 825-10 (formerly SFAS 107, "Disclosures about Fair Value of Financial Instruments") requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized in the balance sheets. Management estimates the aggregate fair value of the other financial instruments recognized on the balance sheet date (including receivables, payables and accrued liabilities) approximate their fair value.

Financial ~~Cash~~instruments consist primarily of cash and cash equivalents , notes receivable, accounts payable, deferred course expense, accrued expenses, deferred revenue, and notes payable. GAAP requires the disclosure of the fair value of financial instruments, including assets and liabilities recognized in the balance sheets. Management estimates the aggregate fair value of the other financial instruments recognized on the balance sheet date (including receivables, payables and accrued liabilities) approximate their fair value.

WeCash ~~consider all highly liquid instruments with an original maturity of three months or less to be cash equivalents. We continually monitor~~ and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. The agreement with Rich Global in effect at December 31, 2009, requires us to segregate our cash balances between (i) funds received from RDE customers and (ii) funds received from the sale of our Proprietary brands. The Company is restricted from using cash generated from the RDE Brand to pay for expenses incurred by our Proprietary brands. However, the RDE Brand cash balances may be used (i) expenses associated with the RDE Brand offerings, (ii) the payment of license and management fees owed to us in accordance with our agreement with Rich Global, (iii) as reimbursement for the fulfillment of advanced courses purchased by RDE customers and (iv) for partner distributions paid when cash balances exceed the cost to fulfill outstanding customer contracts. The amounts included in the consolidated financial statements are stated at cost which approximates fair value at the balance sheet date. The Company maintains deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these accounts to be minimal. The total equivalents

45We consider all highly liquid instruments with an original maturity of three months or less to be cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. The amounts included in the consolidated financial statements are stated at cost which approximates fair value at the balance sheet date. We maintain deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these accounts to be minimal.

~~Table~~Restricted ~~of Contents~~cash

~~TIGRENT~~We use merchant account vendors to process credit card transactions. Under the terms of these agreements, the merchant account vendor has the right to withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. Additionally, we may be required to maintain letters of credit in certain of the states in which we operate. At December ~~INC~~31, 2010 and December 31, 2009, we did not hold any letters of credit. ~~AND~~We ~~SUBSIDIARIES~~consider restricted cash as a current asset in the Consolidated Balance Sheet as merchant account vendors typically hold such reserve funds up to one year.

~~Notes to Consolidated Financial Statements (Continued)~~ Inventory

Inventory ~~Note 2—Significant~~consists ~~Accounting~~primarily ~~Policies~~of books, videos and ~~Related~~training ~~Information~~materials ~~(Continued)~~held for sale to customers enrolled in our training programs. Inventory is stated at the lower of cost using the first-in, first-out method or market.

~~amount of~~Property ~~cash~~ and ~~cash equivalents at December 31, 2009 and 2008 was $10.8 million and $23.6 million, respectively.~~ equipment

Property ~~Restricted~~and ~~cash~~ equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as presented in the following table:

The Company uses merchant account vendors to process credit card transactions. Under the terms of these agreements, the merchant account vendor has the right to withhold credit card funds to cover charge backs in the event the Company is unable to honor its commitments. Additionally, the Company may be required to maintain letters of credit in certain of the states in which it operates. At December 31, 2009 and December 31, 2008, we did not hold any letters of credit. We consider restricted cash as a current asset in the Consolidated Balance Sheet as merchant account vendors typically hold such reserve funds up to one year. The total amount of restricted cash at December 31, 2009 and 2008 was $12.7 million and $13.5 million, respectively.

Buildings		40 years
Furniture fixtures and equipment		5-7 years
Purchased software		3 years

Leasehold ~~Inventory~~ improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease.

~~Inventory~~In ~~consists~~accordance ~~primarily~~with GAAP, we evaluate the carrying amount of ~~books,~~our ~~videos~~long-lived assets such as property and ~~training~~equipment, ~~materials~~and ~~held~~definite-lived ~~for~~intangible ~~sale~~assets subject to ~~customers~~amortization ~~enrolled~~for impairment whenever events or changes in ~~our~~circumstances ~~training~~indicate ~~programs~~that the carrying amount of an asset may not be recoverable. ~~Inventory~~ Recoverability of assets held and used is ~~stated~~measured atby the ~~lower~~comparison of ~~cost~~its ~~using~~carrying amount with the ~~first-~~future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in, ~~first-out~~the ~~method~~assessment of whether or ~~market~~not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the assets.

~~Property and equipment, net, and intangible assets~~ 38

~~Property~~Table ~~and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives~~ of ~~the assets as presented in the following table:~~ Contents

Buildings		40 years
Furniture fixtures and equipment		7 years
Other assets		5 years
Purchased software		3 years

Revenue recognition

~~Leasehold improvements~~We ~~are~~recognize ~~amortized~~revenue ~~over~~in ~~the~~accordance ~~shorter~~with Staff Accounting Bulletin, No. 104, Revenue Recognition (“SAB No. 104”), and ACS 605-25, Revenue Recognition — Multiple-Element Arrangements). We recognize revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery of product has occurred or services have been rendered, (iii) the ~~estimated~~price ~~useful~~to ~~asset~~the ~~life~~buyer is fixed or determinable, and (iv) collectibility is reasonably assured. For product sales, these conditions are generally met upon shipment of the ~~remaining~~product ~~term~~to the customer or completion of the ~~applicable~~sale ~~lease~~transaction. For training and service sales, these conditions are generally met upon presentation of the training seminar or delivery of the service.

Some of our training and consulting contracts contain multiple deliverable elements that include training along with other products and services. In accordance with ~~ASC~~ACS ~~350~~605-3025, ~~(formerly~~sales ~~SFAS~~arrangements ~~No. 144,~~with ~~Accounting~~multiple ~~for~~deliverables ~~the~~are ~~Impairment~~divided orinto ~~Disposal~~separate units of ~~Long-Lived Assets),~~accounting weif ~~evaluate~~ the ~~carrying~~deliverables ~~amount~~in ofthe ~~our~~sales ~~long-lived~~contract ~~assets~~meet ~~such~~the asfollowing ~~property~~criteria: ~~and~~(i) the ~~equipment,~~delivered ~~and~~training ~~definite-lived~~or ~~intangible~~product ~~assets~~has ~~subject~~value to ~~amortization~~the ~~for impairment~~client ~~whenever~~on ~~events~~a orstandalone ~~changes~~basis, in(ii) there ~~circumstances~~is ~~indicate~~objective ~~that~~and reliable evidence of the ~~carrying~~fair ~~amount~~value of anundelivered ~~asset~~items ~~may~~and ~~not~~(iii) delivery beof ~~recoverable~~any undelivered item is probable. ~~Recoverability~~The offair ~~assets~~value ~~held~~of ~~and~~each ~~used~~element is ~~measured~~generally determined by prices charged when sold separately. In certain arrangements, we offer these products bundled together at a discount. The discount is allocated on a pro-rata basis to each element based on the ~~comparison~~relative fair value of ~~its carrying~~each ~~amount~~element ~~with~~when ~~the~~fair ~~future~~value ~~net~~support ~~cash~~exists ~~flows~~for each element in the ~~asset~~arrangements. The overall contract consideration is ~~expected~~allocated among the separate units of accounting based upon their fair values, with the amount allocated to ~~generate.~~the Wedelivered ~~look~~item ~~primarily~~being limited to the ~~undiscounted~~amount ~~future~~that ~~cash~~is ~~flows~~not incontingent upon the ~~assessment~~delivery of ~~whether~~additional items or ~~not~~meeting ~~long-lived assets~~other ~~have~~specified ~~been~~performance ~~impaired~~conditions. If the ~~carrying~~fair ~~amount~~value of anall ~~asset~~undelivered ~~exceeds~~elements ~~its~~exists, ~~estimated~~but ~~future~~fair ~~cash~~value ~~flows~~does not exist for one or more delivered elements, anthe ~~impairment~~residual ~~charge~~method is ~~recognized~~used. ~~for~~Under the residual method, the amount byof ~~which~~consideration allocated to the ~~carrying~~delivered ~~amount~~items ofequals the ~~asset exceeds~~total consideration less the ~~estimated~~aggregate fair value of the ~~assets~~undelivered items. ~~Further,~~Fair wevalue ~~evaluate~~of ~~assets~~the undelivered items is based upon the normal pricing practice for ~~impairment~~our ~~annually~~existing attraining ~~year~~programs, ~~end.~~consulting services, and other products, which are generally the prices of the items when sold separately.

46Each transaction is separated into its specific elements and revenue for each element is recognized according to the following policies:

~~Table~~Product ofRecognition ~~Contents~~Policy Seminars Deferred upon sale and recognized when the seminar is attended or delivered on-line or by electronic media Online courses Deferred upon sale and recognized when the course is accessed over the delivery period Coaching and mentoring sessions Deferred and recognized as service is provided Data subscriptions and renewals Deferred and recognized on a straight-line basis over the subscription period

~~TIGRENT INC.~~In ~~AND~~the ~~SUBSIDIARIES~~normal course of business, we recognize revenue based on the customers’ attendance of the course, event, mentoring training, coaching session or delivery of the software, data or course materials on-line or by delivery of course materials by electronic media.

When ~~Notes~~the tolikelihood ~~Consolidated~~of ~~Financial~~attendance ~~Statements~~by the customer is remote and the customer contract has expired, course breakage is calculated based on the historical percentage of (~~Continued~~i) customers who never attended a course, (ii) those customers who never attended a course subsequent to expiration, and (iii) the highest number of days in which 95% of customers who attended our courses did so subsequent to expiration. During the fourth quarter of 2009, we lengthened the typical contract expiration date from one year to two years.

We ~~Note 2—Significant~~determine ~~Accounting~~our ~~Policies~~course breakage rate based upon estimates developed from historical customer attendance patterns. Based on the historical information, we are able to estimate the likelihood of an expired course remaining unattended. To the extent new businesses do not have adequate historical data subsequent to course expiration, we recognize revenue based solely upon actual course attendance. Only at such time that we have developed verifiable and ~~Related~~objective ~~Information~~data ~~(Continued)~~from our historical data subsequent to course expiration do we apply course breakage based on the methodology described above.

Deferred ~~Revenue~~revenue ~~recognition~~ occurs from seminars, online courses, coaching sessions and website subscriptions and renewals in which payment is received before the service has been performed. Deferred revenue is recognized into revenue as courses are attended in-person or on-line, coaching and mentor sessions are provided or material is delivered by electronic media.

We recognize revenue in accordance with Staff Accounting Bulletin, No. 104, Revenue Recognition ("SAB No. 104"), and ACS 605-25 (formerly Emerging Issues Tasks Force No. 00-21, Revenue Arrangements with Multiple Deliverables). We recognize revenue when: (i) persuasive evidence of an arrangement exists, (ii) delivery of product has occurred or services have been rendered, (iii) the price to the buyer is fixed or determinable, and (iv) collectibility is reasonably assured. For product sales, these conditions are generally met upon shipment of the product to the customer or completion of the sale transaction. For training and service sales, these conditions are generally met upon presentation of the training seminar or delivery of the service. 39

~~Some of~~Table our training and consulting contracts contain multiple deliverable elements that include training along with other products and services. In accordance with ACS 605-25, sales arrangements with multiple deliverables are divided into separate units of accounting if the deliverables in the sales contract meet the following criteria: (i) the delivered training or product has value to the client on a standalone basis, (ii) there is objective and reliable evidence of the fair value of undelivered items and (iii) delivery of any undelivered item is probable. The fair value of each element is generally determined by prices charged when sold separately. In certain arrangements, we offer these products bundled together at a discount. The discount is allocated on a pro-rata basis to each element based on the relative fair value of each element when fair value support exists for each element in the arrangements. The overall contract consideration is allocated among the separate units of accounting based upon their fair values, with the amount allocated to the delivered item being limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions. If the fair value of all undelivered elements exists, but fair value does not exist for one or more delivered elements, the residual method is used. Under the residual method, the amount of consideration allocated to the delivered items equals the total consideration less the aggregate fair value of the undelivered items. Fair value of the undelivered items is based upon the normal pricing practice for the Company's existing training programs, consulting services, and other products, which are generally the prices of the items when sold separately. Contents

~~Each transaction~~Deferred iscourse ~~separated into its specific elements and revenue for each element is recognized according to the following policies:~~ expenses

Product		Recognition Policy
Seminars		Deferred upon sale and recognized when the seminar is attended or delivered on-line or by DVD
Online courses		Deferred upon sale and recognized when the course is accessed over the delivery period
Coaching and mentoring sessions		Deferred and recognized as service is provided
Data subscriptions and renewals		Deferred and recognized on a straight-line basis over the subscription period

We defer licensing fees paid to Rich Global and commissions and fees paid to our speakers and telemarketers until such time as the revenue is earned. Our speakers, who are all independent contractors, earn commissions on the cash receipts received at our training events and are paid approximately 45 days after the training event. The deferred course expenses are tracked as a percentage of deferred revenue and based on whether the related sale was originated by telemarketers or in basic training courses. The deferred course expenses are expensed as the corresponding deferred revenue is recognized. We also capitalize the commissions and fees paid to our speakers and expense them as the corresponding deferred revenue is recognized.

~~In the~~Advertising ~~normal~~and ~~course~~sales of business, we recognize revenue based on the customers' attendance of the course, event, mentoring training, coaching session or delivery of the software, data or course materials on-line or by delivery of course materials by DVD. expenses

47We expense advertising and sales costs as incurred. Advertising costs, rental fees for training facilities and direct sales expenses are expensed as incurred. Advertising paid in advance is recorded as prepaid until such time as the advertisement is published.

~~Table~~Income ~~of Contents~~taxes

~~TIGRENT~~We account for income taxes in conformity with the requirements of ASC 740, ~~INC~~Income Taxes, (“ASC 740”). ~~AND~~Per ~~SUBSIDIARIES~~ASC 740, the provision for income taxes is calculated using the asset and liability approach of accounting for income tax. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We provide valuation allowances against the deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on all available information, we have recorded a full valuation against our deferred tax assets. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted.

ACS ~~Notes~~740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to ~~Consolidated~~be ~~Financial~~taken ~~Statements~~in ~~(Continued)~~a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ACS 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

Foreign ~~Note 2—Significant~~currency ~~Accounting Policies and Related Information (Continued)~~ translation

~~When the~~We ~~likelihood~~account offor ~~attendance~~foreign bycurrency translation in accordance with ACS 830, Foreign Currency Translation. The functional currencies of the ~~customer~~Company’s isforeign ~~remote~~operations ~~and~~are the ~~customer~~reported ~~contract~~local ~~has~~currencies. ~~expired,~~Translation ~~course~~adjustments ~~breakage~~result isfrom ~~calculated~~translating onour ~~the~~foreign ~~historical~~subsidiaries’ ~~percentage~~financial statements into United States dollars. The balance sheet accounts of ~~(i) customers~~our ~~who never~~foreign ~~attended~~subsidiaries aare ~~course~~translated ~~(ii) those~~into ~~customers~~United ~~who~~States ~~never~~dollars ~~attended~~using athe ~~course~~exchange ~~subsequent~~rate toin ~~expiration~~effect at the balance sheet date. Revenue and ~~(iii)~~ expenses are translated using average exchange rates for each month during the ~~highest~~fiscal ~~number~~year. The resulting translation gains or losses are recorded as a component of ~~days~~accumulated other comprehensive income in ~~which~~shareholders’ ~~95%~~equity. Foreign currency transaction gains totaled approximately $0.1 million during each of ~~customers~~2010 ~~who~~and ~~attended~~2009, and were reported on our ~~courses did~~Consolidated soStatements ~~subsequent~~of toOperations ~~expiration.~~as a component of Other income, net.

~~We determine~~Net ~~our~~income ~~course~~(loss) ~~breakage~~per rate based upon estimates developed from historical customer attendance patterns. Typically, we use a three year period to estimate customer attendance patterns. Based on the historical information, we are able to determine the likelihood of an expired course remaining unattended. share

~~To the~~Net ~~extent~~income ~~new~~(loss) ~~businesses~~per doshare ~~not~~is ~~have~~computed ~~adequate~~by ~~historical~~applying ~~data,~~the ~~subsequent~~provisions toof ~~course~~ACS ~~expiration~~260, weEarnings ~~recognize~~Per ~~revenue~~Share. ~~based~~Basic ~~upon~~net ~~course~~income ~~attendance~~(loss) per share is calculated using the weighted average number of common shares outstanding. ~~Only~~Diluted atincome ~~such~~(loss) ~~time~~per share reflects the potential dilution that wecould ~~have developed~~occur ~~verifiable~~from common shares issuable through stock options, warrants, restricted share grant awards and ~~objective~~restricted ~~data~~performance ~~from~~shares, ~~our~~as ~~historical~~appropriate. ~~data~~As ~~subsequent~~of toDecember 31, ~~course~~2010 ~~expiration~~and ~~will~~2009, wein ~~apply~~accordance ~~course~~with ~~breakage~~the ~~based~~treasury onstock method, there were no dilutive effects of the ~~methodology~~outstanding ~~described~~stock ~~above~~options, restricted stock awards or warrants. InAt ~~2009~~December 31, we2010, there were ~~able~~73,000 ~~to establish~~stock ~~historical~~options, ~~trends~~900,000 onrestricted ~~course~~share ~~attendance~~grant ~~after~~awards ~~contract~~and ~~expiration~~no ~~and~~warrants outstanding. At December 31, 2009, we ~~recorded~~had ~~$23~~166,350 stock options and 41,667 warrants outstanding.0 The 600,000 restricted performance shares granted in 2008 and approved by our shareholders in September ~~million~~2009, ofonly ~~RDE~~would ~~real~~have ~~estate~~vested ~~course~~if ~~breakage~~certain market and service conditions were met. In accordance with ASC 260, these shares were considered contingent

Deferred revenue occurs from seminars, online courses, coaching sessions and website subscriptions and renewals in which payment is received before the service has been performed. Deferred revenue is recognized into revenue as courses are attended in-person or on-line, coaching and mentor sessions are provided or material is delivered by DVD. 40

Table ~~Deferred~~of ~~course expenses~~ Contents

Weshares ~~defer licensing fees paid to Rich Global~~ and ~~commissions~~since ~~and~~the ~~fees~~market ~~paid~~conditions tohad ~~our~~not ~~speakers~~been ~~and telemarketers until such time as the revenue is earned. Our speakers~~satisfied, ~~who~~these ~~are~~shares ~~all~~were ~~independent~~not ~~contractors,~~considered ~~earn~~in ~~commissions~~either on the ~~cash~~basic ~~receipts~~or ~~received~~diluted atnet ~~our~~income ~~training~~per ~~events~~share ~~and~~calculation ~~are~~at ~~paid approximately 45~~December ~~days~~31, ~~after the training event~~2009. ~~The~~These ~~deferred~~restricted ~~course~~performance ~~expenses~~shares ~~are~~were ~~tracked~~forfeited asduring ~~a percentage of deferred revenue and based on whether the related sale was originated by telemarketers or in basic training courses~~2010. ~~The deferred course expenses are expensed as the corresponding deferred revenue is recognized.~~

~~We capitalize the commissions and fees paid to our speakers consistent with ASC 310~~Stock-20based (formerly SFAS No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases—an amendment of FASB Statements No. 13, 60, and 65 and a rescission of FASB Statement No. 17, Technical Bulletin No. 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts and the SEC's Staff Accounting Bulletin No. 104, Revenue Recognition). compensation

We ~~Advertising~~follow ~~and~~ASC ~~sales~~718, ~~expenses~~ Stock Compensation, (“ASC 718”), which requires us to measure the cost of employee services received in exchange for all equity awards granted including stock options based on the estimated fair market value of the award as of the grant date. Compensation costs are recorded over the requisite service period which is generally the vesting period. We estimated forfeiture rates based on historical experience. See Note 8—Stock-Based Compensation, for additional disclosures regarding our stock-based compensation.

WeComprehensive ~~expense~~income advertising and sales costs as incurred. Advertising costs, rental fees for training facilities and direct sales expenses are expensed as incurred. Advertising paid in advance is recorded as prepaid until such time as the advertisement is published. (loss)

48Comprehensive income (loss) includes changes to equity accounts that were not the result of transactions with shareholders. Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss) items. Our comprehensive income (loss) generally consists of changes in the cumulative foreign currency translation adjustment.

~~Table~~Recently ofAdopted ~~Contents~~Accounting Pronouncements

~~TIGRENT~~In January ~~INC~~2010, the Financial Accounting Standards Board (“FASB’) issued guidance that requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ~~AND~~The ~~SUBSIDIARIES~~guidance became effective for us with the reporting period beginning January 1, 2010, except for the Level 3 reconciliation disclosures that are effective for interim and annual periods beginning after December 15, 2010. Adoption of this new guidance did not have a material impact on our consolidated financial statements.

Other ~~Notes~~recent toaccounting ~~Consolidated~~pronouncements ~~Financial~~adopted ~~Statements~~by ~~(Continued)~~the Company during 2010 did not have a material impact to our consolidated financial statements.

Recently ~~Note 2—Significant~~Issued Accounting ~~Policies~~Pronouncements ~~and~~Not ~~Related~~Yet ~~Information (Continued)~~ Adopted

In ~~Income~~October 2009, ~~taxes~~ the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, a consensus of the FASB Emerging Issues Task Force. Under this new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration and the use of the relative selling price method is required. The new guidance eliminates the residual method of allocating arrangement consideration to deliverables and includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. This guidance will be effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. Adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.

WeOther ~~account~~recently ~~for~~issued income taxes in conformity with the requirements of ASC 740 (formerly SFAS No. 109, Accounting for Income Taxes) ("ASC 740"). Under the provisions of ASC 740, the provision for income taxes is calculated using the asset and liability approach of accounting ~~for~~pronouncements ~~income~~are tax. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We provide valuation allowances against the deferred tax assets if, based on available evidence, it is more likely than not ~~that~~expected ~~some~~to ~~portion or all of the deferred tax assets will not be realized. Based on all available information, we~~ have ~~recorded~~ a ~~full~~material ~~valuation against~~impact ~~our deferred tax assets. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected~~ to beour ~~recovered~~future ~~or settled.~~consolidated ~~The~~financial ~~effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted~~statements.

~~The Company follows the provisions of ACS 740-10 (formerly FASB Interpretation No.~~Note ~~48, Accounting for Uncertainty in Income Taxes~~3—anImpairment ~~interpretation~~ of FASB Statement No. 109,. ACS 740-10 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with ASC 740 and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ACS 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Based on our analyses in 2009 and 2008, no material uncertain tax positions were identified or recorded. Assets

We ~~Foreign~~test ~~currency~~for ~~translation~~ impairment annually or when events or changes in circumstances indicate that an assets carrying amount may not be recoverable. In accordance with ASC 820, Fair Value Measurements and Disclosures, we used Level 3 inputs for our nonrecurring measurements, defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities, to measure estimated fair market values. In estimating fair market values, we used market indicators such as appraisals, recent market activity and other related information.

We account for foreign currency translation in accordance with ACS 830 (formerly SFAS No. 52, Foreign Currency Translation). The functional currencies of the Company's foreign operations are the reported local currencies. Translation adjustments result from translating our foreign subsidiaries' financial statements into United States dollars. The balance sheet accounts of our foreign subsidiaries are translated into United States dollars using the exchange rate in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates for each month during the fiscal year. The resulting translation gains or losses are recorded asimpairment ~~a component~~charges ~~of accumulated other comprehensive income in shareholders' equity. Foreign currency transaction gains (losses) totaled approximately $0.1 and $(0.3) million~~ during ~~2009~~2010 and ~~2008~~2009, ~~respectively,~~ ~~and were reported on our Consolidated Statement of Operations~~ as afollows ~~component~~(in ~~of Other income, net.~~ thousands):

Net income per share

	2010		2009
Note receivable collaterized by land and building (SCB building) (a)	$	2,968	$	247
Investment in real estate (Tranquility Bay) (b)	726		1,661
Investment in real estate (Costa Rica) (c)	204		—
Land and building (corporate office) (d)	641		—
Software	122		103
MRS customer list	—		151
Total	$	4,661	$	2,162

Net income per share is computed by applying the provisions of ACS 260-10 (formerly SFAS No. 128, Earnings Per Share). Basic net income per share is calculated using the weighted average number of common shares outstanding. Diluted income per share reflects the potential dilution that could occur from common shares issuable through stock options, warrants and restricted performance shares, as appropriate. As of December 31, 2009 and 2008, in accordance with the treasury stock method, there were no dilutive effects of the outstanding stock options or warrants. At December 31, 41

49Table of Contents

~~Table~~(a) As discussed more fully in Note 5 — Notes Receivable, we sold this note to an unrelated third party on October 5, 2010. Based on the known transaction value, we recorded an impairment charge during the quarter ended September 30, 2010 to decrease the note’s value to its fair market value. In 2009, we incurred an impairment of ~~Contents~~$0.2 million on this note receivable in connection with a settlement agreement reached with the owner of the underlying property.

~~TIGRENT~~(b) ~~INC~~As discussed more fully in Note 7 — Long-Term Debt, in October 2010, we transferred title of Tranquility Bay in connection with a legal settlement. ~~AND~~Based ~~SUBSIDIARIES~~on the value received from this transaction, we recorded an impairment charge of $0.5 million during the quarter ended September 30, 2010. We had previously recorded an impairment charge on this property of $0.2 million during the first quarter of 2010. In 2009, we recorded a $1.7 million impairment charge on this property because of deteriorating real estate market conditions in Southwest Florida, where the property is located, and liens on the property.

(c) We ~~Notes~~made toinquiries ~~Consolidated~~regarding ~~Financial~~the ~~Statements~~salability ~~(Continued)~~of its non-core real estate investment in Costa Rica and as a result of this process, determined that the book value of our investment was higher than the estimated fair value and recorded an impairment charges, accordingly, during the third and fourth quarters of 2010.

~~Note~~(d) ~~2—Significant~~We ~~Accounting~~have ~~Policies~~been ~~and~~in ~~Related~~discussions ~~Information~~with ~~(Continued)~~a real estate brokers regarding the potential sale of our corporate headquarters. Based on the estimated fair value, we recorded an impairment charge of $0.6 million during the quarter ended September 30, 2010.

2009, we had 166,350 stock options and 41,667 warrants outstanding. The 600,000 restricted performance shares granted in 2008 and approved by our shareholders in September 2009, only vest if certain market and service conditions are met. In accordance with ASC 260, these shares are considered contingent shares and since the market conditions have not been satisfied, these shares were not considered in either the basic or diluted net income per share calculation at DecemberNote ~~31,~~4—Certain ~~2009.~~Relationships ~~There were a total of 668,650 stock options~~ and ~~890,719~~Related ~~warrants to purchase common stock outstanding as of December 31, 2008.~~ Transactions

As ~~Stock-based~~of ~~compensation~~ December 31, 2010, our remaining ownership interest in Costa Rica and Panamanian entities included a hotel and beachfront land concession known as Monterey del Mar, S.A. (“MDM”) and Mar y Tierra del Oeste, S.A. (“MTO”), respectively. We have a 67.5% ownership or beneficial interest in the entities totaling $1.2 million, which is included in Investments in real estate. The MDM/MTO investment is accounted for in our consolidated financial statements. For the years ended December 31, 2010 and 2009, using the equity method of accounting, we recorded our share of the losses related to our interests in these entities of approximately $0.3 million and $0.2 million, respectively.

WeIn ~~follow~~addition, ~~ASC~~we ~~718~~own ~~(formerly~~a ~~SFAS~~50% ~~No. 123R,~~interest ~~Share-Based Payment—revised~~in ~~2004)~~Monterey ~~("ASC~~del ~~718"~~Llano, S.A. (“MDL”), which ~~requires~~owns usa toone-third ~~measure~~interest ~~the cost of employee services received~~ in ~~exchange~~Monterey ~~for~~Group, ~~all equity awards granted including stock options based on the estimated fair market value of the award as of the grant date~~S.A. ~~Compensation~~(“MG”), ~~costs~~whose ~~are~~only ~~recorded~~asset ~~over the requisite service period which~~ is ~~generally~~two ~~the vesting period. We estimated forfeiture rates for 2009~~

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