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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2009

Commission file number: 0-27403

TIGRENT INC.(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 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 registeredCommon Stock, no par value

OTC BB


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

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

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    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 (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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, 2009,
the last business day of the registrant's most recently completed second fiscal quarter, was approximately $5.5 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 $1.50 per share.

As
of March 17, 2010, there were 11,738,587 shares of common stock outstanding.

DOCUMENTS
INCORPORATED BY REFERENCE:None



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TABLE OF CONTENTS



PART IItem 1.

Business

1Item 1A.

Risk Factors

8Item 1B.

Unresolved Staff Comments

13Item 2.

Properties

14Item 3.

Legal Proceedings

14Item 4.

Reserved

14PART IIItem 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities

15Item 6.

Selected Financial Data

16Item 7.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

16Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

37Item 8.

Financial Statements and Supplementary Data

38Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

76Item 9A(T)

Controls and Procedures

76Item 9B.

Other Information

77PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

78Item 11.

Executive Compensation

82Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

91Item 13.

Certain Relationships and Related Transactions, and Director
Independence

93Item 14.

Principal Accounting Fees and Services

96PART IVItem 15.

Exhibits and Financial Statement Schedules

97Signatures

99


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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 Educationbrand that focus
on the real estate teachings and philosophies of Robert Kiyosaki as detailed in the book entitled, Rich Dad Poor Dad. TheRich Dad Poor Dadbook series is
published in 51 languages, is available in 106
countries, and has sold over 28 million copies worldwide.

We
currently have threeRich Dad Educationofferings, including:



We
began offering ourRich Dad Learn to be Richbasic training to customers in the United States in 2006. In 2007, we
expanded ourRich Dad Learn to be Richtraining to include customers in Canada and the United Kingdom. During 2008, we created the Rich Dad Stock
Successtraining 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 aLaunch Your Businesscourse 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 Educationrepresented approximately 83.1% and our Proprietary brands
represented 16.9% of our revenue. Our international business, which includes bothRich Dad Educationand 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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Intellectual Property

We regard our 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 non-compete and confidentiality agreements as well as other contractual methods of protecting proprietary rights to safeguard our
intellectual property.

Licensing Agreements with the Rich Dad Parties

Effective July 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.

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.

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.

The
reserve account will be funded with fulfillment royalty payments and any funds received from the renegotiation of a letter agreement with RDO's licensed third party coaching services
provider and the Company's merchant deposit reserve funds. In addition, 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 of, or other realization upon, any non-core assets or any cash accounts
from RDE made available to Tigrent) exceeds $6 million. After the reserve account has been fully funded, the Company will pay to RDO royalty payments equal to 10% of the 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 to fulfillment of student agreements.

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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 Business which exceed $500,000 per year without obtaining written approval from RDO. The Company must also consult with RDO prior to hiring a chief executive officer,
chief financial officer 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.

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. 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 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 with the dissolution of RDE, the Company and Rich Global have agreed to terminate certain agreements related to the previous license agreement, which are (i) the
Administrative Services Agreement dated July 18, 2006, as amended, (ii) the License Agreement dated July 18, 2006 between RDE and the Company and (iii) the License
Agreement dated July 18, 2006 between RDE and Rich Global. 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 monetary and other claims that it alleged against the Company and RDE in connection with its letter dated March 27, 2009 alleging certain defaults.

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.

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

Marketing

We 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.

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At
the basic training courses, customers are taught the fundamentals of course topics and are encouraged to enroll in advanced, detailed courses covering specific topics within the
training segment. Our basic and advanced trainings are described below in "Training Programs."

Training Programs

Each month, we offer over 150 courses throughout our geographic markets. For the year ended December 31, 2009, basic training
courses accounted for 9.0% of worldwide revenue and advanced training courses accounted for 72.4% of our worldwide revenue. The remaining 18.6% of revenue came from coaching and our other training
services, products, and programs.

Basic Training Courses

In 2009, we offered basic training courses under the following marketing programs and brands:

Rich Dad Educationwas created by us in conjunction with Rich Global. The courses are based on the real estate, financial
instruments and entrepreneurship teachings and philosophies of Robert Kiyosaki, author ofRich Dad Poor Dad. We currently have three Rich Dad Educationcourses, which areRich Dad Learn to be Richcourses
focused on real estate investing,Rich Dad Stock Successcourses focused on financial instruments investing and Launch Your Businessfocused on
entrepreneurship. The courses concentrate on principles while allowing customers to apply what they have learned playing
the board game,CASHFLOW®which was developed by Mr. Kiyosaki. These courses are offered in the United States, the United Kingdom and
Canada.

In
the United Kingdom, we also offer our products under the following brands:

Building Wealthoffers a curriculum focused on the general business of real estate and the fundamentals of negotiating real
estate purchases with sellers, rehabilitating distressed properties and leasing rental units to tenants to generate multiple sources of cash flow. Customers are taught the mechanics of completing a
real estate transaction in their community, from making an offer to closing the transaction, with emphasis on creative financing strategies. These courses are offered in the United Kingdom.

Making Money from Property with Martin Robertsoffers a real estate curriculum focused on property auctions. The seminar reflects the real
estate expertise of Martin Roberts, a well-known UK presenter and property journalist who develops properties in the United Kingdom, Europe and Canada. Customers are taught about buying at
auction, rental and capital 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.

Women 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.

Advanced Training Courses

Customers who attend our basic training courses may choose to continue with advanced training courses in real estate or financial
instruments investing or entrepreneurship skills. The advanced

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training
courses of study under the Tigrent Learning brand (formerly theWealth Intelligence Academy ®("WIA") brand) include:

Real Estate
Advanced Courses

Financial Instruments
Advanced Courses

Entrepreneurial
Advanced CoursesMaster InvestorAsset Protection & Tax ReliefWholesale BuyingDiscount Notes & MortgagesProperties in ProbateMobile Homes & RV ParksForeclosuresRehabbing PropertiesShort Sales & 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H.I.T.S. (Hedging &
Institutional Tactics &
Strategies)

Master EntrepreneurBuying & Selling BusinessesNetwork Marketinge-CommerceBusiness ExpansionProduct DevelopmentBusiness FinancingRetailGrant Writing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 (United
Kingdom)Asset Protection (United
Kingdom)Lease Options/Purchase Options (United Kingdom)


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



Through
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

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Geographic Diversification

For the year ended December 31, 2009, 88.9% of our revenue was generated domestically and 11.1% from our international
operations in Canada and the United Kingdom. For the year ended December 31, 2008, 89.5% of our revenue was generated in the U.S. and 10.5% internationally.

Competition

We 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.

Generally,
competitive factors within the proprietary training market include the range and depth of course offerings, the quality of trainers, the quality of reference materials
provided in connection with 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 advanced trainers have been active investors in their chosen field, have 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 developed 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.

Employees and Independent Contractors

On December 31, 2009, we had approximately 347 employees of whom 312, or 89.9%, were located in the United States and 35, or
10.1%, were located in Europe and Canada, plus approximately 251 independent contractors who are trainers, coaches and mentors. Our employees are not represented by a labor union, and we believe our
relations with our employees are satisfactory. Our independent contractors are paid commissions based upon the tuition dollar value of courses purchased by customers at our free preview workshops and
basic training sessions, or are paid fixed fees for teaching and mentoring advanced courses. Independent contractors are required to execute agreements with us which set forth their commission
structures and contain customary confidentiality and non-competition provisions. The independent contractors also agree to comply with our Code of Business Conduct.

Available Information

We regularly file reports with the Securities and Exchange Commission ("SEC"). These reports include, but are not limited to, Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and other forms as required. The public may
read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room located at 100 F Street NE, Washington, DC 20459. 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, quarterly, and current reports, proxy
and information statements and other 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
make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other reports filed or
furnished with the SEC available to the public through our website

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atwww.tigrent.com. Information on our website is not part of this filing on this Annual Report on Form 10-K and is not incorporated
by reference.

ITEM 1A.    RISK FACTORS

Before 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.

We have experienced significant negative cash flows from operations in fiscal 2009 and 2008. If this trend continues in the future, it could adversely affect our financial
condition and we may not have the ability to generate adequate liquidity to fund our working capital needs through December 31, 2010.

We had 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.

We
cannot assure you that any of our business strategies will be successful in 2010, which includes a new licensing agreement with RDO, or that significant revenues or profitability will
ever be achieved or, if they are achieved, that they can be consistently sustained or increased on a quarterly or annual
basis. Our future is dependent on our ability to execute our operating plan successfully or otherwise address matters or issues as they arise.

The terms of our proposed new agreements with the Rich Dad Parties, restrict our current and future operating and financial flexibility and contain covenants that may result
in default.

The new agreements, which are currently under discussion and have not been finalized, 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
to:



If
we are not able to comply with the covenants contained in the proposed new licensing agreement for the Rich Dad brand, we may be deemed to be in default of the agreement. If RDO

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

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

The parties are currently negotiating the definitive documents with respect to restructuring the Rich Dad licensing agreements,
however, there can be no assurances that the parties will finalize such definitive documents. If the parties do not finalize the definitive documents, Rich Global might pursue its claims of default
against the Company which, if successful, would have a material adverse effect on our business and results of operations.

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.

OurRich Dad® Educationreal estate and financial market course offerings
accounted for approximately 92.9% of our total cash sales and 83.1% of revenue in 2009. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of
OperationsNon-GAAP Financial Measures. If sales from theRich Dad® EducationBrand 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 business, results of operations
and financial condition. Our new agreements with the Rich Dad Parties, as contemplated in the Letter Agreement, 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 occur.

Our uses of cash are restricted under the proposed new licensing agreement with RDO.

The proposed new license agreement with RDO, as contemplated in the Letter Agreement, requires us to establish and maintain 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. We will not be able to utilize the cash accumulated in the reserve account for general operating purposes. This restriction
on the use of cash associated with theRich Dad® Educationproducts impacts our liquidity and creates additional administrative obligations
for the Company.

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 results.

The restructuring agreement contemplates an enhanced level of cooperation with RDO's licensed third party provider of coaching
services. The failure to realize the benefits of such cooperation, including cost savings, could have an adverse affect on our financial condition or results of operations.

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.

Certain government agencies have instituted inquiries regarding us, including the Department of Justice ("DOJ") and the SEC. We are
also subject to various other lawsuits, investigations and claims covering a range of matters. See Note 15Commitments and
Contingenciesin the Notes to Consolidated Financial Statements for the year ended December 31, 2009 contained in Part II, Item 8 of this Annual Report for
a detailed discussion of these matters.

We
cannot predict the ultimate outcome of 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

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common
stock. 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.

While
we 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 involved. The 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.

We may require additional capital, which may not be available on favorable terms, or at all.

Any additional equity or debt financing, if available at all, may be available only on terms that are not favorable to us. If we are
able to raise capital through equity financings, your interest in us would be diluted, and the securities we issue may have rights, preferences and privileges that are senior to our common shares. If
we raise capital through the issuance of debt, the incurrence and repayment of 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.

Our results of operations may be materially affected by economic conditions. Additionally, other changes experienced by our customers including the willingness to trade or
invest in securities or real estate could influence discretionary spending contributing to uncertainty in our future results of operations.

Uncertain economic conditions may affect our customers' discretionary income and ability to purchase our training courses and products.
Such economic conditions and consumer spending are influenced by a wide range of factors that are beyond our control and that we have no comparative advantage in forecasting. These conditions include
but are not limited to:



A
prolonged economic downturn, particularly in the United States, could increase these effects on our business.

We face significant competition in our markets.

Our success 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

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condition
will be materially harmed. Some of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than we do. 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.

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 these actions could hurt our business, results of operations,
and financial condition.

Laws and regulations can affect the operations of our business and may limit our ability to operate in certain jurisdictions.

Federal, state 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 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 to such legal action, our reputation could be harmed and the demand for our course offerings could be significantly reduced. See
Note 15Commitments and Contingenciesin the Notes to Consolidated Financial Statements, for a detailed discussion of these
regulatory proceedings.

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 are 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 required at times to manage, utilize and store sensitive or confidential customer or employee data. As a result, we are subject to numerous U.S. and
foreign jurisdiction laws and regulations designed to protect this information, such as the various U.S. federal and state laws governing the protection of individually identifiable information. 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.

Our ability to offer courses may be affected by natural disaster, strikes or other unpredictable events.

Natural disasters, external labor disruptions and other adverse events may affect our ability to conduct our business, resulting in
loss of revenue. Severe blizzards or floods may reduce the ability of our course participants to travel to our courses. These natural disasters may also disrupt the printing and transportation of 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 direct mail marketing materials.
Transportation strikes could also occur in the countries where we operate, adversely affecting course offerings.

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Table of Contents

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

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



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

Our Board of Directors, without stockholder approval, may issue up to 10.0 million shares of preferred stock. The Board of
Directors can fix the rights, preferences and privileges of the shares of each 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 introduction of new senior executives, or the loss of any of our key executive personnel, or high performing trainers, could disrupt our operations and reduce our
profitability.

Our future success depends to a significant extent on the successful integration of our new senior executive management, including our
interim CEO, in the continuing development of our operations. The loss of the services of certain of these individuals, including our high performing trainers, 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.

Our
future success also depends on our ability to retain and attract high performing trainers. The loss and/or inability to recruit suitable replacements may affect our performance and
reduce our profitability.

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

If theRich Dad® EducationBrand were to experience a decrease in
popularity, it would have a significant impact on our business, results of operations and financial condition. In the current economic environment, many individuals are not interested in purchasing
real estate investment courses or products. The decreased interest in real estate investing could impact theRich Dad® EducationBrand.
Additionally, if Mr. and Mrs. Kiyosaki, the founders of theRich Dad® EducationBrand, do not spend as much time in the public
eye, it could impact the popularity of theRich Dad® EducationBrand and consequently impact our sales ofRich
Dad® Educationproducts.

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

Our success is 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

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offerings
affects our reputation as they tell others about their experience. Our business could suffer if we fail to deliver quality programs at acceptable price points.

The current market price of our common stock significantly exceeds our book value per share and increases the risk that our market price per share may decline in the future.

The market 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 future.

We have 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 connection with our assessment of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of
2002, we identified material weaknesses in our internal control. 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.

Furthermore,
there 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.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

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Table of Contents

ITEM 2.    PROPERTIES

The following table sets forth our office locations as of April 14, 2010:

Purpose

Location

Own/lease

Approximate
square footage

Lease
expirationExecutive offices

Cape Coral, FL

Own


40,734

EduTrades and telemarketing headquarters

Murray, UT

Lease


25,428

August 2010European headquarters

London, England

Lease


2,727

April 2012Canadian headquarters

Ontario, Canada

Lease


5,100

February 2014Training center

Salt Lake City, UT

Lease


6,783

September 2010Training center

Surrey, England

Lease


1,990

December 2010Shipping facility

Cape Coral, Florida

Lease


3,000

December 201085,762


We
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
lease approximately 25,428 square feet of office space in Murray, Utah for our EduTrades and telemarketing headquarters. The lease expires in August 2010 with a monthly rent of
$26,977 over the remainder of the lease. The Company has an available renewal option.

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

In
March 2009, we entered into a lease for approximately 5,100 square feet of office space in Ontario, Canada. 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 6,783 square feet of office space in Salt Lake City, Utah. The lease expires in September 2010 with a monthly rent of $10,813 over the remaining term of the lease.
The facilities are being used as a training center. The Company has an available renewal option which we do not intend to exercise.

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.

We
entered 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.

ITEM 3.    LEGAL PROCEEDINGS

See Note 15Commitments and Contingenciesin 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.

ITEM 4.    RESERVED

None.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is 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 stock for each quarter in 2009 and 2008. These quotations reflect inter-dealer prices, without retail mark-up,
markdown or commissions, and may not represent actual transactions.

High

LowYear ended December 31, 2009Fourth Quarter

$
1.43

$
0.41Third Quarter

$
1.80

$
0.76Second Quarter

$
1.65

$
0.55First Quarter

$
1.25

$
0.26Year ended December 31, 2008Fourth Quarter

$
1.35

$
0.55Third Quarter

$
1.50

$
0.70Second Quarter

$
2.00

$
0.90First Quarter

$
2.90

$
1.57


As
of March 17, 2010, the closing price of our common stock as reported on the NASD Over-the Counter Bulletin Board was $0.52. According to the records of our transfer
agent, there were 129 shareholders of record of our common stock as of February 28, 2010. Because many of our shares of common stock are held by brokers and other institutions on behalf of
shareholders, we are unable to estimate the total number of beneficial shareholders represented by these record holders.

Dividend Policy

The Company has not paid out any cash dividends for the past two years and does not anticipate paying any cash dividends on our common
stock in the foreseeable future.

Equity Compensation Plan Information

The following table summarizes, as of December 31, 2009, the equity compensation plans under which we may issue shares of stock
to our directors, officers and employees.

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 plans2009 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





(1)The
600,000 shares awarded to our Chief Executive Officer will be forfeited if certain performance targets are not met within 90 days of his
departure (March 16, 2010) and will become available for future issuance under the 2009 Incentive Plan.


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Table of Contents




2009 Incentive Plan

The Company's 2009 Incentive Plan ("Incentive Plan"), which was approved by the shareholders on September 2, 2009, authorized
1.3 million shares to be issued in various equity incentive instruments. As of December 31, 2009, we had awarded 600,000 restricted common shares of the 1.3 million shares
authorized under the Incentive Plan to our Chief Executive Officer. The Incentive Plan allows for the granting of a broad range of award types, including stock options (incentive and
non-qualified), stock appreciation 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 Plan is to motivate participants to achieve long range goals, attract and retain eligible employees,
provide incentives competitive with other similar companies and align the interest of employees and directors with those of our shareholders. The Incentive Plan is administered by the Compensation
Committee of the Board of Directors.

In
September 2008, our Board of Directors entered into a restricted performance share agreement with Charles M. Peck, our former Chief Executive Officer, providing for the issuance of
600,000 restricted shares of the Company's common stock, which would vest in accordance with certain market and service conditions. As of March 16, 2010, Mr. Peck is no longer with the
Company, and will forfeit these shares if certain performance targets are not met within 90 days of his departure.

1998 Stock Option Plan

Our 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. The 1998 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.

ITEM 6.    SELECTED FINANCIAL DATA

Not required.

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

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.

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Table of Contents

Executive 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, 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 courses, advanced courses and mentoring and
coaching programs.

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.

The
2009 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.

During
the past few years, we have attempted various expansion 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 position, we have
discontinued these expansion efforts and will instead focus on increasing the speed and cost efficiency with which we fulfill our long term customer commitments to our Rich Dad customers. We also
intend to focus on increasing the profitability of our core licensed brand, theRich Dadbrand during 2010.

On
March 16, 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. The 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."

We
believe that our restructured relationship with Rich Global and RDO, coupled with our continued efforts to reduce our overall operating costs through reductions in personnel and
discretionary spending, will enable us to generate sufficient liquidity to fund our working capital needs through December 31, 2010; however, there can be no assurances that this will be the
case.

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Table of Contents

Results of Operations

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

2009

2008Revenue


100.0
%

100.0
%Operating costs and expenses:Direct course expenses


41.2


47.4Advertising and sales expenses


30.4


31.1General and administrative expenses(a)


17.8


19.8Impairment of assets


1.3


1.8Litigation settlement expenses


2.3


Total operating costs and expenses


93.0


100.1Income (loss) from operations


7.0


(0.1
)Other income:Other income, net


0.1


0.1Interest income


0.2


0.8Interest expense


(0.1
)

(0.1
)Equity loss from related parties


(0.1
)

(0.1
)Gain on disposition of assets





0.5Total other income


0.1


1.2Income before income taxes


7.1


1.1Income tax provision


(1.4
)

(0.8
)Net income


5.7
%

0.3
%


(a)Includes
"special items" which primarily consists of direct costs associated with the SEC and DOJ investigations.


Non-GAAP Financial Measures

Adjusted EBITDA

As used in our operating data, EBITDA is defined as net income excluding the impact of asset impairments; special items (including the
costs associated with the SEC and the DOJ investigations); certain litigation settlement expenses related to non-core real estate investments in Costa Rica; interest income; interest
expense; other income, net; income tax provision; gain on asset dispositions; stock-based compensation expense; depreciation and amortization expense; and equity loss from investments in real estate.
We define "Adjusted EBITDA" as EBITDA adjusted for the net change in deferred revenue less 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
use 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

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Table of Contents

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.

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.

Adjusted
EBITDA has material limitations and should not be considered as an alternative to net income, cash flows provided by or used in operations, investing or financing activities or
other financial statement data presented in the Consolidated Financial Statements as indicators of financial performance or liquidity. Items excluded from Adjusted EBITDA are significant components in
understanding our financial performance. Because Adjusted EBITDA is not a financial measurement calculated in accordance with GAAP and is subject to varying calculations, Adjusted EBITDA as presented
may not be comparable to other similarly titled measures of performance used by other companies.

The
table below is a reconciliation of the Company's net income to EBITDA and Adjusted EBITDA for the periods set forth below (in thousands):

For the years ended
December 31,2009

2008Net income

$
9,779

$
582Impairment of assets


2,162


3,056Special items


315


1,559Litigation settlement expenses


3,846


Other income, net


(313
)

(179
)Interest income


(358
)

(1,300
)Interest expense


232


217Income tax provision


2,438


1,305Stock-based compensation expense


77


665Depreciation and amortization


995


1,382Equity losses from investment in real estate


154


163Gain on sale of assets





(994
)EBITDA


19,327


6,456Net 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
)%


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Table of Contents

Cash Sales

The following table provides a reconciliation of the Company's cash sales by segment to its reported revenue. 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

2008Cash received from course and product sales:Proprietary brandsReal estate training

$
6,368

$
23,618Financial markets training


3,260


9,799Rich Dad EducationReal estate training


97,684


121,416Financial markets training


28,819


12,777Total consolidated cash received from course and product sales


136,131


167,610Change in deferred revenue(Increase)/decrease to deferred revenue:Proprietary brandsReal estate training


9,839


22,506Financial markets training


9,368


13,332Rich Dad EducationReal estate training


23,934


(23,871
)Financial markets training


(8,348
)

(7,842
)Total consolidated change in deferred revenue


34,793


4,125Revenue:Proprietary brandsReal estate training


16,207


46,124Financial markets training


12,628


23,131Rich Dad EducationReal estate training


121,618


97,545Financial markets training


20,471


4,935Total consolidated revenue for financial reporting purposes

$
170,924

$
171,735


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Table of Contents

Business Segments

We operate in two business segments: Proprietary brands andRich Dad
Education. The proportion of revenue of each segment is as follows:

Years ended
December 31,As a percentage of total revenue

2009

2008Proprietary brands:Real estate training


9.5
%

26.8
%Financial markets training


7.4


13.5Subtotal


16.9


40.3Rich Dad Education:Real estate training


71.2


56.8Financial markets training


11.9


2.9Subtotal


83.1


59.7Total consolidated revenue for financial reporting purposes


100.0
%

100.0
%


Proprietary Brands

Real estate training

We began providing basic and advanced real estate investment training in 1992 with our historical flagship brand Russ Whitney®'s Building Wealth. We added to our brand portfolio by offering
our customers additional real estate training offerings includingTeach Me Foreclosure& Real Estate
Investingas well asMaking Money from Property with Martin RobertsandWomen in
Wealth. In 2008, we suspended sales of our Proprietary brands real estate offerings in the U.S. and Canada. We continue to offerBuilding
Wealth,Making Money from Property with Martin RobertsandWomen in
Wealthcourses in the United Kingdom.

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.

Financial instruments training

EduTrades, the Proprietary brands financial instruments training division,
began operations in July 2002 with the acquisition ofTeach Me to Trade® and began sales in the fourth quarter of 2002. We provide training
to avocational investors in financial instruments, such as stocks, options, futures, options on futures and foreign exchange. Our training provides skills and knowledge on trading fundamentals as well
as advanced technical analysis to potential investors. We ceased sales ofTeach Me to Trade® in the U.S. in the third quarter of 2008 and in
Canada in the fourth quarter of 2008. We continue to offerTeach Me to Trade® in the United Kingdom.

Cash
sales and revenue decreased to $3.3 million and $12.6 million, respectively, in 2009 compared with cash sales and revenue of $9.8 million and
$23.1 million, respectively, in 2008. Revenue was additionally impacted by the revenue recognized from course 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,

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Table of Contents

revenue
and course breakage was primarily attributable to the cessation of sales of ourTeach Me to Trade® brand in the U.S. and Canada,
partially offset by an increase in cash sales of EduTrader software subscriptions.

Rich Dad Education

In 2006, we created RDE in alliance with Rich Global, and launched theRich Dad
Educationbrand 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.

Real estate training

Cash 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.

Financial instruments training

Cash sales and revenue in 2009 were $28.8 million and $20.5 million, respectively, compared with $12.8 million and
$4.9 million, respectively, in 2008. Cash sales and revenue in 2009 increased as compared with 2008 primarily because we began sales of the RDE financial instruments courses in the second
quarter of 2008. Additionally, the increase in revenue reflects alternative fulfillment methods in accordance with customer contractual terms. 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.

Although
the 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.

Year Ended December 31, 2009, compared to Year Ended December 31, 2008

Revenue

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

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

Years ended
December 31,%
Change2009

2008Cash 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


137.7Total cash received from course and product sales


136,131


167,610


(18.8
)Net change in deferred revenue


34,793


4,125Revenue for financial reporting purposes

$
170,924

$
171,735


(0.5
)


Revenues
remained relatively 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%.

The
following table illustrates the number of training events, number of customers and average number of customers per course for the comparative periods:

Years ended
December 31,%
Change2009

2008Number of coursesFree 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


16.8Total


5,200


6,158


(15.6
)Number of attending customersBasic 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 courseBasic training sessions


35.0


58.4


(40.1
)Advanced live courses


14.8


16.8


(11.9
)Average


25.4


39.2


(35.2
)


We
had approximately 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 or 10.5%. Approximately 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

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the
course fee at the time of registering for the program. SeeBusiness Segmentsabove for further discussion of cash sales and revenue for financial
reporting.

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

Years ended
December 31,2009

2008Television


2.4
%

20.1
%Direct mail


8.9


9.9Newspaper


2.9


3.8Website


23.2


26.8Online advertising


52.4


29.3Radio and Other


10.2


10.1Total


100.0
%

100.0
%


Our
trend 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.

Changes in Deferred Revenue

Deferred 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.

For
these reasons, as reflected in the table below, our deferred revenue as a percentage of total revenue decreased 20.1 percentage points to 47.9% in 2009 compared with 68.0% in
2008.

Years ended
December 31,(in thousands)

2008

2008Deferred revenue

$
81,919

$
116,712Revenue for financial reporting purposes

$
170,924

$
171,735Deferred revenue as a percentage of revenue


47.9
%

68.0
%


We
have 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.

Operating Expenses

Direct course expenses

Direct 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.

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

Years ended
December 31,



% of Revenue
Years ended
December 31,% Change
2009 vs. 20082009

2008

2009

2008Product costs

$
22,904

$
24,244


(5.5
)

13.4


14.1Course events


19,993


30,244


(33.9
)

11.7


17.6Salaries, commissions and fees(1)


22,998


21,814


5.4


13.5


12.7Administrative fees and other


4,523


5,157


(12.3
)

2.6


3.0Total

$
70,418

$
81,459


(13.6
)

41.2


47.4


(1)Includes
recognition of $2.3 million of deferred commission expense related to RDE real estate course breakage.


The
decrease in 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.

Advertising and sales expenses

Advertising and sales expenses primarily consist of two components:



We
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.

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The
following table presents the expense categories that comprise advertising and sales expenses for the year ended December 31, 2009 and 2008, respectively, and the expense
categories as a percentage of total advertising and sales expenses (in thousands):

Years ended December 31,Expense category

2009

2008Television

$
2,026


3.9
%
$
11,015


20.6
%Direct mail


3,162


6.1


4,395


8.2Newspaper


2,074


4.0


2,572


4.8Internet


17,840


34.3


9,963


18.6Radio and other


7,231


13.8


8,099


15.2Media spending


32,333


62.1


36,044


67.4Outreach sales commissions


3,783


7.3


6,056


11.4RDE licensing fees(a)


15,930


30.6


11,356


21.2Advertising and sales expenses

$
52,046


100.0
%
$
53,456


100.0
%


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


Media
spending decreased by 10.3% for the year ended December 31, 2009, compared with the same period in 2008. Media spending, as a percentage of revenue, was 18.9% in 2009
compared with 21.0% in 2008. This decrease of 2.1 percentage points in media spending as a percentage of revenue is primarily attributable to the decreased spending in television advertising
which tends to carry the highest costs. Decreased spending was partially offset by costs associated with the launch of multiple new offerings, higher customer acquisition costs associated with
increased marketplace saturation of the RDE brands, 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 of $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 table:

Years ended
December 31,2009

2008Television


6.3
%

30.6
%Direct mail


9.8


12.2Newspaper and magazine


6.4


7.1Internet and website


55.2


27.6Radio and other


22.3


22.5Total


100.0
%

100.0
%


General and administrative expenses

General and administrative expenses primarily consist of compensation, benefits, insurance, professional fees, facilities expense and
travel for the corporate staff, as well as depreciation and amortization expenses.

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

Years ended
December 31,



% of Revenue
Years ended
December 31,% Change
2009 vs. 20082009

2008

2009

2008Office and facility costs

$
3,883

$
5,223


(25.7
)

2.3


3.0Salaries, wages and benefits


15,275


19,153


(20.2
)

8.9


11.2Legal fees


4,141


1,848


124.1


2.4


1.1Accounting and auditing fees


1,499


2,275


(34.1
)

0.9


1.3Other professional fees


2,153


1,592


35.2


1.2


0.9Other


3,569


3,879


(8.0
)

2.1


2.3Total

$
30,520

$
33,970


(10.2
)

17.8


19.8


In
2009, we increased focus on the alignment of the Company's general and administrative expenses in relation to current business conditions and decline in sales. In connection with the
initiative to improve alignment, we significantly reduced headcount and the related salary, benefit and office expenses, renegotiated our insurance costs and reduced IT and facility costs.

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.

The
$0.8 million decrease in accounting and auditing fees for 2009 compared with 2008 is primarily attributable to the cessation of the costs associated with restatements. The
$0.6 million increase in other professional fees for 2009 compared with 2008 is primarily attributable to external fees paid in connection with our rebranding efforts during 2009.

Litigation settlement expenses

Litigation settlement expenses in 2009 were $3.8 million and include costs associated with the settlement of lawsuits related to
a non-core real estate investment in Costa Rica, the circumstances surrounding which are not typical or in the ordinary course of our business. There were no similar litigation settlement
expenses in 2008.

Impairment of assets

In 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.

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

Investment in real estate (Tranquility Bay)

$
1,661Note receivable collaterized by land and building


247Bizflow accounting software


103MRS customer list


151Total

$
2,162


In
2008, 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 Receivablein the Notes to Consolidated Financial Statements for further discussion. TheTeach
Me To Trade® trademark andTeach 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.

In
2008, our impairment charges consisted of the following (in thousands):

Corporate aircraft

$
2,217Note receivable Tranquility Bay


500Teach Me Usoftware


166Teach Me To Trade® trademark


173Total

$
3,056


Income (loss) from operations

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 in the income from operations was primarily due to the recording of breakage revenue of $23.0 million for the real estate component of our RDE segment in the
fourth quarter of 2009.

Interest income

Interest income in 2009 decreased by $0.9 million to $0.4 million compared with $1.3 million in 2008. The decrease
in interest income is due to a reduction in the balances of our interest-bearing cash and cash equivalent accounts and a continued reduction in interest rates earned due to general economic
conditions.

Gain on disposition of assets

Gain on the disposition of assets was $1.0 million in 2008, and resulted from the sale of certain Costa Rica assets held for
sale at December 31, 2008. There were no such items in 2009.

Income tax provision

In 2009 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

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

Management's Plan

The financial statements have been prepared in contemplation of management's plan for 2010 which assumes a viable operational and
financial structure.

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.

In
addition, the Letter Agreement dated March 16, 2010 with the Rich Dad Parties will include 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.

It
is 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 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.

Licensing Agreements with the Rich Dad Parties

Effective July 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 a limited liability company named Rich Dad
Education, LLC, 51% of which was owned by us, and the remaining 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, Canada and the United Kingdom.

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 sellingRich Dad Poor Dadand 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 theRich Dad Poor
Dadbook 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.

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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 Company's students. The reserve account will be funded with fulfillment royalty payments and any funds received from the renegotiation of a
letter agreement with RDO's licensed third party coaching services provider and the Company's merchant deposit reserve funds. In addition, 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 of, or other realization
upon, any non-core assets or any cash accounts from RDE made available to Tigrent) exceeds $6 million.

Until
the reserve 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 to fulfillment of student agreements.

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 Business which exceed $500,000 per year without obtaining written approval from RDO. The Company must also consult with RDO prior to hiring a chief executive officer,
chief financial officer 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.

Under
the 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.

In
connection with the dissolution of RDE, the Company and Rich Global have agreed to terminate certain agreements related to the previous license agreement, which are (i) the
Administrative Services Agreement dated July 18, 2006, as amended, (ii) the License Agreement dated July 18, 2006 between RDE and the Company and (iii) the License
Agreement dated July 18, 2006 between RDE and Rich Global. The Company has agreed to release Rich Global from all general

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claims
related to RDE and Rich Global has agreed to release the Company from specific monetary and other claims that it alleged against the Company and RDE in connection with its letter dated
March 27, 2009 alleging certain defaults. In addition, the Company and Rich Global also intend on entering into a cooperative marketing and advertising agreement with Professional Education
Institute ("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.

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

Known Trends

In general, 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.

We
continued to experience declining revenue in the Company's Proprietary brands during 2009. During the second and third quarters of 2008, we discontinued our Building Wealth and ourTeach Me to Trade® Brands in the United States and
Canada and reduced the number of events held for Proprietary brands in response to economic trends. Our trend in sales of our Proprietary brands has stabilized as a smaller percentage of our revenue.

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.

Based
on 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.

Liquidity and Capital Resources

Our capital requirements consist primarily of working capital and capital expenditures. Historically, we have funded our working
capital and capital expenditures using cash and cash equivalents on hand.

The
agreement 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.

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As 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 cash, cash equivalents and restricted 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 cash balances in 2009 compared with 2008 reflects declining cash
sales of RDE products and services during 2009, expenditures to fulfill sales from earlier periods and higher costs to attract customers in the current economic environment.

The
majority of our cash equivalents were invested in short-term, liquid, money market funds and corporate bonds during 2009. Restricted cash balances, consisting primarily
of funds on deposit with credit card processors and cash collateral with our credit card vendors, totaled $12.7 million at December 31, 2009 and $13.5 million at
December 31, 2008. As of December 31, 2009, the restricted cash balance included $10.8 million attributable to RDE and $1.9 million related to our Proprietary brands. As of
December 31, 2008, the restricted cash balance included $9.2 million attributable to RDE and $4.3 million related to our Proprietary brands. Restricted cash balances held by
credit card processors are unavailable to us unless we discontinue sale of our products. As the Proprietary brand sales have decreased, our credit card vendors have returned funds held as collateral.
Conversely, as our Rich Dad brand sales have increased, additional cash has been restricted for use by our credit card vendors.

Net
cash 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Litigationin 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 theBusiness Segmentssection above and our increased cost of
customer acquisition.

Net
cash provided by investing activities was $3.3 million in 2009 compared with $2.6 million in 2008, an increase of $0.7 million. In the first quarter of 2009, we
received proceeds from the sale of our corporate aircraft of $3.7 million and in the first half of 2008 we received $3.0 million of proceeds from the sale of investments located in Costa
Rica.

Net
cash used in financing activities was $0.3 million in 2009 compared with $1.7 million in 2008, a decrease of $1.4 million. The change was primarily due to the
decrease of $1.3 million in distributions paid to Rich Global, which were $0.3 million in the second quarter of 2009 compared with $1.6 million in the first quarter of 2008.

We
have experienced a 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 offerings in
an effort to mitigate this decline in cash sales and the proportionate contribution from RDE. We intend on concentrating our efforts on the Rich Dad brand and increase lifetime customer value through
cooperative marketing strategies among the Rich Dad partners. We have introduced new course offerings and may continue to do so in the future. No assurances can be made about the timing and extent of
any contribution to sales or net income from these new brands or courses.

In
connection with the investigations by the SEC, 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 $12.9 million in professional and external direct costs associated with these matters in total ($0.3 million in the year ended
December 31, 2009). The 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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Historically,
we have been able to fund our operations primarily using unrestricted cash on hand. If our cash on hand is not sufficient to fund our operations, we may need to obtain
external sources of capital. However, the current economic environment and the Company's financial results and liquidity position may severely limit our ability to obtain external sources of capital,
if necessary.

From
time to time, we evaluate potential acquisitions of business products or technologies that complement our business. To the extent that financial resources are insufficient to fund
future activities, we may need to raise additional funds. However, there can be no assurance that additional funding, if needed, will be available. If adequate funds are not available on acceptable
terms, we may be unable to expand our business, develop or enhance our products and 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.

The
Company has sustained recurring negative cash flows from operations over the past two years. Cash and cash equivalents have declined from $33.0 million at December 31,
2007 to $10.8 million at December 31, 2009. 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 in 2010 relating to license fees due to RDO for the use of the Rich Dad brand. However, 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 enable it to have sufficient
liquidity to fund working capital needs through December 31, 2010; however, there can be no assurances that this will be the case or that the Company will be able to fund operations in future
years.

The
Company is committed to cash expenditures with respect to the contractual obligations set forth in the following table (in thousands):

Total
Debt

Operating
Lease
Commitments

Total
Contractual
Obligations2010

$
854

$
709

$
1,5632011


817


135


9522012


813


60


8732013


274


37


3112014


128


13


141Thereafter


2,635





2,635Total

$
5,521

$
954

$
6,475


Non-core investments

Costa Rica

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

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method
of accounting, we recorded our share of the losses related to our interests in these entities of approximately $0.2 million in each year.

In
addition, we 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.

Southwest Florida Investment

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.

In
May 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.

Critical Accounting Policies and Estimates

The preparation of 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.

Management
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.

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Long-Lived Assets and Intangibles

Periodically, 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.

Revenue Recognition Policy

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) 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.

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.

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

Product

Recognition PolicySeminars

Deferred upon sale and recognized when the seminar is attended or delivered on-line or by DVDOnline courses

Deferred upon sale and recognized when the course is accessed over the delivery periodCoaching and mentoring sessions

Deferred and recognized as service is providedData 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.

When
the likelihood of attendance by the customer is remote and the customer contract has expired, course breakage is calculated based on the historical percentage of
(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.

We
determine our course breakage rate based upon estimates developed from historical customer attendance patterns. Typically, we use a three year period to estimate the customer's
attendance patterns. Based on the historical information, we are able to determine 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 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.

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 over the period that the services are performed.

Income Taxes

We account for income taxes using the asset and liability method in accordance with ASC 740 (formerly SFAS No. 109, Accounting for Income
Taxes) ("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.

The
Company adopted the provisions of ACS 740-10 (formerly FASB Interpretation No. 48,Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109), on January 1, 2007. 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

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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 contingent liabilities were identified or recorded.

Accounting for Litigation and Settlements

We are involved in various legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but
not limited to, court rulings, negotiations between affected parties, and the possibility of governmental intervention. Management assesses the 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, 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.

The
critical accounting 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.

Recently Issued Accounting Pronouncements Not Yet Adopted

For 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.

Off-Balance Sheet Arrangements

We have not entered into any transaction, 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, 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.

Impact of Inflation

Inflation did not materially affect our business during the last several years.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements



Tigrent Inc.Report of Independent Registered Public Accounting Firm

39Consolidated Balance Sheets as of December 31, 2009 and 2008

40Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2009 and
2008

41Consolidated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008

42Consolidated Statement of Changes in Stockholders' Deficit for the Years Ended December 31, 2009 and
2008

43Notes to Consolidated Financial Statements

44


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors and Stockholders
Tigrent Inc. and Subsidiaries
Cape Coral, Florida

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.

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.

In
our 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.

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


April 15,
2010
Denver, Colorado

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TIGRENT INC. AND SUBSIDIARIES        Consolidated Balance Sheets        (in thousands, except share data)

Years ended
December 31,2009

2008AssetsCurrent assets:Cash and cash equivalents

$
10,764

$
23,594Restricted cash


12,725


13,492Deferred course expenses, current portion


15,368


22,070Prepaid expenses and other current assets


2,410


2,452Inventory


506


953Asset held for sale





3,748Total current assets


41,773


66,309Notes receivable, net of current portion


6,636


9,677Property, equipment and intangible assets, net


3,396


4,241Investments in real estate


2,377


1,227Other assets


237


154Total assets

$
54,419

$
81,608Liabilities and Stockholders' DeficitCurrent liabilities:Accounts payable

$
3,741

$
4,516Income taxes payable


1,450


799Accrued course expenses


1,341


1,440Accrued salaries, wages and benefits


542


851Other accrued expenses


4,692


6,611Long-term debt, current portion


854


87Other current liabilities


139


201Deferred revenue, current portion


81,404


116,642Total current liabilities


94,163


131,147Long-term debt, net of current portion


4,667


2,913Other liabilities


531


222Total liabilities


99,361


134,282Commitments and contingenciesTigrent 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


2,591Paid-in capital


2,584


2,507Cumulative foreign currency translation adjustment


21


1,236Accumulated 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 notes are an integral part of these consolidated financial statements.

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

Years ended
December 31,2009

2008Revenue

$
170,924

$
171,735Operating costs and expenses:Direct course expenses


70,418


81,459Advertising and sales expenses


52,046


53,456General and administrative expenses


30,520


33,970Impairment of assets


2,162


3,056Litigation settlement expenses


3,846


Total operating costs and expenses


158,992


171,941Income (loss) from operations


11,932


(206
)Other income:Other income, net


313


179Interest income


358


1,300Interest expense


(232
)

(217
)Equity loss from investment in real estate


(154
)

(163
)Gain on sale of assets





994Total other income


285


2,093Income before income taxes


12,217


1,887Income tax provision


(2,438
)

(1,305
)Net income


9,779


582Net loss attributable to noncontrolling interest


(357
)

Net income attributable to Tigrent Inc.

$
10,136

$
582Basic and diluted net income per share attributable to Tigrent Inc.'s common shareholders

$
0.86

$
0.05Basic and diluted weighted average common shares outstanding


11,739


11,739Comprehensive income:Net income

$
9,779

$
582Foreign currency translation adjustments


(1,868
)

2,895Comprehensive income


7,911


3,477Comprehensive loss attributable to noncontrolling interest


(1,010
)

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

Years ended
December 31,2009

2008Cash flows from operating activities:Net income

$
9,779

$
582Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization


995


1,382Impairment of assets


2,162


3,056Litigation settlement through issuance of secured long-term debt


2,600


Real estate investment received in litigation settlement


(110
)

Stock-based compensation expense


77


665Gain on sale of assets





(994
)Equity loss from related parties


154


163Changes in operating assets and liabilities:Restricted cash


767


(5,043
)Prepaid expenses and other current assets


64


1,752Inventory


447


484Deferred course expenses


6,640


(2,828
)Other assets


(21
)

102Accounts 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


22Net 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


115Proceeds from the sale of assets


3,748


3,032Investments in and advances to real estate investment


(271
)

(137
)Net cash provided by investing activities


3,261


2,646Cash flows from financing activities:Proceeds from issuance of unsecured debt





7Principal 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
)

2,895Net decrease in cash and cash equivalents


(12,830
)

(9,418
)Cash and cash equivalents at beginning of year


23,594


33,012Cash and cash equivalents at end of year

$
10,764

$
23,594Supplemental cash flow information:Cash paid for:Interest

$
161

$
218Income taxes

$
1,790

$
1,013Supplemental 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

$


$
61Accounts receivable converted to notes receivable

$


$
335


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

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

Tigrent Inc.Cumulative
foreign
currency
translation
adjustmentCommon StockAdditional
paid-in
capital

Accumulated
deficit

Noncontrolling
interest

Total
stockholders'
deficitShares

AmountBalance 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











665Foreign currency translation adjustment











2,895








2,895Net income














582





582Balance 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











77Foreign currency translation adjustment











(1,215
)




(653
)

(1,868
)Net income














10,136


(357
)

9,779Balance at December 31, 2009


11,739

$
2,591

$
2,584

$
21

$
(48,872
)
$
(1,266
)
$
(44,942
)


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

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TIGRENT INC. AND SUBSIDIARIES        Notes to Consolidated Financial Statements

Note 1Business Description and Basis of Presentation

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.

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, 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.

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.

Effective
at the 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 Informationfor additional disclosures.

Certain
reclassifications have been made in the 2008 consolidated financial statements to conform to the 2009 presentation.

Note 2Significant Accounting Policies and Related Information

The financial statements have been prepared in contemplation of management's plan for 2010 which assumes a viable operational and financial structure.

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. Management has
evaluated whether we have sufficient liquidity 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 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.

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TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

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.

It
is 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.

Use of estimates

The 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.

Financial instruments

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.

Cash and cash equivalents

We 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

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

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

Restricted cash

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.

Inventory

Inventory consists primarily of books, videos and training materials 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.

Property and equipment, net, and intangible assets

Property 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:

Buildings

40 yearsFurniture fixtures and equipment

7 yearsOther assets

5 yearsPurchased software

3 years


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

In
accordance with ASC 350-30 (formerly SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived
Assets), we evaluate the carrying amount of our long-lived assets such as property and equipment, and definite-lived intangible assets subject to amortization for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its
carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or 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. Further, we evaluate assets for impairment annually at year end.

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

Revenue recognition

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.

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 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.

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

Product

Recognition PolicySeminars

Deferred upon sale and recognized when the seminar is attended or delivered on-line or by DVDOnline courses

Deferred upon sale and recognized when the course is accessed over the delivery periodCoaching and mentoring sessions

Deferred and recognized as service is providedData 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 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.

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

When
the likelihood of attendance by the customer is remote and the customer contract has expired, course breakage is calculated on the historical percentage of (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.

We
determine our course breakage 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.

To
the 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 will 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.

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.

Deferred course expenses

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
capitalize the commissions and fees paid to our speakers consistent with ASC 310-20 (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
Contractsand the SEC's Staff Accounting Bulletin No. 104,Revenue Recognition).

Advertising and sales expenses

We 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.

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

Income taxes

We account for 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 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.

The
Company follows the provisions of ACS 740-10 (formerly FASB Interpretation No. 48,Accounting for Uncertainty in Income
Taxesan 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.

Foreign currency translation

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 as a
component of accumulated other comprehensive income in shareholders' equity. Foreign currency transaction gains (losses) totaled approximately $0.1 and $(0.3) million during 2009 and 2008,
respectively, and were reported on our Consolidated Statement of Operations as a component of Other income, net.

Net income per share

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,

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

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 December 31, 2009. There were a total of 668,650 stock options and 890,719 warrants to purchase common stock
outstanding as of December 31, 2008.

Stock-based compensation

We follow ASC 718 (formerly SFAS No. 123R,Share-Based
Paymentrevised 2004) ("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 for 2009 and 2008 based on historical experience. In September 2008, our Board of Directors entered into a Restricted Performance Share Agreement ("Agreement") with our
Chief Executive Officer, subject to shareholder approval which occurred on September 2, 2009. The Agreement provided for the issuance of 600,000 restricted shares of the Company's Common Stock,
which vest in accordance with certain market and service conditions. In accordance with ASC 718, because the restricted stock was subject to shareholder approval, they were not deemed to be granted
for accounting purposes and no compensation cost was recognized prior to shareholder approval. On September 2, 2009, when shareholder approval was obtained, we began recording compensation cost
associated with the restricted stock. See Note 9Stock-Based Compensation,for additional information.

Comprehensive income

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

Recently Adopted Accounting Pronouncements

In June 2009, the FASB issued ASC 105,Generally Accepted Accounting Principles,
(formerly SFAS No. 168,The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principlesa replacement
of FASB Statement No. 162) ("SFAS No. 168"). This guidance replaces SFAS No. 162 and establishes theFASB Accounting Standards
Codification("Codification" or "ASC"). Effective July 1, 2009, the Codification became the single source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. On the effective date of this guidance, the Codification superseded all then-existing non-SEC accounting and reporting standards. This guidance is
effective for interim and annual periods ending after September 15, 2009. The Company adopted this guidance in the third quarter ending September 30, 2009 and it did not have any impact
on the Company's consolidated financial position, results of operations or cash flows. The adoption required us to prospectively replace references to previously existing non-SEC
accounting and reporting standards with the respective sections of the ASC. For clarity, the Company has chosen to include Codification references, indicated as ASC references, in addition to
traditional GAAP authority references in this report.

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

In August 2009, the FASB issued Accounting Standards Update 2009-05,Fair Value Measurements and Disclosures (Topic 820)Measuring
Liabilities at Fair Value(Update 2009-05). This ASC 820 update provides clarification that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure fair value of such liability using one or more of the techniques prescribed by the update. This update is effective for
interim periods beginning after issuance. The Company adopted this guidance in the fourth quarter ended December 31, 2009 and it did not have a material impact on the Company's consolidated
financial position, results of operations or cash flows.

In
May 2009, the FASB issued ASC 855,Subsequent Events, (formerly SFAS No. 165,Subsequent
Events), which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or
are available to be issued. This guidance introduces the concept of financial statements being "available to be issued" and requires disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date. This guidance is effective for interim financial periods ending after June 15, 2009. The Company adopted this guidance in the second quarter ended
June 30, 2009 and it did not have a material impact on the Company's consolidated financial position, results of operations or cash flows. Effective February 24, 2010, the FASB modified
its guidance related to subsequent events and the Company has adopted the change. This guidance continues to require entities that file or furnish financial statements with the SEC to evaluate
subsequent events through the date the financial statements are issued; however, this guidance removed the requirement for these entities to disclose the date through which events have been evaluated.
The adoption of this guidance did not have an effect on the results of operations or financial position of the Company.

In
April 2009, the FASB issued ASC 825,Financial Instruments, (formerly FSP No. 107-1 and APB
No. 28-1,Interim Disclosures about Fair Value of Financial Instruments), to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This guidance also amends ASC 270,Interim
Reporting,formerly Accounting Principles Board ("APB") Opinion No. 28,Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods. This guidance is effective for interim reporting periods ending after June 15, 2009. The Company adopted this
guidance in the second quarter ending June 30, 2009 and it did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In
April 2009, the FASB issued ASC 820, (formerly FSP No. FAS 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset
or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly). This guidance provides additional guidance for estimating fair value when the
market activity for an asset or liability has declined significantly. This guidance is effective for interim and annual periods ending after June 15, 2009. The Company adopted this guidance in
the second quarter ending June 30, 2009 and it did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In
November 2008, the FASB ratified the final consensus reached in ASC 323,InvestmentsEquity Method and Joint Ventures,formerly Emerging Issues Tax Force ("EITF") Issue No. 08-6,Equity Method Investment Accounting Considerations("EITF
No. 08-6"). This guidance resolves several accounting issues that arise in applying the equity method of accounting. Most of these issues arise or become more prevalent upon the
effective date of ASC 805,(formerly SFAS No. 141R) or ASC 810, (formerly

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

SFAS
No. 160). This guidance is effective for fiscal years beginning on or after December 15, 2008. The Company adopted this guidance on January 1, 2009 and it did not have a
material impact on the Company's consolidated financial position, results of operations or cash flows.

In
June 2008, the FASB issued ASC 260,Earnings per Share("ASC 260"), (formerly FSP EITF 03-06-1, Determining Whether Instruments Granted in Share-Based Payment Transactions
Are Participating Securities). This guidance addresses whether instruments
granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class
method as described in ASC 260, (formerly SFAS No. 128,Earnings per Share). This guidance is effective for financial statements issued for
fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company adopted this guidance on January 1, 2009 and it did not have a material impact on the
Company's consolidated financial position, results of operations or cash flows.

In
December 2007, the FASB issued ASC 810, (formerly SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statementsan amendment
of ARB No. 51). This guidance establishes accounting and reporting standards for a parent company's noncontrolling, or minority, interests in its subsidiaries. This
guidance also provides accounting and reporting standards for changes in a parent's ownership interest of a noncontrolling interest as well as deconsolidation procedures. This guidance aligns the
reporting of noncontrolling interests in subsidiaries with the requirements in International Accounting Standards 27 and is effective for fiscal years beginning on or after December 15, 2008,
and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2009 and has reflected its required disclosures herein.

Other
recent accounting pronouncements adopted by the Company during 2009 did not have a material impact to our consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In September 2009, the FASB ratified EITF Issue No. 08-1,Revenue Arrangements with Multiple
Deliverables("EITF No. 08-1"). This guidance applies to multiple-deliverable arrangements that are currently within the scope of ASC 605-25, Revenue Recognition,(formerly
EITF 00-21,Revenue Arrangements with Multiple
Deliverables("EITF No. 00-21")). This guidance modifies the separation criteria of EITF No. 00-21 by eliminating the criterion for
objective and reliable evidence of fair value for the undelivered products or services. Instead, revenue arrangements with multiple deliverables should be divided into separate units of accounting if
the deliverables meet both of the following criteria: (i) the delivered items have value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of
return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in control of the vendor. This guidance eliminates the use of the
residual method of allocation and requires, instead, that arrangement consideration be allocated, at the inception of the arrangement, to all deliverables based on their relative selling price
(i.e., the relative selling price method). When applying the relative selling price method, a hierarchy is used for estimating the selling price for each of the deliverables as follows:
(i) vendor-specific objective evidence ("VSOE") of the selling price; (ii) third-party evidence ("TPE") of the selling priceprices of the vendor's or any competitor's
largely interchangeable products or services, in standalone sales to similarly situated customers; or (iii) best estimate of the selling price. This guidance will be effective for revenue
arrangements entered into or materially modified in fiscal

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Notes to Consolidated Financial Statements (Continued)

Note 2Significant Accounting Policies and Related Information (Continued)

years
beginning on or after June 15, 2010, with earlier application permitted. The Company is currently assessing the impact of this guidance on its consolidated financial position, results of
operations or cash flows.

In
June 2009, the FASB issued ASC 810, (formerly SFAS No. 167,Amendments to FASB Interpretation No. 46(R)). This guidance
was issued to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. This guidance
will be effective for fiscal years beginning after November 15, 2009. The Company is currently assessing the impact of this guidance on its consolidated financial position, results of
operations and cash flows and does not expect the adoption of this guidance to have a material effect on our consolidated financial position, results of operations or cash flows.

Note 3Impairment of Assets

We performed impairment testing of our long-lived assets in accordance with the applicable accounting literature. The Company, tests for 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, the Company used Level 3 inputs, 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, the Company used market indicators such as appraisals, recent market activity and other
related information.

In
2009, we recorded impairment charges totaling $2.2 million. Of the $2.2 million, $1.7 million is related to our investment in the Tranquility Bay property whose
value we consider impaired because of deteriorating real estate market conditions in Southwest Florida where the property is located and liens on the property. 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.

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

Investment in real estate (Tranquility Bay)

$
1,661Note receivable collaterized by land and building


247Bizflow software


103MRS customer list


151Total

$
2,162


During
the third quarter of 2008, the Board of Directors approved the sale of our corporate aircraft. We recorded an impairment loss of $2.2 million to reduce the book value of
the aircraft to its estimated net realizable value as of December 31, 2008. During the first quarter of 2009, we sold the aircraft, for net proceeds of approximately $3.8 million. The
aircraft and note receivable are included in the corporate asset segment. The software and trademark are included in the Proprietary brands, financial markets training segment.

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Notes to Consolidated Financial Statements (Continued)

Note 3Impairment of Assets (Continued)

In
2008, we recorded impairment charges, as follows (in thousands):

Corporate aircraft

$
2,217Note receivable Tranquility Bay


500Teach Me Usoftware


166Teach Me To Trade® trademark


173Total

$
3,056


Note 4Asset Held for Sale

As of December 31, 2009, we did not have any assets that qualified for held for sale classification. As of December 31, 2008, the asset held for sale consisted of our
corporate aircraft, a Cessna Citation VII, which was sold on January 20, 2009, to an unrelated third party for net proceeds of $3.8 million. We recorded an impairment of
$2.2 million for the aircraft in the third quarter of 2008 to reflect the decline in fair market value resulting from the economic downturn.

Note 5Certain Relationships and Related Transactions

Gulfstream Development Group, LLC

During the year ended December 31, 2008, the Company had an agreement with Gulfstream Development Group, LLC
("Gulfstream") in which we were compensated for appointing Gulfstream as the exclusive offeror of homes for customers of our advanced real estate courses. Customers were offered the opportunity to
purchase residential lots in Southwest Florida from Gulfstream, other lot owners, or Mr. Russell A. Whitney, our former Chairman and Chief Executive Officer. Gulfstream constructed homes on
lots owned by our customers. Under a Referral Services Agreement with Gulfstream, Gulfstream agreed to pay the Company $2,500, with $500 of that being paid to Company trainers who assisted in the
referral for each customer that the Company referred to Gulfstream. Our relationship with Gulfstream was terminated in 2008.

Based
upon information we received from Gulfstream, Mr. Whitney received the following payments from Gulfstream during the year ended December 31, 2008; (i) salary
of $70,000; (ii) transaction-based compensation of $898,100 and (iii) distributions of $264,643. The Company has not received information from Gulfstream or Mr. Whitney for the
comparable period in 2009.

A
committee of the Board of Directors is reviewing the Gulfstream transactions regarding compliance with the applicable governance and related party transaction requirements established
by the Company.

Costa Rica

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 years ended December 31, 2009 and 2008, using the equity

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Notes to Consolidated Financial Statements (Continued)

Note 5Certain Relationships and Related Transactions (Continued)

method
of accounting, we recorded our share of the losses related to our interests in these entities of approximately $0.2 million in each year. See
Note 8Long-Term Debtand Note 15Commitments and
ContingenciesLitigationfor further discussion of litigation involving M. Barry Strudwick and Susan Weiss and related notes payable.

In
addition, we 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.

A
committee of the Board of Directors is reviewing the Costa Rica transactions regarding compliance with the applicable governance and related party transaction requirements established
by the Company.

Note 6Notes Receivable

Notes receivable consists of the following (in thousands):

Years ended
December 31,2009

2008Note receivable from the sale of real estate. Issued in November 2005 with original face amount of $11.0 million. Principal and interest payable
monthly at a 6.25% interest rate. $6.2 million due at maturity (November 2015) and is collateralized by land and a building in Central Florida.

$
6,681

$
6,999Note receivable from the sale of our 50% equity interest in land known as "Tranquility Bay."(a)





2,583Advanced funds to software development company, non-interest bearing, collateralized by EduTradersoftware revenue. Payable in 36 equal monthly installments through September 2011


181


299Total of notes receivable


6,862


9,881Less: current portion (included in Prepaid expenses and other current assets)


(226
)

(204
)Long-term notes receivable

$
6,636

$
9,677


(a)On
August 25, 2009, the Company exercised its rights under a settlement agreement to receive the controlling membership interest in Tranquility Bay
and control the real property that is owned by Tranquility Bay. As a result, the Company recorded the equity interest received as satisfaction of the note receivable. The equity interest in
Tranquility Bay is included in Investments in real estate. See Note 15Commitments and ContingenciesLitigationfor
further discussion of Tranquility Bay.


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Notes to Consolidated Financial Statements (Continued)




Note 7Property and Equipment and Intangible Assets

Property and equipment consists of the following (in thousands):

As of December 31,2009

2008Land

$
782

$
782Buildings


1,426


1,426Software


2,732


2,604Equipment


1,919


1,763Furniture and fixtures


1,014


1,004Leasehold improvements


2,077


2,051Property and equipment


9,950


9,630Less: accumulated depreciation


(6,554
)

(5,584
)Property and equipment, net

$
3,396

$
4,046


Depreciation
expense on property and equipment in 2009 and 2008 was $1.0 million and $1.3 million, respectively.

Intangible
assets consisted of customer lists, which were fully impaired in 2009. The following table reflects the yearend balances (in thousands):

December 31,2009

2008Customer lists

$
1,003

$
1 ,154Less: accumulated amortization


(1,003
)

(959
)Intangible assets, net of accumulated amortization

$


$
195


Amortization
expense on intangibles assets in 2009 and 2008 was $44,000 and $64,000, respectively.

56

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 8Long-Term Debt

Long-term debt consists of the following (in thousands):

December 31,2009

2008Note payable to individuals for the purchase of an equity interest in SCB Building, LLC. Original face amount of $3.6 million in March 2006.
Principal and interest payable monthly at a 6.25% interest rate. $2.6 million due at maturity (April 2016) and is unsecured.(a)

$
2,878

$
2,907Note payable to individuals for the settlement of litigation related to non-core real estate investments in Costa Rica. Original face amount of
$2.3 million in September 2009. Principal and interest payable quarterly at a 6.00% interest rate beginning in 2010. Maturity in October 2012 and are to be secured by interests in MDM/MTO and Tranquility Bay.(b)


2,300


Note payable to individuals for the settlement of litigation related to non-core real estate investments in Costa Rica. Original face amount of
$0.3 million in September 2009. Interest payable quarterly at an 8.00% interest rate beginning in 2010. Principal and interest payable quarterly beginning in 2013. Maturity in January 2014 and are to be secured by interests in MDM/MTO and
Tranquility Bay.(b)


300


Other installment notes payable for equipment financing at weighted average interest rates of 9.7% and 9.6% at December 31, 2009, and
December 31, 2008, respectively.


43


93Long-term debt


5,521


3,000Less: current portion


(854
)

(87
)Total long-term debt, net of current portion

$
4,667

$
2,913


(a)In
the event that the note receivable collaterized by the land and building in Central Florida is repaid, the Company is obligated to satisfy this note.(b)As
of December 31, 2009, the carrying values of MDM/MTO and Tranquility Bay are $1.4 million and $1.0 million, respectively. See
Note 15Commitments and ContingenciesLitigationfor further discussion
of MDM, Tranquility Bay and litigation involving M. Barry Strudwick and Susan Weiss.


Long-term
debt matures as follows (in thousands):

Total
Debt2010

$
8542011


8172012


8132013


2742014


128Thereafter


2,635Total

$
5,521


57

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 9Stock-Based Compensation

2009 Incentive Plan

Our 2009 Incentive Plan ("Incentive Plan"), which was approved by our shareholders on September 2, 2009, provides for the
issuance of up to 1.3 million shares of our common stock. The Incentive Plan allows for the granting of a broad range of award types, including stock options (incentive and
non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units and other stock awards. Employees, Plan cover employee and
non-employee directors directors (employee or non-employee directors), management and consultants are eligible to receive awards. The purpose of the Incentive Plan is to motivate participants to
achieve long range goals, attract and retain eligible employees, provide incentives competitive with other similar companies and align the interest of employees and directors with those of our
shareholders. The Incentive Plan is administered by the Compensation Committee of the Board of Directors. In September 2008, our Board of Directors entered into a Restricted Performance Share
Agreement ("Agreement") with our Chief Executive Officer, providing for the issuance of 600,000 restricted shares of the Company's Common Stock, which vest in accordance with certain market and
service conditions. Effective March 16, 2010, our Chief Executive Officer was no longer with the Company, and will forfeit these shares if certain performance targets are not met within
90 days of his departure.

1998 Stock Option Plan

Our 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. The 1998 Plan expired on August 30, 2008, but options that were issued under the 1998 Plan prior to
the expiration date are still outstanding and exercisable when vested. Employees, directors and consultants 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 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 had discretion to approve a different vesting period. All options expire ten years from the
date of grant.

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TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 9Stock-Based Compensation (Continued)

Compensation Expense and Related Valuation Techniques

The Company calculates share-based compensation expense in accordance with ASC 718, CompensationStock Compensation("ASC 718"),
(formerly SFAS No. 123 (revised 2004),Share-Based
Payment). In accordance with ASC 718, we record compensation expense for all share-based payment awards made to employees and directors under the Company's 1998 Plan and the
Company's Incentive Plan based on estimated fair value at the date of grant. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an
option-pricing valuation model. The value of the portion of the awards that is ultimately expected to vest is recognized as an expense over the requisite service periods. Under ASC 718, the Company
determined the estimated value of stock option awards under the 1998 Plan using the Black-Scholes valuation model and restricted performance shares under the Incentive Plan using a Barrier valuation
model to estimate the fair value of the restricted stock and a Lattice valuation model to calculate the derived service period. ASC 718 requires the Company to recognize expense over the service
period for options that are expected to vest and record adjustments to stock option compensation expense at the end of the service period if actual forfeitures differ from original estimates. The
Company recognizes share-based compensation expense on a straight-line basis.

The
following table summarizes the components of our stock-based compensation programs recorded as expense (in thousands):

Years ended
December 31,2009

2008Stock-based compensation expense:Pretax compensation expense

$
77

$
665Income tax benefit





Stock-based compensation expense, net of the related tax effect

$
77

$
665


Our
stock-based compensation expense is included in general and administrative expenses in our Consolidated Statements of Operations.

There
were no stock options granted during 2009. The estimated fair value of the option grants in 2008 was calculated using the Black-Scholes option pricing model. The following
summarizes the assumptions used in the Black Scholes model:

Risk free interest rate


4.58% - 3.62%Expected volatility


68.3% - 75.3%Dividend yield


0.0%Expected term in years


5.25 - 5.75


The
Black-Scholes model incorporates assumptions to value stock-based awards. The risk free rate of interest for periods within the contractual life of the option is based on a
zero-coupon U.S. government instrument over the expected term of the equity instrument. Expected volatility is based on the historical volatility of our stock.

59

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 9Stock-Based Compensation (Continued)

Our
estimation of expected term was based on the guidelines in Staff Accounting Bulletin No. 107, ("SAB No.107"), which allows companies whose stock options meet specific criteria
to be considered "plain-vanilla" options, thereby allowing the simplified method of estimating expected term to be applied. Our stock option awards met the criteria to use the simplified method of
calculating expected term. This calculation was performed using the average of the mid-points for each vesting tranche. This methodology is not materially different from our historical
data on exercise timing.

The
following table presents the activity for options outstanding (in thousands, except per share data):

Total Stock Options

Number
of options

Weighted
average
exercise
price

Weighted
average
remaining
contractual
life (years)

Aggregate
Intrinsic
ValueOutstanding as of December 31, 2008


669

$
4.93Granted





Forfeited


(503
)

5.35Exercised





Outstanding as of December 31, 2009


166

$
3.67


5.5

$
Exercisable as of December 31, 2009


154

$
3.78


5.4

$



The
weighted average grant date fair value of options granted during fiscal 2008 was $2.50. No stock option grants were awarded in 2009. There were no options exercised during 2009 and
2008. The outstanding and exercisable options have no intrinsic value based on the December 31, 2009 closing market price of $0.65 per share.

A
summary of the status of our nonvested shares as December 31, 2009, and the changes during 2009 are presented in the table below (in thousands, except per share data):

Nonvested Stock Options

Number
of options

Weighted
average
grant date
exercise priceOutstanding as of December 31, 2008


35

$
2.36Granted





Vested


(18
)
$
2.36Canceled


(5
)
$
2.50Outstanding as of December 31, 2009


12

$
2.30


As
of December 31, 2009, there was no material unrecognized compensation cost related to nonvested stock options from the 1998 Plan.

In
September 2008, our Board of Directors entered into a Restricted Performance Share Agreement ("Agreement") with our Chief Executive Officer ("CEO"), Charles M. Peck, subject to
shareholder approval which occurred on September 2, 2009. The Agreement provided for the issuance of 600,000 restricted shares of the Company's Common Stock, which would vest in accordance with
certain market and service conditions.

60

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 9Stock-Based Compensation (Continued)

Compensation
expense related to restricted stock is based on the value of the portion of the share-based payment award that is ultimately expected to vest during the service period. We
recognized the compensation cost for the restricted stock on a straight-line basis over the estimated requisite service period. The requisite service period was based on the longer of the
derived service period (calculated as the output of a Lattice model) or the remaining explicit service period. Since the remaining explicit service period of 3.04 years was greater than the
calculated derived service period for each tranche, as outlined in the Agreement, compensation expense was recorded on a straight-line basis over the 3.04 year explicit service
period. Total unrecognized stock-based compensation expense for the restricted stock at December 31, 2009 was approximately $0.5 million. Stock-based compensation expense for the
restricted stock which was recognized for the year ended December 31, 2009 was approximately $0.1 million.

Effective
March 16, 2010, our Chief Executive Officer was no longer with the Company, and will forfeit these shares if certain performance targets are not met within
90 days of his departure.

Note 10Employee Benefit Plan

We have a 401(k) employee savings plan for eligible employees, which provide for a matching contribution from us, determined each year at our discretion. On October 10, 2008, we
suspended the Company's matching contributions, and therefore incurred no related expense in 2009. Our 2008 matching contribution expense was $0.3 million.

Note 11Income Taxes

We recognize deferred tax assets and liabilities, at enacted income tax rates, based on the temporary differences between the financial reporting basis and the tax basis of our assets
and liabilities. We include any effects of changes in income tax rates or tax laws in the provision for income taxes in the period of enactment. When it is more likely than not that a portion or all
of a deferred tax asset will not be realized in the future, we provide a corresponding valuation allowance against the deferred tax asset.

As
of December 31, 2009, we are estimating that our taxable income will not exceed the amount necessary to utilize our deferred tax assets. Therefore, we will maintain a full
valuation allowance on our net deferred tax assets. As of December 31, 2009, we have approximately $21.5 million of foreign net operating loss carryforwards and approximately
$7.8 million of state net operating loss carryforwards. The Canadian loss carryforwards begin to expire in 2027. The state net operating loss carryforwards begin to expire in 2024.

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 11Income Taxes (Continued)

Our
sources of income (loss) and income tax provision are as follows (in thousands):

Years ended
December 31,2009

2008Income (loss) before taxes:U.S.

$
19,327

$
6,923Non-U.S.


(7,110
)

(5,036
)Total income before income taxes

$
12,217

$
1,887Provision for taxes:Current:Federal

$
1,534

$
509State


904


796Non-U.S.





Total current


2,438


1,305Deferred:Federal


4,990


3,288State


387


80Non-U.S.


(2,080
)

(1,317
)Total Deferred


3,297


2,051Change in valuation allowance


(3,297
)

(2,051
)Total income tax provision

$
2,438

$
1,305Effective income tax rate


19.9
%

69.2
%


The
difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income before income taxes was as follows:

Years ended
December 31,(in percentages)

2009

2008Statutory federal income tax rate


35.0
%

35.0
%Valuation allowance


(27.2
)

(97.9
)Foreign equity income/loss


.4


9.2Incentive stock options/stock subscription


.2


11.7Personal use of aircraft





6.0State income net of federal benefit


6.1


27.4Non-U.S. income taxed at different rates


4.1


9.5Tax rate adjustment





65.7Penalties


.4


5.6Other


.9


(3.0
)Effective income tax rate


19.9
%

69.2
%


62

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 11Income Taxes (Continued)

Deferred
income tax assets and liabilities reflect the net tax effects of (i) temporary differences between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes and (ii) operating loss carryforwards. The tax effects of significant components of our deferred tax assets and liabilities are as follows in
thousands):

December 31,2009

2008Deferred tax assets:Net operating losses

$
6,503

$
6,063Accrued compensation, bonuses, severance





96Allowance for bad debt


33


393Intangible amortization


416


392Legal settlement payable


999


Impaired assets


830


Accrued expenses


324


Deferred revenue


4,890


13,114Depreciation


289


178Tax credits





671Other


60


38Valuation allowance


(9,657
)

(13,008
)Total deferred tax assets

$
4,687

$
7,937Deferred tax liabilities:Deferred course expenses

$
(4,546
)
$
(7,697
)Gain on sale


(141
)

(240
)Total deferred tax liabilities

$
(4,687
)
$
(7,937
)Net deferred taxes

$


$



Correction
of the beginning deferred income tax asset related to net operating losses and related valuation allowance is necessary as there was an overstatement of the prior year net
operating loss carry forward of $4.0 million. Due to the prior and current year valuation allowances, the correction has no net effect to the prior or current year effective tax rates.

Deferred
tax expense related to the foreign currency translation adjustment of $(0.1) million has been fully offset by a corresponding increase in the valuation allowance. These amounts,
which net to zero, are reported in other comprehensive income.

Our
federal and state tax returns for all years after 2004 are subject to future examination by tax authorities. We recognize interest and penalties related to income tax matters in
other income and general and administrative expenses, respectively.

On
March 17, 2009 we were notified by the Internal Revenue Service ("IRS") that our Company's federal tax returns for the years ended December 31, 2005, December 31,
2006, and December 31, 2007 are under examination. We believe that our accruals for tax liabilities are adequate. However, as tax regulations are subject to interpretation and tax litigation is
inherently uncertain, estimates used in determination of our tax liability may not be representative of actual outcomes.

63

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 12Offering

In December 2005, we and our former Chairman and CEO issued 3 million units of our securities to a group of 17 non-affiliated accredited investors in a
$13.5 million private placement. A unit is comprised of one share of stock plus a warrant for one-half share. We sold 1,750,000 shares of common stock and issued warrants for
875,000 shares in the private offering. Our former Chairman and Chief Executive Officer sold 1,250,000 shares and warrants for 625,000 shares in the private offering. In both cases, each warrant
allows one share to be purchased for $4.50. A unit warrant was issued to our placement agent exercisable to purchase 300,000 shares of common stock at $4.50 per share and 150,000 shares of common
stock at $6.00 per share. Including the units to our placement agent, we registered a total of 3,000,000 shares of common stock, plus 1,950,000 units underlying common stock purchase warrants.

The
time period for maintaining the effectiveness of the registration statement expired during 2007 and the Company did not file a supplement or amendment to the registration
statement.

The
following table summarizes the activity for the warrants outstanding (in thousands, except exercise price data);

Number of
warrants

Weighted
average
exercise priceOutstanding as of December 31, 2005


1,337

$
6.12Granted


41


4.60Forfeited





Exercised


(488
)

6.00Outstanding as of December 31, 2006, 2007 and 2008


890

$
6.07Granted





Forfeited


(849
)
$
6.14Exercised





Outstanding as of December 31, 2009


41

$
4.60


64

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 13Noncontrolling Interest and Pro Forma Information

The following table reconciles the reported net income attributable to Tigrent Inc. to the pro forma consolidated net income and net income per share that would have been
attributable to Tigrent Inc. had the Company not adopted the provisions of ASC 810, formerly SFAS No. 160, on January 1, 2009:

Years ended
December 31,(In thousands. Except per share amounts)

2009

2008Net income attributable to Tigrent Inc., as reported

$
10,136

$
582Net loss attributable to noncontrolling interest


(357
)

Net income attributable to Tigrent Inc., pro forma

$
9,779

$
582Basic and diluted net income per share attributable to Tigrent Inc.'s common shareholders, as reported

$
0.86

$
0.05Basic and diluted net income per share attributable to Tigrent Inc.'s common shareholders, pro forma

$
0.83

$
0.05


The
Company recorded distributions of $0.3 million on April 22, 2009, and $1.6 million on March 28, 2008, to the RDE noncontrolling interest,
Rich Global. The 2009 distribution was related to conference income earned. These distributions were made in accordance with the Limited Liability Company Agreement between the Company and Rich
Global.

Note 14Business Segment Information

We operate in two business segments: Proprietary brands andRich Dad Education. Our revenue is generated through the sale of
real estate and financial market training courses, programs and products and categorized into segments depending upon through which channel the customer was acquired. Operating results for the
segments reported below are evaluated regularly by executive management.

Years ended
December 31,(In thousands)
Segment revenue

2009

2008Proprietary brands:Real estate training

$
16,207

$
46,124Financial markets training


12,628


23,131Sub-total


28,835


69,255Rich Dad Education:Real estate training


121,618


97,545Financial markets training


20,471


4,935Sub-total


142,089


102,480Total consolidated revenue

$
170,924

$
171,735


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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 14Business Segment Information (Continued)



Years ended
December 31,(In thousands)
Segment gross profit contribution

2009

2008Proprietary brands:Real estate training

$
11,616

$
27,901Financial markets training


6,875


12,496Sub-total


18,491


40,397Rich Dad Education:Real estate training


73,442


49,868Financial markets training


8,573


11Sub-total


82,015


49,879Total consolidated gross profit

$
100,506

$
90,276




Years ended
December 31,(In thousands)
Depreciation and amortization expenses

2009

2008Proprietary brands:Real estate training

$
483

$
571Financial markets training


374


296Sub-total


857


867Rich Dad Education





Corporate


138


515Total consolidated depreciation and amortization expenses

$
995

$
1,382




Years ended
December 31,(In thousands)
Segment identifiable assets

2009

2008Proprietary brands:Real estate training

$
2,880

$
4,806Financial markets training


754


2,644Sub-total


3,634


7,450Rich Dad Education:Real estate training


26,954


46,095Financial markets training


4,482


2,259Sub-total


31,436


48,354Corporate


19,349


25,804Total consolidated identifiable assets

$
54,419

$
81,608


66

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 14Business Segment Information (Continued)



Years ended
December 31,(In thousands)
Deferred revenuecurrent portion

2009

2008Proprietary brands

$
7,111

$
26,284Rich Dad Education


74,293


90,358Total deferred revenuecurrent portion


81,404


116,642Deferred revenuelong-term portionProprietary brands


4


35Rich Dad Education


511


35Total deferred revenuelong-term portion (included in Other liabilities)


515


70Total deferred revenue

$
81,919

$
116,712




Years ended
December 31,(In thousands)
Deferred course expensescurrent portion

2009

2008Proprietary brands

$
673

$
3,192Rich Dad Education


14,695


18,878Total deferred course expensescurrent portion


15,368


22,070Deferred course expenseslong-term portionProprietary brands


1


7Rich Dad Education


74


6Total deferred course expenseslong-term portion (included in Other assets)


75


13Total deferred course expenses

$
15,443

$
22,083


For
the year ended December 31, 2009, 88.9% of our revenue was generated domestically and 11.1% from international operations. For the year ended December 31, 2008, 89.5%
of our revenue was generated domestically and 10.5% internationally.

For
the years ended December 31, 2009 and 2008, our long-lived assets in the U.S. were $12.5 million and $5.5 million, respectively. For the years ended
December 31, 2009 and 2008, our international long-lived assets were $0.2 million and $0.1 million, respectively.

Note 15Commitments and Contingencies

Software commitments

We have various commitments pertaining to the licensing and maintenance of software which amount to approximately $0.3 million
per year.

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)

Operating leases

We lease office space for administrative and training requirements. These leases expire from March 2010 to February 2014. As of
December 31, 2009 and 2008, the Company did not have any related party leases.

Rental
expense under operating leases during 2009 and 2008 was $0.7 million and $1.0 million, respectively.

Future
minimum rental payments under the non-cancelable leases included above are as follows (in thousands):

Years ended December 31,2010

$
7092011


1352012


602013


372014


13Total future minimum rental payments under non-cancelable leases

$
954


Litigation

On November 14, 2006, the Company was notified by the Securities and Exchange Commission ("SEC") that it is conducting a formal,
nonpublic investigation to determine whether the Company complied with securities laws in connection with (i) the claimed efficacy or trading success of our stock market training programs, and,
(ii) our acquisition of certain other companies. The SEC has requested documents and information from us in the course of their investigation.

On
December 11, 2006, the Company received a subpoena from the Department of Justice ("DOJ") requesting documents and information in connection with an investigation relating to
our marketing activities from January 1, 2002 to the present. The Company was notified that a grand jury investigation related to this matter had commenced. The Company and its subsidiaries
have not been charged in any indictment, and none of the Company's present or former directors or officers has been charged in any indictment.

On
March 6, 2008, a federal grand jury in the Eastern District of Virginia returned an indictment charging Linda Woolf and David Gengler, two former independent contractors, with
one count of conspiracy to commit mail fraud and wire fraud. Woolf and Gengler were alleged in the indictment to have been independent contractors of the Company's EduTrades, Inc. subsidiary at
the time of their alleged criminal activities. The defendants are no longer independent contractors for the Company or any of its subsidiaries. On March 11, 2008, the SEC filed civil fraud
charges against Woolf and Gengler alleging that Woolf and Gengler made false and misleading statements to sell "Teach Me to Trade" packages for EduTrades, Inc. On April 13, 2009, a trial
was commenced on the criminal charges in the U.S. District Court in Alexandria, Virginia ("Virginia Court"). On May 7, 2009, the jury returned a guilty verdict as to both Woolf and Gengler. On
June 11, 2009, Woolf and Gengler filed a joint motion for a judgment of acquittal or in the alternative for a new trial ("Motion for Judgment of Acquittal"). On October 23, 2009, the
Court issued its Order and Memorandum Opinion granting the Motion for

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Table of Contents

TIGRENT INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)

Judgment
of Acquittal on the basis of insufficient evidence to prove that Woolf or Gengler devised or knowingly participated in a scheme to defraud as alleged in the indictment and dismissing the
indictment of Woolf and Gengler and finding that should the Court's judgment of acquittal be reversed or vacated the interests of justice require a new trial. On November 23, 2009 the United
States filed a Notice of Appeal to the United States Court of Appeals for the Fourth Circuit to attempt to reverse the district court's order on October 23, 2009, which granted defendants'
joint motion for judgment of acquittal; dismissed the indictment; and conditionally granted defendants a new trial if the judgment of acquittal is later vacated or reversed.

On
January 11, 2007, Whitney Canada, Inc., a wholly-owned subsidiary, and the Company received notice of an Amended Motion for Authorization to Institute a Class Action in
the Province of Québec, Canada on behalf of all persons who are alleged to have made various real estate investments at the alleged inducement of, or through, Marc Jémus,
François Roy, Robert Primeau and/or their companies, and/or B2B Trust, and/or Whitney Canada, Inc., and/or the Company and/or Jean Lafrenière. The complaint filed
in Superior Court for the Province of Quebec, District of Hull (Canada) ("Canadian Court"), seeks repayment of $39,235 to the petitioner, unspecified payment to each member of the class of an amount
corresponding to their lost investments, payment of $10,000 to each member of the class as general damages, recovery of costs and other litigation expenses, and unspecified equitable relief. On
October 19-20, 2009 the Company argued its motions to dismiss for lack of jurisdiction and challenging the authorization of the class claims against Tigrent Inc., formerly
know as Whitney Information Network ("WIN"). On November 3, 2009 the Canadian Court denied our motion for lack of jurisdiction. Arguments for our motion challenging authorization of the class
claims have been rescheduled for June 21-23, 2010. We will vigorously defend against the claims made in this lawsuit.

On
December 28, 2006, Rodney Durham, an alleged shareholder of the Company, filed a putative class action suit ("Durham/Friedman Lawsuit") against the Company and Russell A.
Whitney and Nicholas S. Maturo in the United States District Court for the Middle District of Florida (the "Florida Court") seeking unspecified compensatory damages, unspecified equitable relief, and
attorney's fees and costs for alleged violations of federal securities laws. On July 10, 2007, an amended complaint was filed (the "First Amended Complaint") by new court-appointed lead
plaintiff, Arnold Friedman who replaced Mr. Durham. On December 8, 2008, Friedman, on behalf of all investors who acquired the Company's common stock from August 11, 2005 through
and including December 15, 2006, filed a second amended
complaint (the "Second Amended Complaint") against the Company, Russell A. Whitney, Nicholas S. Maturo, Ronald S. Simon, Alfred R. Novas, John F. Kane, Rance Masheck (all former officers and/or
directors of the Company), and Ehrhardt Keefe Steiner & Hottman PC, the Company's independent outside auditor. Friedman sought class certification, damages, injunctive relief, attorney costs
and fees and other relief deemed appropriate by the Florida Court. On January 30, 2009, the Company, along with defendants Whitney, Simon, Novas, Kane, and Maturo, moved to dismiss the Second
Amended Complaint ("Defendants' Motion to Dismiss"), arguing that plaintiffs have not and cannot state claims against them as a matter of law and that the claims against them should be dismissed with
prejudice. On November 10, 2009, the Florida Court dismissed the Durham/Friedman Lawsuit on the grounds that the plaintiff failed to plead a securities fraud case.

On
March 8, 2007, the Company was served a shareholder derivative complaint styled Robert Ghosio, Jr. on behalf of nominal defendant Tigrent Inc., formerly known as Whitney
Information Network, Inc. v. Russell A. Whitney, Nicholas S. Maturo, Frederick A. Cardin, Chester P. Schwartz, Ronald S. Simon and Whitney Information Network, Inc., filed in the Florida
Court. The complaint

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Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)

alleges
that the named defendants breached certain fiduciary duties and violated certain securities laws. On December 4, 2008, Robert Ghosio, Jr., on behalf of nominal defendant
Tigrent Inc., formerly known as Whitney Information Network, Inc., filed an amended derivative lawsuit in the Florida Court alleging breach of fiduciary duty, abuse of control, gross
mismanagement, waste of corporate assets and unjust enrichment. Ghosio sought damages, injunctive relief, attorney costs and fees and any other relief deemed appropriate by the Florida Court. On
February 4, 2010, the Plaintiff filed a Notice of Voluntary Dismissal Without Prejudice. On February 5, 2010, the court issued an order dismissing the case without prejudice.

The
Company, certain of its subsidiaries, and certain of its former officers and directors ("Company Defendants") are involved in litigation arising out of the Company's past business
activities with Gulfstream. The plaintiffs in each of these cases seek to hold the Company Defendants liable for losses the plaintiffs are alleged to have suffered as a result of the plaintiffs'
business dealings with Gulfstream as described in Note 5Certain Relationships and Related Transactions. The actions related to
Gulfstream include:



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Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)



On
November 3, 2008, the Office of Attorney General of the State of Florida issued an investigative subpoena pursuant to the Florida Deceptive and Unfair Trade Practices Act that
seeks information about consumer-investors who attended the Company's Millionaire University ("MU") course and invested in Florida homes built by Gulfstream, Gulfstream Realty ("GR") and Gulfstream
Realty and Development, LLC ("GRD") since August 1, 2004, as well as the amount of payments received by the Company from Gulfstream, GR and GRD. The Company has produced documents
responsive to the subpoena. On October 29, 2009, we received a second investigative subpoena from the Office of Attorney General of the State of Florida seeking documents relating to Gulfstream
Development
Group, LLC, including the amount of payments received by the Company or by any current or former officer, director, employee or independent contractor of the Company from Gulfstream.

On
January 23, 2008, we filed a foreclosure lawsuit in the Lee County Court against Tranquility Bay of Southwest Florida, LLC ("Tranquility Bay"), Gulf Gateway
Enterprises, LLC, Anthony Scott Dunlap, and Dunlap Enterprises, LLC, who are parties to a mortgage and/or security agreement, and/or guaranty. Tranquility Bay defaulted on its note
payment of $4.5 million to the Company that was due on or before December 31, 2007. In our lawsuit, we sought a judgment of foreclosure on the mortgage instrument, or in the alternative,
a judgment of foreclosure on a security agreement which would permit the Company to take control of Tranquility Bay and the real property. Additionally, we sought damages from Anthony Scott Dunlap
pursuant to a personal guarantee that Mr. Dunlap gave in relation to the mortgage and promissory note. 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 in the allotted time.
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 a settlement agreement to receive the controlling membership interest in Tranquility Bay and control the real property that is owned by Tranquility Bay. See
Note 6Notes Receivableand Note 8Long-Term Debtfor
further discussions of Tranquility Bay.

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Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)

The
Company and Russell A. Whitney and WIN CR II Trust ("Trust"), a Company affiliate, are engaged in a series of legal actions with M. Barry Strudwick and Susan Weiss and others
relating to Monterey del Mar, S. A. ("MDMSA"), a Panamanian company, which owns a hotel in Costa Rica (the "Hotel"). The Company owns a 67.5% interest in MDMSA. On September 13, 2009, the
Company and Russell A. Whitney, its former Chief Executive Officer, entered into a settlement memorandum ("Settlement Memorandum") with M. Barry Strudwick, Susan Weiss and certain other parties
providing for settlement and release of certain claims with respect to our previously disclosed litigation relating to MDMSA and other matters. Under the terms of the Settlement Memorandum, the
Company has agreed to pay Mr. Strudwick and Ms. Weiss a total of $3.8 million, as follows: (i) $1.2 million is payable over a three month period, with the first
payment of $600,000 due on or before September 30, 2009, and three payments of $200,000 each due on or before October 25, November 25 and December 25, 2009, respectively;
and (ii) $2.6 million is payable pursuant to two promissory notes in the amount of $2.3 million (the "First Note") and $300,000 (the "Second Note"), respectively. The First Note
will bear interest at the rate of 6% per annum and will be payable in equal quarterly principal and interests payments over a three year period, with payments beginning on January 15, 2010, and
subsequent quarterly payments due on the 15th of the applicable month for the balance of three years. The Second Note will bear interest at the rate of 8% per annum and will be payable over
four years, with quarterly interest only payments in years one through three, and quarterly principal and interest payments in the
fourth year. The First Note and the Second Note will be secured by the Company's interests (i) in MDM and in that certain hotel property in Costa Rica operated for the benefit of MDM ("Hotel");
and (ii) the Company's interest in Tranquility Bay, undeveloped real property in Lee County, Florida (collectively, the "Real Estate Collateral"). See
Note 5Certain Relationships and Related TransactionsCosta Ricaand
Note 8Long-Term Debtfor further discussion of MDM and notes payable involving M. Barry Strudwick and Susan Weiss. The
parties have agreed that any disputes pertaining to the settlement and its enforcement shall be decided by a judge ("New York Judge") in the United States District Court to the Eastern District of New
York ("New York Court"). New York Judge. The actions that are resolved as a result of the settlement include:



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Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)



On
October 21, 2008, Mr. Simon, our former Co-President and Chief Operating Officer, filed a lawsuit against the Company in the Lee County Court for
$1.4 million for funds allegedly owed to him due to the improper termination of his employment agreement. On January 11, 2010, the Court denied Mr. Simon's Motion for Summary
Judgment. The lawsuit is currently in the discovery phase. We will vigorously defend against the claims made in this lawsuit.

On
April 13, 2009, the Company and two of its subsidiaries, WEG and WIA, were served with a complaint filed by Learning Annex Holdings, LLC and Learning Annex, LLC
(collectively "Learning Annex") in the Supreme Court of the State of New York, County of New York. The complaint alleges, among other things, misappropriation of business opportunity, breach of
fiduciary duty, breach of covenant to negotiate in good faith, constructive trust, breach of contract, breach of implied covenant of good faith and fair dealing, promissory estoppel, equitable
estoppel, unjust enrichment, quantum meruit, and fraud arising out of an alleged agreement to form a business relationship. On April 20, 2009, RDE was served with the complaint. The case
was removed to the United States District Court for the Southern District of New York on May 8, 2009. We filed an answer and affirmative defenses to the complaint on June 12, 2009. The
case is currently in the discovery stage. The Company intends to vigorously defend itself against the claims made in the lawsuit.

On
March 27, 2009, RDE received a notice of default from Rich Global under the License Agreement between Rich Global and RDE dated July 18, 2006 ("RD License Agreement"),
alleging, among other items, that RDE has failed to make certain payments required under the RD License Agreement and related agreements, and demanding that RDE and the Company cure the alleged events
of default within 30 days. The aggregate amount of the items claimed in the notice appears to be not more than $10.0 million. The Company believes that each item alleged in the notice is
either without merit or has already been substantively addressed by the Company with supporting documentation. The Company met with representatives of Rich Global in an effort to resolve all claims.
On March 16, 2010, the Company entered into a letter of intent ("Letter Agreement") with Rich Global and Rich Dad Operating Company, LLC ("RDO") to amend and restructure the agreements
pursuant to which the Company licenses and operates the Rich Dad brand. See Note 16Subsequent Events, for
additional information.

On
July 9, 2009 the Company and its subsidiary, WEG, received a summons and complaint filed by and on behalf of Rothstein Rosenfeldt Adler, P.A. ("RRA") in the Circuit Court in
and for Broward County, Florida. The suit alleges damages totaling $348,000 for unpaid legal invoices. The Company intends to vigorously defend against the claims made in the lawsuit. On
November 6, 2009, the Company filed a counterclaim against RRA alleging legal malpractice with respect to the filing of lawsuits by RRA against Susan Weiss and M. Barry Strudwick that were the
subject of the settlement entered into on September 13, 2009. The counterclaim seeks unspecified damages in excess of $3.8 million dollars. In November of 2009, a forfeiture action was
filed against RRA founder Scott Rothstein ("Rothstein") in connection with allegations against Rothstein and RRA pertaining to a Ponzi scheme involving the sale of structured settlements. On
November 10, 2009, four creditors filed an involuntary petition under Chapter 11 of the Bankruptcy Code against RRA. On December 2, 2009, Carolina Casualty Insurance Company
("Carolina Casualty") filed a Complaint for Rescission against RRA related to RRA's involuntary bankruptcy seeking a declaratory judgment rescinding two lawyer's

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Notes to Consolidated Financial Statements (Continued)

Note 15Commitments and Contingencies (Continued)

professional
liability policies that Carolina Casualty issued to RRA for the policy periods 2008-09 and 2009-10 (the "Rescission Action"). In the Rescission Action, Carolina
Casualty seeks declarations rescinding the two lawyer professional liability policies and holding that coverage is precluded for all claims and suits reported under those policies based upon alleged
misrepresentations in the applications RRA submitted in support of the renewal of the policies. The Company filed a motion to intervene in the Rescission Action on the basis that the Company had a
stake in the outcome of the Rescission Action. On March, 26, 2010, a hearing on our Motion to Intervene was held and we are awaiting a ruling from the Court.

On
or about October 6, 2009, the Company and two of its subsidiaries, EduTrades and WIA, received a complaint filed in the United States District Court for the Southern District
of Florida by Eric Springer and Maurice J. Seghers, Jr., on behalf of themselves and all persons who purchased investor-education products sold under the Teach Me To Trade ("TMTT") brand. Two former
independent contractors, Linda Woolf and David Gengler, along with their companies, Hands on Capital, Inc., and Lashaico, Inc., are additional defendants to the lawsuit. The complaint
alleges, among other things, Fraud, Negligent Misrepresentation, Civil Conspiracy, and Deceptive and Unfair Trade Practices arising out of the Company's business relationship with and use of Linda
Woolf and David Gengler as trainers for the TMTT brand. Plaintiffs seek for themselves and others similarly situated a refund of all amounts spent on TMTT products and services, unspecified
compensatory damages, costs, an award of attorney's fees, and unspecified legal and equitable relief. The complaint relies on the findings from the verdict in the Woolf and Gengler criminal trial. As
has been previously reported, the verdict in the Woolf and Gengler criminal trial was vacated on October 23, 2009 by way of an Order granting Woolf and Gengler's Motion for Judgment of
Acquittal. On October 30, 2009 the Company and its subsidiaries accepted service of the complaint. We filed a motion for stay on November 19, 2009. On November 20, 2009 the court
issued an order granting a stay in the case through January 29, 2010. The court later extended the stay through and including April 30, 2010 and at present through and including
July 31, 2010. The Company intends to vigorously defend itself against the claims made in the lawsuit.

The
Company is involved from time to time in routine legal matters incidental to our business, including requests from state regulatory agencies. Based upon available information, the
Company believes that the resolution of such matters will not have a material adverse effect on our consolidated financial position or results of operations.

Note 16Subsequent Events

On January 29, 2010, the Company was served with a complaint on behalf of itself and its wholly-owned subsidiaries, Tigrent Group Inc. (formerly Whitney Education
Group, Inc.) and Tigrent Learning Inc. (formerly Wealth Intelligence Academy, Inc.). The complaint is styled Thomas L. Altimas, et al. v. Russell Whitney, individually, and
Whitney Information Network, Inc , Whitney Education Group, Inc. and Wealth Intelligence Academy, Inc., et al. and was filed in the United States District Court for the Middle District
of Florida ("Middle District Court") in September 2009. The complaint alleges that the Company, its named subsidiaries, Russell Whitney, and other defendants not associated with the Company
participated in a scheme to defraud the plaintiffs through the sale of real estate in southwest Florida during the estimated period of 2002 to 2007. The complaint includes claims of breach of
fiduciary duty, constructive fraud, violation of Florida Deceptive and Unfair Trade Practices Act, fraud in the inducement, civil conspiracy, Florida RICO, federal RICO, and other

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Notes to Consolidated Financial Statements (Continued)

Note 16Subsequent Events (Continued)

violations.
The plaintiffs seek unspecified monetary damages, including punitive damages, treble damages, interest, a refund of the purchase price of the properties sold to the plaintiffs, costs,
attorney's fees and unspecified equitable relief. The Company intends to vigorously defend itself.

On
February 4, 2010, the Plaintiff in the shareholder derivative complaint styled Robert Ghosio, Jr. on behalf of nominal defendant Whitney Information Network, Inc. v.
Russell A. Whitney filed a Notice of Voluntary Dismissal Without Prejudice. On February 5, 2010, the Florida Court issued an order dismissing the case without prejudice.

On
March 11, 2010, the Office of Attorney General of the State of Florida issued an investigative subpoena pursuant to the Florida Deceptive and Unfair Trade Practices Act that
seeks information about our courses and seminars offered in Florida, including those offered under the Rich Dad brand. The Company intends to produce documents responsive to the subpoena.

On
March 16, 2010, we entered into a Letter Agreement with Rich Global and Rich Dad Operating Company ("RDO") RDO to amend and restructure the agreements pursuant to which we
license and operate the Rich Dad brand. The proposed license agreement provides that the Company must establish a reserve account to be funded over time, with an amount equal to 30% of the Company's
deferred revenues for the purpose of ensuring that the Company can fulfill its contractual commitments to the Company's students. Until the reserve account has been fully funded, 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 a fulfillment royalty of 5% of gross revenue into the reserve account.

The
restructuring agreement 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
Company and Rich Global have agreed to transfer all of the RDE assets, except the database of customer names and customer leads, to the Company, resulting in full ownership by the Company of the
business previously conducted by RDE, 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 letter dated March 27, 2009
alleging certain defaults. Among other things, the restructuring agreement contemplates enhanced cooperation in advertising, marketing, and educational programs through a customer contract and data
base management strategy that emphasizes seamless support of the Rich Dad brand and its customers. The parties are currently negotiating the definitive agreements related to this restructuring,
however, there can be no assurances that the agreements will be finalized.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T).    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

(a)   Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2009. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2009, our disclosure controls and
procedures were not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated
and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and that such
information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b)   Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation
of the effectiveness of internal controls over financial reporting based upon the framework in "Internal ControlIntegrated Framework" issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on this evaluation, our CEO and CFO determined that as of December 31, 2009, our internal controls over financial reporting were not effective.

As
previously reported in our Annual Report on Form 10-K for the year ended December 31, 2008, material weaknesses and significant deficiencies in our internal
controls over financial reporting were identified in prior years. Those material weaknesses and significant deficiencies related to a lack of knowledgeable personnel in accounting and financial
reporting areas, a lack of formalized processes and procedures over key areas in the accounting, tax and reporting functions, and inadequate supervision and review over the financial reporting
function. We were able to correct these material weaknesses in 2009 by hiring additional knowledgeable accounting personnel, implementing more formalized processes and procedures in the accounting,
tax and financial reporting areas and establishing more supervision and review over the financial reporting functions.

During
the year ended December 31, 2009, management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
internal controls over financial reporting and we have determined that we continue to have material weaknesses in the following areas:.



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We
will continue to upgrade our personnel and our financial reporting processes to improve our internal controls. In addition, we will continue to evaluate the effectiveness of our
disclosure controls and internal control over financial reporting on an ongoing basis, taking corrective action as appropriate.

Although
the above-mentioned steps are beginning to correct the noted deficiencies, we cannot be certain that our efforts to improve our internal controls will be successful or that we
will be able to
maintain adequate controls over our financial processes and reporting in the future. We may be hampered in this regard by constraints on our current staffing or our current technology supporting our
accounting system. Any failure to develop or maintain effective controls, or difficulties encountered in the effective improvement of our internal controls, could harm our operating results, cause us
to fail to meet our reporting obligations, result in misstatements in our Consolidated Financial Statements or cause investors to lose confidence in our reported financial information, which would
likely have a negative effect on the trading price of our common stock. .In addition, the efforts to improve our internal controls could require us to expend significant time and management resources
or make other substantial changes.

This
Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was
not subject to attestation requirements by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only
management's report in this Annual Report.

ITEM 9B.    OTHER INFORMATION

None.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table and text set forth the names of the executive officers and directors of our Company as of March 17, 2010.
Directors hold office for a period of one year from their election at the annual meeting of stockholders or until their successors are duly elected and qualified. Officers are elected by, and serve at
the discretion of, the Board of Directors:

Name

Age

PositionSteven C. Barre


50

Interim Chief Executive Officer and DirectorAnne M. Donoho


52

Chief Financial OfficerJames E. May


54

Chief Administrative Officer and General CounselJ. Hunter Brown


55

DirectorJason Hammerman


40

DirectorMurray A. Indick


50

Director


Executive Officers and Directors as of March 17, 2010:

Steven C. Barrehas served as our Interim Chief Executive Officer since
March 16, 2010 and has served as a director of the Company since February 1, 2008. Mr. Barre served as
Lead Director of the Company from June 20, 2008, through March 16, 2010. Mr. Barre was the Senior Vice President, General Counsel and Secretary of Jacuzzi Brands, Inc. (a
New York Stock Exchange company with annual revenues in excess of $1 billion) from September 2001 until February 2007, when the company was sold to Apollo Management LLC, a private
equity firm. Mr. Barre served in various roles as in-house counsel from 1995 to 2001 for Jacuzzi Brands, Inc. (known as U.S. Industries, Inc. from 1995 to 2003) and
from 1988 to 1995 for its former parent company, the U.S. arm of Hanson PLC, a Fortune 100 industrial management company. Prior to joining Hanson, Mr. Barre was a corporate attorney with
the law firm of Weil, Gotshal & Manges. Mr. Barre graduated from Cornell University in 1981 and Colombia Law School in 1984.

Anne M. Donohohas served as the Company's Chief Financial Officer since April 9, 2008. Prior thereto, Ms. Donoho served as
the Company's Vice President, Finance from November 2006 through December 2007 and as interim Chief Financial Officer from December 4, 2007 through April 9, 2008. Prior to joining the
Company, she served as an independent financial consultant for 10 years for publicly-held retail and financial services companies. Prior to that, she held various corporate
controller, accounting, and financial reporting positions with Broadway Department Stores (1995 - 1996), The Walt Disney Company (1990 - 1994),
Restaurant Enterprises Group, Inc. (1986 - 1990), and Denny's Inc. (1983 - 1986). Ms. Donoho is a Certified Public Accountant
licensed in California and holds an M.B.A. from the University of Southern California.

James E. Mayhas been with the Company since June 2007, when he joined as Assistant General Counsel. He was promoted to the position of
General Counsel in May 2009 and as Chief Administrative Officer in September 2009. In his current role he is responsible for the Company's Legal, Human Resources and Quality Assurance functions. Prior
to joining the Company, he held the position of Associate General Counsel with Gateway Computers, where he was, at various times, the chief legal resource for the Gateway Country Stores retail
division and for the Business and Government Sales division, where he managed the Contract Management organization. Prior to that, he was Vice President, Deputy General Counsel with Blockbuster
Videos, Inc. in Ft. Lauderdale, Florida where he was the chief legal resource for domestic store operations, including litigation management. Mr. May has a BA degree from American
University and a JD degree from Catholic University Law School.

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J. Hunter Brownhas served as a director since September 2, 2009. Mr. Hunter is the Founder and Managing Member of Watson
Wilkins & Brown LLC, a private investment and business consulting firm. Previously, he served as an independent consultant to public, private, and not-for-profit
entities. From 1993 to 2001, Mr. Brown served in various global markets capacities with JP Morgan Securities Inc. Additionally, from 1996 to 1998, he served as a director of a NYSE
listed specialty finance company. Mr. Brown was graduated from Hamilton College with an AB degree in English & French and received an MBA degree in Finance from Xavier University.

Jason Hammermanhas served as a director since September 2, 2009. Mr. Hammerman is the Managing Member of Hammerman Capital
Management LLC, which he founded in 2001. Previously, he was Vice President of Fir Tree Partners, a value-focused hedge fund, from 1998 through 2000. From 1996 until 1998, Mr. Hammerman
worked at Goldman, Sachs & Co. in the Investment Banking Division. Prior to joining Goldman, he was a corporate attorney at Wilson Sonsini Goodrich & Rosati. Mr. Hammerman
received a JD degree from Harvard Law School, where he graduated cum laude, and a BS degree in Finance from the Wharton School of Business of the University of Pennsylvania, where he graduated summa
cum laude.

Murray A. Indickhas served as a director since November 21, 2007 and as Chairman of the Board since March 16, 2010.
Mr. Indick co-founded Prides Capital Partners, LLC ("Prides Capital"), an investment firm specializing in strategic block, active ownership investing in the small- and
micro-cap arena, in March 2004. Mr. Indick is a managing member of the sole general partner of Prides Capital Fund I, LP, which, as of March 2009, owned approximately 14.7%
of the Company's outstanding common stock. Prior to joining Prides Capital, Mr. Indick was partner/general counsel at Blum Capital, which he joined in 1997. Mr. Indick earned a B.A. from
the University of Pennsylvania and a law degree from the Georgetown University Law Center. Mr. Indick also has served as a director of QC Holdings, Inc., a pay-day loan
company, and Ameritrans Capital Corporation, a lender to and investor in small businesses, both public portfolio companies of Prides Capital.

Stockholders Agreement and Voting Agreement

Mr. Indick was appointed to the Board pursuant to Section 2.3 of a Stockholders Agreement ("Stockholders Agreement")
dated December 12, 2005 between the Company, Prides Capital, EduTrades and Russell A. Whitney. Prides Capital has appointed Murray Indick to serve as its designated director on the Board of
Directors of the Company. Russell A. Whitney, the former Chief Executive Officer of the Company and a greater than 10% of shareholder of the Company's common stock, has agreed to vote all shares of
the Company's common stock owned or held of record by him to elect the Prides Capital designee to the Company's Board of Directors. The Company's voting agreement will expire when Prides Capital and
its affiliates no longer beneficially own directly or indirectly more than 5% of the Company's common stock.

Former Chief Executive Officer

Charles M. Peck, Chief Executive Officer and Director(64). Mr. Peck served as
our Chief Executive Officer and Director from September 17, 2008 through March 16, 2010. Mr. Peck was President and Chief Operating Officer of Innovation Ventures, Inc., a
strategy formulation
consulting company from January 2008 to September 2008. Mr. Peck served as Senior Vice President, Product Marketing and Development of SchoolNet, Inc., an instructional management system
enterprise software and services company, from 2006 to 2007. From 2003 through 2005, Mr. Peck served as President of Allenbrook, a mission critical, enterprise software company serving the
insurance market. Mr. Peck also served as Chief Executive Officer of theglobe.com, a publicly traded internet technology company from 2000 through 2002. From 1995 through 2000, Mr. Peck
was Senior Vice President of the American Institute of Certified Public Accountants. He has served on the boards of Make-A-Wish and several technology companies.

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Family Relationships

There are no family relationships between any of our directors or executive officers.

Director Independence and Qualifications

The Board of Directors has determined that each of our directors, except Steven C. Barre, has no relationship that, in the opinion of
the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an "independent director" as defined in the Marketplace
Rules ("Nasdaq Rules") of The NASDAQ Stock Market ("Nasdaq"). Mr. Barre was appointed to serve as the Interim Chief Executive Office on March 16, 2010 and under the Nasdaq Rules, an
interim Chief Executive Officer is not considered independent during the time that he holds that position. Furthermore, the Board determined that all persons who served as directors of Tigrent Inc at
any time during 2009 were independent under Nasdaq Rules, except Charles M. Peck and Russell A. Whitney. Both Mr. Peck and Mr. Whitney were not independent under Nasdaq
Rules, because each served as executive officer of Tigrent during the last three years. In determining the independence of our directors, the board of directors has adopted independence standards that
mirror exactly the criteria specified by applicable laws and regulations of the SEC and the Nasdaq Rules.

The
Board believes that the qualifications of the directors, as set forth in their biographies which are listed above and briefly summarized in this section, gives them the
qualifications and skills to serve as a director of our Company. All of our directors have strong business backgrounds. Mr. Brown,
Mr. Hammerman and Mr. Indick have significant experience in the area of corporate finance, each having worked in the investment banking fields. Mr. Barre has many years of
experience advising businesses and served as general counsel of a Jacuzzi Brands, Inc., a New York Stock Exchange, for six years before the company was sold to a private equity firm
Mr. Brown also have financial expertise and serves as the financial expert on our Audit Committee.

The
Board also believes that each of the directors has other key attributes that are important to an effective Board: integrity and demonstrated high ethical standards; sound judgment;
analytical skills; the ability to engage management and each other in a constructive and collaborative fashion and the commitment to devote significant time and energy to service on the Board and its
Committees.

Audit Committee

The Audit Committee consists of two independent directors. As of March 17, 2010 the members of the Audit Committee are
Mr. Brown, who serves as the Chairman, and Mr. Hammerman. The Audit Committee, which held 9 meetings during 2009, acts on behalf of the Board to oversee all material aspects of the
Company's reporting, control and audit functions. The Audit Committee's role includes a particular focus on the qualitative aspects of financial reporting to stockholders and on Company processes for
compliance with significant applicable legal, ethical and regulatory requirements. The Board of Directors has determined that each of the directors serving on this committee is "independent" as
defined by the Nasdaq Rules and that Mr. Brown further qualifies as an "audit committee financial expert" as such term is defined in the applicable rules of the Exchange Act. The Audit
Committee operates pursuant to a charter adopted by the Board of Directors. The charter is available on the Company's corporate website, at http://www.tigrent.comon the "Investor Relations" page under
"Corporate Governance."

Compensation Committee

As of March 17, 2010, the Compensation Committee consists of Mr. Indick who serves as Chairman, and Mr. Brown. The
Compensation Committee, which held 4 meetings during 2009, oversees the Company's executive compensation plans and programs and reviews and recommends changes to these plans and programs, monitors the
performance of the Chief Executive Officer and

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other
senior executives officers in light of corporate goals set by the Committee, reviews and approves the compensation of the Chief Executive Officer and other senior executive officers and reviews
management succession planning. The Board of Directors has determined that each of the directors serving on this committee is "independent" as defined by the Nasdaq Rules. The Compensation Committee
operates pursuant to a charter adopted by the Board of Directors. The charter is available on the Company's corporate website, athttp://www.tigrent.comon the "Investor Relations" page under "Corporate Governance."

Nominating and Corporate Governance Committee

As of March 17, 2010, the Nominating and Corporate Governance Committee consists of Mr. Hammerman who serves as the
Chairman, and Mr. Indick. The Nominating and Corporate Governance Committee, which held 6 meetings during 2009, develops and recommends to the Board a set of corporate governance principles
applicable to the Company, identifies qualified individuals to become members of the Board, selects, or recommends that the Board select, the director nominees for the next Annual Meeting of
Shareholders, receives comments from all directors and reports annually to the Board with assessment of the Board's performance and prepares and supervises the Board's annual review of director
independence. The Board of Directors has determined that each of the directors serving on this committee is "independent" as defined by the Nasdaq Rules. The Nominating and Corporate Governance
Committee operates pursuant to a charter adopted by the Board of Directors. The charter is available on the Company's corporate website, at http://www.tigrent.comon the "Investor Relations" page under
"Corporate Governance."

Committee on Related Parties

As of March 17, 2010, the Committee on Related Parties consists of Mr. Barre who serves as Chairman, and
Messrs. Brown and Hammerman. The Committee on Related Parties, which held 4 meetings during 2009, was formed on October 31, 2008 to address specific transactions that occurred in earlier
years that were found during the restatement of the financial statements for fiscal years ended 2002-2006, as filed in the 2006 Form 10-K/A on January 15, 2009.
This Committee on Related Parties has the authority to conduct, in a neutral and unbiased manner, a review of the facts and circumstances surrounding related party transactions involving Russell A.
Whitney and the Company or its affiliates, whether identified by the Committee on Related Parties or otherwise, and in connection therewith to review the activities of other individuals involved in
such transactions who may have owed duties to the Company including, but not limited to, John Kane and Ronald Simon, and to develop and implement recommendations on behalf of the Company with respect
to such related party transactions. The Board of Directors has determined that each of the directors serving on this committee, except for Mr. Barre, is "independent" as defined by the Nasdaq Rules.
The Committee on Related Parties operates pursuant to a charter adopted by the Board of Directors.

Code of Ethics and Conduct

Our Board of Directors has adopted a Code of Conduct and a Code of Business Conduct and Ethics that embody our commitment to conduct
business with the highest ethical standards. The Code of Conduct provides principles and standards by which directors, officers, and employees will conduct themselves. To the extent possible, we have
requested that all independent contractors and key vendors involved with our Company adhere to the principles set forth in the Code of Conduct.

In
addition to the Code of Conduct, our directors, executive officers, and senior financial officers of our Company are also subject to the Code of Business Conduct and Ethics and are
expected to adhere to the principles and procedures set forth. Both the Code of Conduct and the Code of Business Conduct and Ethics are available on the Company's corporate website, at http://www.tigrent.comon the "Investor Relations" page under "Corporate Governance."

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors, and persons who own
more than 10% of a registered class of the Company's equity securities to file reports of beneficial ownership and certain changes in beneficial ownership with the SEC and to furnish the Company with
copies of those reports. To our knowledge, based solely on a review of the copies of such reports furnished to us or written representations that no other reports were required, the Company believes
that during the year ended December 31, 2009, its officers, directors and greater than 10% shareholders timely filed all reports required by Section 16(a), except for J. Hunter Brown and
Jason Hammerman, who each filed a Form 3 one day late which reported one transaction due to an error by the law firm retained to prepare these filings. Additionally, we have contacted Ingrid
Whitney and Russell Whitney, both greater than 10% shareholders regarding their compliance with reporting requirements under Section 16(a) of the Exchange Act and we have been informed that the
advisors to Ingrid Whitney and Russell Whitney are evaluating their positions with respect to the requirements.

ITEM 11.    EXECUTIVE COMPENSATION

Executive Compensation Program

This section describes the material elements of compensation awarded to, earned by or paid to the individuals who served as our
principal executive officers, principal financial officers and certain other executive officers during fiscal 2009. These individuals are listed in the "Summary Compensation Table" below and are
referred to as the "Named Executive Officers."

Our
executive compensation program is determined and proposed by our Compensation Committee and is approved by our Board of Directors. None of the Named Executive Officers are members of
the Compensation Committee or otherwise had any role in determining the compensation of other Named Executive Officers, although the Compensation Committee does consider the recommendations of our CEO
in setting compensation levels for our other executive officers.

Executive Compensation Program Objectives and Overview

The Compensation Committee conducts an annual review of our executive compensation programs to ensure that:



Our
current executive compensation program is based on three components, which are designed to be consistent with our compensation philosophy: (1) base salary; (2) annual
incentive bonuses; and (3) grants of stock options and restricted stock.

In
structuring executive compensation packages, the Compensation Committee considers how each component promotes retention and/or motivates performance by the executive. Base salaries,
perquisites and personal benefits, and severance and other termination benefits are primarily intended to attract and retain highly qualified executives. We believe that in order to attract and retain
top executives, we need to provide them with compensation levels that reward their continued productive service. Annual incentive bonuses are primarily intended to motivate our executive officers to
achieve specific strategies and operating objectives, although we believe they also help us to attract and retain top executives. Our long-term equity incentives are primarily intended to
align executive officers' long-term interests with shareholders' long-term interests, although we believe they also play a role in

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helping
us to attract and retain top executives. Annual bonuses and stock option grants are the elements of our executive compensation program designed to reward performance and thus the creation of
shareholder value.

We
view our current executive compensation program as one in which the individual components combine together to create a total compensation package for each executive officer that we
believe achieves our compensation objectives. In determining our current executive compensation program and the amounts of compensation for each component of our program, the Compensation Committee
evaluates the current executive compensation data for companies in our industry. The Compensation Committee believes that our current executive compensation program is appropriate based on the
evaluation of the compensation paid by companies in our industry.

Our
Named Executive Officers in fiscal 2009 were Charles M. Peck, our Chief Executive Officer, Anne M. Donoho, our Chief Financial Officer and James E. May, our Chief Administrative
Officer and General Counsel. We sometimes refer to these individuals as the "Named Executive Officers."

Role of Compensation Committee and Executive Officers in Compensation Decisions

The role of our Compensation Committee is to oversee our compensation programs and retirement plans and policies and review and approve
all compensation decisions relating to the Company's Named Executive Officers, including our Chief Executive Officer. Our Compensation
Committee reviews, and in conjunction with the entire Board of Directors and our Chief Executive Officer, makes all compensation decisions for the Named Executive Officers. The Compensation Committee
reviews and recommends and the independent members of Board of Directors approves the annual compensation package of our Chief Executive Officer.

Our
Compensation Committee intends to meet with our Chief Executive Officer at least annually to review the performance of the other Executive Officers, receive the recommendations of
the Chief Executive Officer on the Executive Officers compensation and approve their annual compensation packages. This meeting is intended to include a review by the Chief Executive Officer of the
performance of each Named Executive Officer who reports directly to our Chief Executive Officer.

Setting Executive Compensation

In furtherance of the philosophy and objectives described above, in setting compensation for our Executive Officers, our Compensation
Committee considered data obtained from the consulting firm of Pearl Meyer & Partners, in addition to other factors, to assess competitive pay levels and establish compensation targets for base
salary, annual incentives and long-term incentives. The data from the Pearl Meyer & Partners surveys reflect compensation practices of education industry companies with annual
revenue and free cash flow, which are similar in size to the Company, for executives with responsibilities cutting across the entire enterprise ("survey data"). Prior to the engagement of Pearl
Meyer & Partners in September 2008, the Compensation Committee had engaged Mercer Human Resources Consulting to provide a similar comprehensive review using data from its own survey database
for a select group of companies in the education industry.

Base Salary

We provide executive officers and other employees with base salary to compensate them for services rendered during the fiscal year. Our
Compensation Committee reviews each executive officer's salary and performance annually. Market data from the survey group is used to determine base salary ranges for Executive Officers based on the
position and responsibility. An executive officer's actual salary relative to this competitive salary range varies based on the level of his or her responsibility, experience, individual performance
and internal equity considerations. Specific salary increases take into account these factors and the current market for management talent. Salary increases are considered by the Compensation
Committee each year.

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The compensation for our Chief Executive Officer is set forth and separately discussed below.

Annual Incentive Compensation

We implemented an Executive Incentive Plan (the "Bonus Plan") for our executive officers and other participating employees in 2009. The
Bonus Plan, administered by the Compensation Committee, provides that the Compensation Committee will determine the total amount of performance incentive bonuses to be paid to participants under the
Bonus Plan. Bonuses are based upon specific measures of our financial performance and achievement of each participant's agreed upon annual goals.

Specifically,
the Bonus Plan provided for target bonuses as a percent of each participant's yearly salary in the following categories:



Lower
level executives may participate in the plan as designated

Payouts
under the plan are subject to the approval of the Compensation Committee following the finalization of the Company's financial results for 2009 and are based on the following
metrics, (i) Total Annual Cash Sales, (ii) Overall Adjusted EBITDA, (iii) increase in Adjusted EBITDA and, (iv) achievement of the participant's individual goals.

The
Compensation Committee approved bonuses in the amounts of $26,000 and $35,000 for Anne M. Donoho and James E. May, respectively.

Equity Incentive Compensation

The principal purpose of our equity incentive compensation is to motivate our executives to help us achieve our long-range
performance goals that will enhance our value and, as a result, enhance the price of our stock and our shareholders' returns on their investments.

2009 Equity Incentive Plan

The Company's 2009 Equity Incentive Plan ("Incentive Plan"), as approved by our shareholders on September 2, 2009, authorized
1.3 million shares to be issued in various equity incentive instruments. As of December 31, 2009, we had awarded 600,000 restricted common shares of the 1.3 million shares
authorized under the Incentive Plan to Charles M. Peck, our former Chief Executive Officer. On March 16, 2010, Mr. Peck left our Company and the 600,000 restricted shares will be
forfeited if certain performance targets are not met within 90 days of his departure.

Grant to Chief Executive Officer

In September 2008, our Board of Directors entered into a restricted performance share agreement with Charles M. Peck, our former Chief
Executive Officer, subject to shareholder approval which occurred on September 2, 2009. The agreement provided for the issuance of 600,000 restricted shares of the Company's common stock, which
vest in accordance with certain market and service conditions. The grant consists of six tranches of 100,000 shares each, which vest in four years provided Mr. Peck was continuously employed by
the Company, and if respective price criteria of $2, $4, $6, $8, $10 and $12 per share were satisfied (subject to early vesting in certain specified instances.) Several market targets could be reached
simultaneously in connection with the achievement of a specific closing price in which case more than one tranche would vest at that time. Effective March 16, 2010 Mr. Peck no longer
served as CEO of the Company and his 600,000 restricted shares will be forfeited if certain performance targets are not met within 90 days of his departure.

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In
accordance with ASC 718, because the restricted stock was subject to shareholder approval, they were not deemed to be granted for accounting purposes and no compensation cost was
recognized prior to shareholder approval. On September 2, 2009, when shareholder approval was obtained, we began recording compensation cost associated with the restricted stock. None of the
restricted shares had vested as of December 31, 2009.

Deferred Compensation Plans

The Company does not have a deferred compensation plan.

Retirement benefits

The Company has typically provided matching contributions to a 401(k) Plan; although on October 10, 2008, the Company suspended
its matching contribution. No matching contributions were made by the Company in 2009.

Medical, dental, life insurance and disability coverage

We provide other benefits such as medical, dental and life insurance and disability coverage to each Named Executive Officer in
benefits plans which are also provided to all eligible U.S. based salaried employees. Eligible employees, including the Named Executive Officers, can purchase additional life, dependent life and
accidental death and dismemberment coverage as part of their employee benefits package. The value of these benefits is not included in the Summary Compensation Table since they are made available on a
companywide basis to all U.S. based salaried employees.

Compensation of Our Chief Executive Officer

Our Compensation Committee directly engaged Pearl Meyer & Partners, LLC, compensation consultants, to develop the
compensation package for our Chief Executive Officer, Charles M. Peck, who was appointed on September 17, 2008. This compensation package was designed to reward the CEO for achievement of
corporate objectives and provide incentives for outstanding performance while remaining fair to the Company's shareholders.

Mr. Peck's
compensation included an annual base salary of $380,000 and an incentive bonus with a target of 100% of his annual base salary based on the achievement of the Company
and individual performance goals established by the Compensation Committee. Mr. Peck was also granted 600,000 restricted performance shares of the Company's Common Stock, subject to Board of
Directors and shareholder approval of the Incentive Plan. The grant consisted of six tranches of 100,000 shares each, which would have vested in four years if respective price criteria of $2, $4, $6,
$8, $10 and $12 per share were satisfied as outlined in the Agreement.

Deductibility of Executive Compensation

Under the Omnibus Budget Reconciliation Act of 1993, provisions were added to the Internal Revenue Code under Section 162(m)
that limits the tax deduction for compensation in excess of $1.0 million paid to certain executive officers. However, performance-based compensation can be excluded from the limit so long as it
meets certain requirements. To qualify as "performance-based" under Section 162(m), compensation payments must be determined pursuant to a plan, by a committee of at least two "outside"
directors (as defined in the regulations promulgated under the Code) and must be based on achieving objective performance goals. In addition, the material terms of the plan must be disclosed to and
approved by shareholders and the outside directors or the Compensation Committee, as applicable, must certify that the performance goals were achieved before payments can be awarded. The Compensation
Committee believes that the stock option grants previously awarded by

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the
Company qualify as performance-based compensation and satisfy the requirements for exemption under the Internal Revenue Code Section 162(m).

For
2009, the annual salary paid to our Named Executive Officers did not exceed $1.0 million. Stock options granted under the terms of long-term incentives are exempt
as performance-based compensation for purposes of calculating the $1.0 million limit. To maintain flexibility in compensating the Named Executive Officers in a manner designed to promote
varying corporate goals, the Committee reserves the right to recommend and award compensation that is not deductible under Section 162(m).

Compensation Committee

As of December 31, 2009, our Compensation Committee was comprised of Messrs. Indick, Chairman, and Barre, both of whom
were independent directors at that time. These directors were also outside directors for purposes of Section 162(m) of the Internal Revenue Code and non-employee directors for
purposes of Section 16 of the Securities Exchange Act of 1934 at that time. Each member was free of any relationship that, in the judgment of the Board from time to time, would interfere with
the exercise of his or her independent judgment.

Executive Compensation Tables

The following table sets forth information regarding compensation earned by, awarded to or paid to our Named Executives during 2009.

Summary Compensation
For the years ended December 31, 2009 and 2008

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards ($)

All Other
Compensation
($)(3)

Total ($)Charles M. Peck(1)


2009


380,000





526,000 (2
)




906,000Chief Executive Officer and Director


2008


101,821


101,821





10,192


213,834Anne M. Donoho


2009


260,000


26,000








286,000Chief Financial Officer


2008


260,000








1,200


261,200James E .May


2009


176,033


35,000








211,033Chief Administrative Officer and General Counsel


(1)Mr. Peck
was appointed to the position of Chief Executive Officer on September 17, 2008. Mr. Peck left the Company on March 16,
2010.(2)Mr. Peck
was granted 600,000 restricted performance shares in connection his employment agreement. The grant was subject to shareholder approval,
which occurred on September 2, 2009. The shares vest in accordance with certain market and service conditions. The fair value of these awards was estimated in accordance with ASC 718, CompensationStock
Compensation.See Note 9Stock-Based Compensation, of
the Notes to Consolidated Financial Statements for additional information.(3)See
table "All Other Compensation" for details of the amounts paid.


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All Other Compensation
For the years ended December 31, 2009 and 2008

Name and Principal Position

Year

Executive
relocation ($)

Company
contributions
to 401(k) Plan ($)

Severance
payments/
accruals ($)

Other ($)

Total ($)Charles M. Peck(1)


2009














Chief Executive Officer and


2008


5,192








5,000


10,192DirectorAnne M. Donoho


2009











Chief Financial Officer


2008





1,200








1,200James E .May


2009














Chief Administrative Officer and General Counsel


(1)Under
Mr. Peck's employment agreement, he received reimbursement for his relocation expenses. In 2008, Mr. Peck received a $5,000
sign-on bonus.


The
following table provides information on the holdings of stock options and stock awards by the Named Executives Officers as of December 31, 2009. This table includes
unexercised and unvested option awards.

Outstanding Equity Awards
Year ended December 31, 2009

Option awards

Stock awardsName

Number of
securities
underlying
unexercised
options
Exercisable

Number of
securities
underlying
unexercised
options
Unexercisable

Option
exercise
price ($)

Option
expiration
date

Number of
shares or units of
stock that have
not vested

Market value of
shares or units of
stock that have
not vested ($)Charles M. Peck(1)














600,000


526,000Anne M. Donoho(2)


37,500


12,500


2.30


12/5/2017





James E. May




















(1)Mr. Peck
was granted 600,000 restricted performance shares in connection his employment agreement. The grant was subject to shareholder approval,
which occurred on September 2, 2009. The shares vest in accordance with certain market and service conditions. The fair value of these awards was estimated in accordance with ASC 718, CompensationStock
Compensation.See Note 9Stock-Based Compensation, of
the Notes to Consolidated Financial Statements for additional information. Effective March 16, 2010, Mr. Peck no longer served as CEO, and will forfeit these shares if certain
performance targets are not met within 90 days of his departure.(2)Ms. Donoho's
stock options vested 25% on the grant date, an additional 25% vested on the first anniversary of the grant date, another 25% vested on
the second anniversary of the grant date and 25% of the shares vest on the third anniversary of the grant date. All options expire ten years from the date of grant.


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Employment and Other Agreements for the Named Executive Officers:

Charles M. Peck

Mr. Peck was appointed to serve as the Company's Chief Executive Officer and a member of the Board of Directors effective
September 17, 2008. The Company entered into a four year employment agreement ("employment agreement") under which Mr. Peck will receive an annual base salary of not less than $380,000
and a one-time "sign-on" bonus of $5,000. Additionally, in accordance with Mr. Peck's employment agreement, in 2008 he received an incentive bonus equal to 100% of the
base salary paid to him during that year. In 2009, Mr. Peck was eligible to receive an incentive bonus with a target of 100% of his annual base salary based on the achievement of the Company
and individual performance goals established by the Compensation Committee. Mr. Peck was also granted 600,000 restricted performance shares of the Company's common stock, as approved by the
Board of Directors and shareholders under the Company's 2009 Incentive Plan. The grant consisted of six tranches of 100,000 shares each, which would have vested in four years if respective price
criteria of $2, $4, $6, $8, $10 and $12 per share were satisfied as outlined in his restricted stock agreement.

If
the Company terminated Mr. Peck's employment without cause or he terminates with good reason, subject to Mr. Peck's execution of the Company's standard waiver and
release, the Company would pay Mr. Peck any bonus owed pursuant to his employment agreement and an amount equal to twelve months of his base salary in effect as of the termination date. In
connection with his employment agreement, Mr. Peck is also is subject to the Company's standard non-disclosure and non-competition agreement which restricts
Mr. Peck from directly or indirectly competing with us for a period of one year after the termination of his employment for any reason.

Effective
as of March 16, 2010, Mr. Peck terminated his employment with the Company for "good reason" pursuant to which, the Company agreed to pay Mr. Peck a
severance payment equal to $380,000 in the event of such termination ("separation compensation"). Pursuant to the terms of the employment agreement, the separation compensation will be payable over a
twelve month period in
accordance with the Company's normal payroll practices, subject to (i) Mr. Peck's execution and delivery of the wavier and release agreement as set forth in the Employment Agreement and
(ii) Mr. Peck's compliance with the terms and conditions of a covenant agreement referenced in the employment agreement.

Anne M. Donoho

On December 5, 2007, the Company promoted Ms. Donoho to the position of interim Chief Financial Officer and at that time,
agreed to compensate her with an annual salary of $250,000. In April 2008, the Company appointed Ms. Donoho to Chief Financial Officer and increased her salary to $260,000. Ms. Donoho is
eligible for an incentive bonus to be determined by the Compensation Committee of the Board of Directors, as well as health insurance and other benefits generally awarded to executive officers of the
Company. On December 16, 2008, the Company and Ms. Donoho entered into a written agreement ("severance agreement") that provides her with severance compensation equal to twelve months of
her base salary in effect as of the termination date if she is terminated prior to December 4, 2010 without cause or in connection with a change in control.

James E. May

On May 1, 2009, the Company promoted Mr. May to the position of General Counsel. In September 2009, Mr. May's
responsibilities were expanded to include the role of Chief Administrative Officer with an annual salary of $180,000. Mr. May is eligible for an incentive bonus to be determined by the
Compensation Committee of the Board of Directors, as well as health insurance and other benefits generally awarded to executive officers of the Company.

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Summary

The foregoing is only a summary of the material terms of our agreements with the Named Officers. For a complete description, copies of
Mr. Peck's employment agreement and
Ms. Donoho's severance agreement are listed as exhibits to this Annual Report on Form 10-K and incorporated herein by reference.

Potential payments upon termination or change in control

As described above, we had a written employment agreement with Charles M. Peck during 2009 and a written severance agreement with Anne
M. Donoho. The agreements provide for payments of certain benefits, as described in the tables below, upon the termination of the employee. The employee's rights upon termination of his or her
employment depend upon the circumstance of the termination. The agreements specify payment to the employees upon each of the following situations:



Our
Named Executive Officers have also signed the Company's standard confidentiality and non-competition agreement that applies for certain time periods following the
employee's termination of employment for any reason. The non-competition time periods after termination of employment are as follows: Charles M. Peck1 year, Anne M.
Donoho2 years and James E. May23 months.

The
table below illustrates the potential payouts to each Named Executive Officer employed by the Company in an officer capacity as of December 31, 2009, under each of the various
separation situations. The table assumes that the terminations took place on December 31, 2009.

Termination
with Cause

Death

Disability

Term
without Cause

Termination
after Change
in ControlCharles M. Peck*










$
380,000

$
380,000Anne M. Donoho**










$
260,000

$
260,000


*Mr. Peck
left the Company on March 16, 2010.


Director Compensation

In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the
Company as well as the skill-level required of members of the Board.

Charles
M. Peck, our only employee director during 2009, does not receive any additional compensation for serving on the Board.

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Beginning in the third quarter of 2009, each non-employee director received a $8,750 quarterly retainer ($35,000 annually), with no additional fees
based on the number of attended meetings. Additionally, our Lead Director received an additional $3,750 per quarter, the Chairman of the Audit Committee received an additional $2,500 per quarter, the
Chairman of the Nominating and Corporate Governance Committee received an additional $1,250 per quarter and the Chairman of the Compensation Committee received an additional $1,875 per quarter. In
addition, expenses incurred by our non-employee directors in attending Board meetings are reimbursed.

In
addition to receiving a quarterly retainer, directors have been generally eligible to receive sign-on and/or annual bonus and/or stock options. In 2009, $15,000 was
granted to each director for the purpose of using after tax proceeds to purchase shares of the Company's common stock in the open market. During 2009, no stock awards or stock option awards were made
to any of the directors.

Compensation
paid to each non-employee director during 2009 is as follows:

Name

Fees earned
or paid
in cash ($)

Option
awards
($)(1)

Total ($)Steven C. Barre


84,000





84,000J. Hunter Brown(2)


29,750





29,750Murray A. Indick


68,750





68,750Jason Hammerman(2)


28,111





28,111Frederick A. Cardin(3)


58,667





58,667Wallace L. Timmeny(4)


28,389





28,389Allan Weingarten(5)


44,583





44,583Russell A. Whitney(6)


12,500





12,500


(1)There
were no stock options or stock awards granted to directors during 2009.(2)Mr. Brown
and Mr. Hammerman were elected to the Board of Directors on September 2, 2009.(3)Mr. Cardin
was not re-elected to the Board of Directors on September 2, 2009.(4)Mr. Timmeny
resigned as a director on the Board of Directors on June 1, 2009.(5)Mr. Weingarten
was appointed to the Board on April 6, 2009 and was not re-elected on September 2, 2009.(6)Mr. Whitney
resigned as a director on the Board of Directors effective March 30, 2009.


The
aggregate number of option awards and respective grant date option exercise price per share outstanding at December 31, 2009 for each non-employee director is
reflected in the following chart:

Director

Grant date

Options

Grant date
option exercise
price per shareSteven C. Barre

February 1, 2008


10,000

$
2.50Murray A. Indick

November 21, 2007


10,000

$
2.25J. Hunter Brown







Jason Hammerman










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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial common stock ownership as of March 10, 2010, by (i) of each person known by
us to be the beneficial owner of five percent or more of our common stock, (ii) by each of our directors and Named Executive Officers (who were employed by the Company as of March 10,
2010) and directors and by (iii) all directors and Named Executive Officers (who were employed by the Company as of March 10, 2010) as a group.

As
used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.

Unless
otherwise noted, beneficial ownership consists of sole ownership, voting and investment rights. The address for each Named Executive Officer and director is care of
Tigrent Inc., 1612 East Cape Coral Parkway, Cape Coral, Florida 33904. As of March 10, 2010, we had 11,738,587 shares issued and outstanding. This table is based upon information
supplied to us by our Named Executive

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Officers,
directors and principal shareholders and/or contained in reports filed by these persons with the SEC.

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership(1)

Percent
of classNamed Executive Officers and directors:Charles M. Peck


8,800


*Anne M. Donoho(2)


47,500


*J. Hunter Brown(3)


26,491


*Murray A. Indick(2)(4)


15,800


*Steven C. Barre(2)


20,000


*Jason Hammerman(5)


113,500


*James E. May





*Named Executive Officers and directors as a group (seven persons)


232,091


2.0Beneficial owners of more than 5% of the common stock:Russell A. Whitney(6)
4818 Coronado Parkway, #10
Cape Coral, FL


2,856,375


24.3Ingrid Whitney(7)
232 Bayshore Drive
Cape Coral, FL


2,277,444


19.4Prides Capital Fund I, LP(8)
c/o Prides Capital LLC
200 High Street, Suite 700
Boston, MA 02110


1,741,100


14.8Kingstown Capital Partners, LLC(9)
1270 Broadway, Suite 1009
New York, NY 10001


1,203,450


10.3Tapestry Investment Partners, LP
1000 Chapel View Blvd., Suite 240
Cranston, RI 02920(10)


750,000


6.4Eliot Rose Asset Management, LLC and Gary S. Siperstein
1000 Chapel View Blvd., Suite 240
Cranston, RI 02920(11)


1,000,000


8.5


*Less
than 1%(1)In
accordance with SEC rules, this column includes shares that may be acquired pursuant to stock options and common stock purchase warrants that are or will
become exercisable within 60 days of December 31, 2009.(2)Includes
shares underlying vested stock options as follows: Anne M. Donoho 37,500 options; Murray A. Indick 10,000 options; and Steven C. Barre 10,000
options.(3)Includes
6,000 shares held by the JDD Trust, and 12,991 shares held by the SGAP Brown Trust. Mr. Brown is the trustee of the SGAP Brown
Trust and the JDD Trust and has the sole power to vote and dispose of Tigrent's common stock owned by these trusts. Mr. Brown disclaims beneficial ownership of the shares held by the SGAP Brown
Trust and the JDD Trust.


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(4)Excludes
1,731,000 shares owned by Prides Capital Fund I, LP. Mr. Indick, an employee of Prides Capital LLC, does not vote the shares
owned by Prides Capital Fund I, LP and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest in Prides Capital LLC.(5)Include
107,000 shares held by Hammerman Capital Partners, L.P. ("Hammerman LP"). As the managing member of the general partner of Hammerman LP,
Mr. Hammerman has the sole power to vote and dispose of Tigrent's stock owned by Hammerman LP. Mr. Hammerman disclaims beneficial ownership of the shares held by Hammerman LP, except to
the extent of his pecuniary interest in the shares.(6)Includes
(i) 437,500 shares held by International Securities 3, LLC ("IS3") which is beneficially owned by Russell Whitney, and
(ii) 2,418,875 shares held by Day One, LLC ("Day One"), which is beneficially owned by Mr. Whitney. This information was obtained from a Schedule 13G filed by Ingrid
Whitney with the SEC on March 13, 2008 and a Schedule 13D filed by Russell Whitney, IS3 and Day One with the SEC on April 28, 2008. Additional information was obtained from our
stock transfer agent as of December 31, 2009.(7)This
information was obtained from a Schedule 13G filed by Ingrid Whitney with the SEC on March 13, 2008 and a Schedule 13D filed by
Russell Whitney, IS3 and Day One with the SEC on April 28, 2008. Additional information was obtained from our stock transfer agent as of December 31, 2009.(8)Information
obtained from a Schedule 13D filed by Prides Capital Partners LLC with the SEC on November 15, 2007. Murray A. Indick,
Kevin A. Richardson, II, Henry J. Lawlor, Jr., Charles E. McCarthy and Christian Puscasiu may be deemed to share voting and dispositive power over these shares. In addition, this amount reflects
10,000 vested stock options awarded to Mr. Indick.(9)Information
obtained from a Form 4 filed on November 3, 2009 and from a Schedule 13D filed on September 8, 2009, each filed
jointly by Kingstown Capital Partners LLC ("Kingstown GP"), Kingstown Partners L.P. ("Kingstown"), Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown
Management GP LLC ("Kingstown Management"), Michael Blitzer, Guy Shanon, Hammerman Capital Partners, LP, SGAP Brown Trust, JDD Trust, Jason Hammerman, and J. Hunter Brown.
Kingstown GP is the general partner of Kingstown. Mr. Blitzer and Mr. Shanon are each managing members of Kingstown GP. Kingstown Management is the general partner of
Kingstown Capital. Mr. Blitzer and Mr. Shanon are each managing members of Kingstown Management. By virtue of these relationships, each of the reporting persons may be deemed to be
beneficial owners of more than 10% of the outstanding common stock.(10)Information
obtained from Schedule 13G filed on February 8, 2010.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The following is a summary of transactions during fiscal 2009 and 2008 between the Company and its executive officers, directors,
nominees, principal shareholders and other related parties involving amounts in excess of $120,000 or which the Company has chosen to voluntarily disclose.

Leases with the Whitneys

During 2008 we leased approximately 2,200 square feet of training facilities at 1611 East Cape Coral Parkway, approximately 9,000
square feet of space at 1625 East Cape Coral Parkway which is used for offices and shipping, and 4,802 square feet at 1630 Southeast 47th Terrace which we use as a training facility, all in
Cape Coral, Florida from Cape Promenade Trust which is for the benefit of our former Chairman and Chief Executive Officer, Mr. Whitney and Ingrid Whitney, his former wife. The monthly rentals
were $1,943, $13,913 and $7,238 in 2008, respectively. We terminated the 1611 East

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Cape
Coral Parkway and 1630 Southeast 47th Terrace leases on September 17, 2008. We also terminated the 1625 East Cape Coral Parkway lease effective December 31, 2008. The Company
has no related party leases as of December 31, 2009 and 2008.

Gulfstream Development Group, LLC

During the year ended December 31, 2008, the Company had an agreement with Gulfstream Development Group, LLC
("Gulfstream") in which we were compensated for appointing Gulfstream as the exclusive offeror of homes for customers of our advanced real estate courses. Customers were offered the opportunity to
purchase residential lots in Southwest Florida from
Gulfstream, other lot owners, or Mr. Russell A. Whitney, our former Chairman and Chief Executive Officer. Gulfstream constructed homes on lots owned by our customers. Under a Referral Services
Agreement with Gulfstream, Gulfstream agreed to pay the Company $2,500, with $500 of that being paid to Company trainers who assisted in the referral for each customer that the Company referred to
Gulfstream. Our relationship with Gulfstream Development Group, LLC, was terminated in 2008.

Based
upon information we received from Gulfstream, Mr. Whitney received the following payments from Gulfstream during the year ended December 31, 2008; (i) salary
of $70,000; (ii) transaction-based compensation of $898,100 and (iii) distributions of $264,643. The Company has not received information from Gulfstream or Mr. Whitney for the
comparable period in 2009.

A
committee of the Board of Directors is reviewing the Gulfstream transactions regarding compliance with the applicable governance and related party transaction requirements established
by the Company.

Costa Rica

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 years ended December 31, 2009 and 2008, using the equity method of accounting, we recorded our share of the losses related to our interests in these
entities of approximately $154,000 and $163,000 million, respectively. See Note 8Long-Term Debtand
Note 15Commitments and ContingenciesLitigationfor further discussion of litigation involving M. Barry Strudwick and
Susan Weiss and related notes payable.

In
addition, we 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.

A
committee of the Board of Directors is reviewing the Costa Rica transactions regarding compliance with the applicable governance and related party transaction requirements established
by the Company.

Related Party Transactions Policy

The Board of Directors adopted a Related Party Transaction Policy for the review of related person transactions on March 23,
2007 which is available on our Web site athttp://www.tigrent.com/corpgov.htm. Under these policies and procedures, the Audit Committee will review
related person

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transactions
in which we are or will be a participant to determine if they are in the best interests of our shareholders and the Company. Financial transactions, arrangements, relationships or any
series of similar transactions, arrangements or relationships in which a related person had or will have a material interest and that exceed $120,000 are subject to the Committee's review. Any member
of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberation or vote requesting approval or ratification of the transaction.
Transactions that are subject to the policy include any transaction, arrangement or relationship (including indebtedness or guarantees of indebtedness) in which the Company is a participant with a
related person. The related person may have a direct or indirect material interest in the transaction.

Related
persons are directors, director nominees, executive officers, holders of 5% or more of our voting stock, and their immediate family members. "Immediate family member" is defined
as any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of any
executive officer, director, nominee for director, or holder of more than 5% of any class of the Company's voting securities. The related party transactions policy requires all Named Executive
Officers, other executives, directors, and affiliated holders of more than 5% of any class of Company stock, to complete and sign a related person transaction disclosure questionnaire on a quarterly
basis. This questionnaire must disclose any related person transactions that have occurred the previous quarter or that are planned to occur during the upcoming year. An "indirect" interest of a
related person in a transaction includes a related person serving as an officer or employee of, or being a significant investor or equity holder in, an entity that is a party to a transaction with the
Company.

Exemptions
from this policy include: (i) payment of compensation by the Company to its officers or directors for service to the Company in their stated capacity;
(ii) transactions available to all employees or all shareholders of the Company on the same terms; and (iii) transactions, which when aggregated for any related person, involve equal to
or less than $120,000 in a fiscal year.

Transaction
details required for disclosure include: (i) name of the related person and the basis on which the person is a related person; (ii) the related person's
interest in the transaction with the
Company, including the related person's position(s) or relationship(s) with, or ownership in, a firm, corporation, or other entity that is a party to, or has an interest in, the transaction;
(iii) the approximate dollar value of the amount involved in the transaction; (iv) in the case of indebtedness, disclosure of the amount involved in the transaction shall include the
largest aggregate amount of principal outstanding during the period for which disclosure is provided, the current amount outstanding, and the amount of interest paid or payable; and (v) any
other information that is material to investors.

The
Audit Committee will analyze the following factors, in addition to any other factors the Committee deems appropriate, in determining whether to approve a related person transaction:
(i) fairness of the terms for the Company; (ii) materiality of the transaction; (iii) role of the related person in the transaction; (iv) structure of the transaction; and
(v) interests of all related parties in the transaction.

The
Audit Committee will only approve a related person transaction if the Audit Committee determines that the terms of the related person transaction are beneficial and fair to the
Company. Approval of a related party transaction may be conditioned upon the Company and the related person taking any or all of the following additional actions, or any other actions that the Audit
Committee deems appropriate, as set forth in more detail in the Company's Related Party Transactions Policy.

It
is the Company's policy that the Committee shall approve any related party transaction before the commencement of the transaction. However, if the transaction is not identified before
commencement, it must still be presented to the Committee for its review and ratification. The Audit Committee reviewed and approved the RW Leases. A committee of independent directors of the Board

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of
Directors is reviewing matters including the Gulfstream Transactions, Costa Rican Transactions, Whitney Leadership acquisition, the Equity Corp. acquisition and fees and expenses paid to Russell A.
Whitney regarding compliance with the applicable governance and related party transaction requirements.

Director Independence

For a description of our Board of Directors and its compliance with the independence requirements therefore as promulgated by the
Securities and Exchange Commission and Nasdaq, see "Item 10Directors, Executive Officers and Corporate Governance.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Ehrhardt Keefe Steiner & Hottman, P.C., Denver, Colorado ("EKS&H"), conducted the audit of our Consolidated Financial Statements
for the years ended December 31, 2009 and 2008. It is our understanding that this firm is obligated to maintain audit independence as prescribed by the accounting profession and certain
requirements of the SEC. As a result, our Audit Committee specifically approves, in advance, non-audit services provided by EKS&H, and it considers the effect, if any, of such services on
audit independence. All services provided by EKS&H in 2009 were pre-approved in accordance with these procedures and the Audit Committee concluded that the services provided by EKS&H for
activities unrelated to the audit in 2009 are compatible with EKS&H maintaining its independence.

The
following table presents fees for professional audit services rendered by EKS&H, our independent auditor, for the audit of our Consolidated Financial Statements for the years ended
December 31, 2009 and 2008, and fees billed for other services rendered by EKS&H (in thousands):

Years ended
December 31,2009

2008Audit fees

$
480

$
511Audit-related fees(1)


87


25Tax fees(2)


398


247All other fees(3)


23


336Total fees

$
988

$
1,119


(1)Primarily
includes the fees for the audit of our 401(k) plan.(2)Primarily
relates to tax compliance, tax advice and tax planning, including assistance with ongoing IRS examinations.(3)The
2008 amount primarily includes audit fees related to our financial restatements for the years 2002-2006 included in our 2006
Form 10-K/A filed January 15, 2009.


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ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.

Title

Method of filing3.01

Articles of Incorporation of the Registrant, as amended

Incorporated by reference to Exhibit 3.1 in the Registrant's Registration Statement on Form 10 SB/12G filed with the SEC on March 6, 2001.3.02

Articles of Amendment of the Company filed with the Colorado Secretary of State on September 21, 2009

Incorporated by reference to Exhibit 3.01 in the Form 10Q filed with the SEC on November 13, 2009.3.03

Bylaws of the Registrant

Incorporated by reference to Exhibit 3.2 in the Registrant's Registration Statement on Form 10 SB/12G filed with the SEC on March 6, 2001.3.04

Amended Bylaw provisionArticle VISection 10

Incorporated by reference to Exhibit 3.1 in the Company's Form 8-K filed with the SEC on December 3, 2008.10.01

Employment and Restricted Performance Share Agreements dated September 17,2008 between the Company and Charles M. Peck

Incorporated by reference to Exhibits 10.1 and 10.2 in the Form 8-K filed with the SEC on September 22, 2008.10.02

Severance Agreement dated December 16, 2007 between the Company and Ms. Donoho

Incorporated by reference to Exhibit 10.11 in the Form 8-K filed with the SEC on December 22, 2008.10.03

1998 Stock Option Plan

Incorporated by reference to Exhibit 99.3 in the Registrant's Registration Statement on Form 10 SB/12G filed with the SEC on March 6, 2001.10.04

Operating Agreement dated July 18, 2006 for Rich Dad Education, LLC

Incorporated by reference to Exhibit 10.13 in the Form 10-K filed with the SEC in January 15, 2009. (Portions of Exhibit 10.13 have been omitted pursuant to a request for confidential treatment
with the SEC).10.05

Licensing Agreement dated July 18, 2006 between Rich Global, LLC and Rich Dad Education, LLC

Incorporated by reference to Exhibit 10.14 in the Form 10-K filed with the SEC on January 15, 2009. (Portions of Exhibit 10.14 have been omitted pursuant to a request for confidential treatment
with the SEC).10.06

Licensing Agreement dated July 18, 2006 between Tigrent Inc. and Rich Dad Education, LLC

Incorporated by reference to Exhibit 10.15 in the Form 10-K filed with the SEC on January 15, 2009. (Portions of Exhibit 10.15 have been omitted pursuant to a request for confidential treatment
with the SEC).


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Exhibit No.

Title

Method of filing10.07

Administrative Services Agreement dated July 18, 2006 between Rich Dad Education, LLC and Tigrent Inc.

Incorporated by reference to Exhibit 10.16 in the Form 10-K filed with the SEC on January 15, 2009. (Portions of Exhibit 10.16 have been omitted pursuant to a request for confidential treatment with
the SEC).10.08

Amendment dated May 2, 2007 to the License Agreement between Tigrent Inc. and Rich Dad Education, LLC

Incorporated by reference to Exhibit 10.17 in the Form 10-K filed with the SEC on January 15, 2009.10.09

Referral Service Agreement dated June 30, 2003 between Whitney Education Group, Inc., and Gulfstream Development Group, LLC

Incorporated by reference to Exhibit 10.14 in the Form 10-K/A for the year ended December 31, 2006, filed with the SEC in January 15, 2009.10.10

Stockholders Agreement dated as of December 12, 2005 among the Company, Prides Capital Fund I, L.P., acting through Prides Capital Partners, LLC, EduTrades, Inc. and Russell A. Whitney

Incorporated by reference to Exhibit 10.02, 10.03 and 10.04 of the Registrant's Registration Statement on Form S-1 filed with the SEC on January 11, 2006.10.11

Warrant AgreementPrivate Placement

Incorporated by reference to Exhibits 10.01, 10.02, 10.03 and 10.04 of the Registrant's Registration Statement on Form S-1 filed with the SEC on January 11, 2006.10.12

Settlement Memorandum dated September 13, 2009 between Whitney Information Network, Inc., WIN CRII Trust, Russell A. Whitney, M. Barry Strudwick, Susan Weiss and Carl Weiss

Incorporated by reference to Exhibit 10.01 in the Form 10Q filed with the SEC on November 13, 2009.10.13

Tigrent Inc 2009 Incentive Plan

Incorporated by reference to Appendix A in the definitive proxy statement filed with the SEC July 24, 2009.14.01

Code of Conduct

Incorporated by reference to Exhibit 14.01 in the Form 10-K filed with the SEC in January 15, 2009.21.01

List of Subsidiaries

Filed herewith.31.01

Section 302 Certification by the Chief Executive Officer

Filed herewith.31.02

Section 302 Certification by the Chief Financial Officer

Filed herewith.32.01

Section 906 Certification of the Chief Executive Officer

Filed herewith.32.02

Section 906 Certification of the Chief Financial Officer

Filed herewith.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 to be signed on its behalf by the undersigned, thereunto duly authorized.

TIGRENT INC.Dated: April 15, 2010

By:

/s/ STEVEN C. BARRE Steven C. Barre Interim Chief Executive Officer and Director


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on our behalf of the Registrant and in the capacities and
on the date indicated.

Signature

Title

Date/s/ STEVEN C. BARRE Steven C. Barre

Interim Chief Executive Officer and Director

April 15, 2010/s/ ANNE M. DONOHO Anne M. Donoho

Chief Financial Officer

April 15, 2010/s/ MURRAY A. INDICK Murray A. Indick

Chairman of the Board of Directors

April 15, 2010/s/ J. HUNTER BROWN J. Hunter Brown

Director

April 15, 2010/s/ JASON HAMMERMAN Jason Hammerman

Director

April 15, 2010


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