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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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)

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:

         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.

         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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PART I

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

Cautionary Statement Regarding Forward-Looking Statements

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

ITEM 1.    BUSINESS

Overview

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

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

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

•

Rich Dad™ Learn to be Rich—focuses on real estate training,



•

Rich Dad™ Stock Success—concentrates on financial instruments training, and



•

Launch Your Business—provides entrepreneurship training.

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

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

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

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

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

Our Strategy

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

        Our strategy is focused in the following areas:

•

Enhanced sales and utilization of the Rich Dad brand. We intend to concentrate our marketing efforts on the Rich Dad brand, and increase lifetime customer value through cooperative marketing strategies among the various Rich Dad partners and make broader, coordinated use of the Rich Dad customer data base and other managed customer contact strategies.



•

Focus on fulfillment of customer obligations. We intend to increase the speed and cost efficiency with which we fulfill our long term customer commitments. We have expanded the options for course fulfillment in order to reduce the number of expired contracts and the resulting breakage determination. 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.



•

Enhanced eLearning. We intend to develop new interactive and online distributed course content for all brands and enhanced technology platforms capable of streaming video, interactive e-learning, and distributed e-learning.



•

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

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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™ Education was 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 of Rich Dad Poor Dad. We currently have three Rich Dad™ Education courses, which are Rich Dad™ Learn to be Rich courses focused on real estate investing, Rich Dad™ Stock Success courses focused on financial instruments investing and Launch Your Business focused 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 Roberts offers 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 the Wealth Intelligence Academy ® ("WIA") brand) include:

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

•

Live instruction in classroom settings



•

Onsite mentoring



•

Telephonic coaching



•

Electronic access to live online or pre-recorded on-demand programs



•

DVDs



•

Conferences



•

Teleconferences

        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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at www.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:

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Achieve specified monthly levels of Cash Operating Profit, as defined in the Agreement.



•

Establish and maintain a reserve equal to 30% of deferred revenue for the fulfillment of customer obligations.



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Limit capital expenditures to less than $500,000 during the calendar year unless we obtain approval from RDO.



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Maintain certain minimum customer service parameters.



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Maintain a minimum number of customer course fulfillments per year.



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Maintain a sufficient number of course offerings.

        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.

        Our Rich Dad® Education real 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 the Rich Dad® Education Brand were to decrease for any reason or if our relationship with the Rich Dad Parties was terminated due to default under our agreements with the Rich Dad Parties, it would have an adverse effect on our 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 the Rich Dad® Education products 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 Contingencies in 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:

•

Demand for training and our related products;



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Conditions in the securities and investment markets;



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Conditions in the real estate market;



•

Availability of mortgage financing and other forms of credit and consumer credit;



•

General economic and business conditions;



•

General political developments; and



•

Adverse weather or natural or man-made disasters.

        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 Contingencies in 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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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:

•

Complexity of operations across borders;



•

Currency exchange rate fluctuations;



•

Multiple and possibly overlapping or conflicting tax laws;



•

Applicability of training concepts to foreign markets; and



•

Compliance with foreign regulatory requirements.

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 the Rich Dad® Education Brand 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 the Rich Dad® Education Brand. Additionally, if Mr. and Mrs. Kiyosaki, the founders of the Rich Dad® Education Brand, do not spend as much time in the public eye, it could impact the popularity of the Rich Dad® Education Brand and consequently impact our sales of Rich Dad® Education products.

If 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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ITEM 2.    PROPERTIES

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

        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 Contingencies in the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report for information about legal proceedings in which we are involved.

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.

        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.

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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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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, the Rich 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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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:

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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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):

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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):

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(1)

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

(a)

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