THE MERGER

This section of the proxy statement/prospectus describes material aspects of the proposed merger, including the merger agreement. While we believe that the description covers the material terms of the merger, this summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer to for a more complete understanding of the merger.

Background

In May 2003, a financial advisor to Trinity Learning, M-1 Advisors, LLC, identified Prosoft as a potential strategic partner or acquisition candidate, whereupon Trinity Learning’s management conducted an initial review of Prosoft’s business through analysis of Prosoft’s website and SEC public filings.

On May 22, 2003, Trinity Learning’s CEO, Douglas Cole, and President, Edward Mooney, and Prosoft’s CEO, Robert Gwin, participated in a conference call to discuss each other’s respective businesses and strategies. Also participating on the call was Trinity Learning’s financial advisor.

On June 11, 2003, the two companies exchanged confidentiality agreements, which was followed by an exchange of preliminary financial information, including historical operating results and summary financial projections.

During July and August 2003, Mr. Cole and Mr. Gwin conducted approximately three telephonic discussions regarding a potential business relationship between their respective companies, including a possible business combination.

On September 8, 2003, Mr. Cole and Mr. Mooney met with Mr. Gwin and Benjamin Fink, Prosoft’s COO, to visit the corporate headquarters of Prosoft in Phoenix, Arizona. The site visit included a tour of the Prosoft facility, discussion of products, services and other aspects of the operations of Prosoft, and introduction to various personnel of Prosoft. A substantial discussion followed regarding the potential shared strategic vision of Trinity Learning and Prosoft.

On October 1, 2003, Mr. Gwin and Mr. Fink visited the corporate headquarters of Trinity Learning in Berkeley, California to meet with Mr. Cole, Mr. Mooney, and Christine Larson, Trinity’s Learning’s Chief Financial Officer, and discuss existing and planned operations of Trinity Learning, as well as Trinity Learning’s corporate finance strategy.

In November 2003, Trinity Learning and Prosoft discussed a transaction that contemplated the acquisition of Prosoft by Trinity Learning, with Trinity Learning issuing shares in exchange for Prosoft shares. This proposed structure was based on the relative valuations of the two companies at the time. Mr. Gwin discussed the preliminary structure with the Prosoft board of directors at a meeting on November 13, 2003, and the board directed management to pursue further discussions with Trinity Learning concerning a business combination or relationship.

From late November 2003 to early January 2004, Trinity Learning’s management was focused on additional merger and acquisition activities, including the subsequent acquisition of Virtual Learning Partners, AS in Norway. Prosoft’s management team was focused primarily on internal operating activities. During this period, the parties remained in contact and discussed various potential transaction structures, but no substantial development occurred with regard to the initial proposed business combination or any other possible business relationship.

In January 2004, based on continuing developments with regard to the firms’ market valuations, operations and other corporate development activities, the parties resumed focused discussions regarding a possible business combination.

31

Table of Contents

Index to Financial Statements

On January 16, 2004, a preliminary term sheet was circulated that proposed the terms and conditions that led to the current transaction. Over the next ten days, the terms and conditions were negotiated between the executive management teams of the two companies. On January 26, 2004, the parties agreed upon a non-binding term sheet for the proposed transaction.

In February 2004, Trinity Learning’s legal counsel prepared drafts of a merger agreement that were circulated and reviewed by Trinity Learning and Prosoft management, and their respective attorneys. Meanwhile, members of Prosoft’s management team performed substantial due diligence, including on-site financial and operational due diligence at Trinity Learning’s headquarters in Berkeley performed by Mr. Fink and by Prosoft’s financial advisor, Bengur Bryan & Co. Mr. Fink met with Mr. Mooney and Ms. Larson and was provided with access to detailed information regarding Trinity Learning and all of its operating subsidiaries.

On February 19, 2004, Trinity Learning’s board of directors met telephonically to discuss the proposed merger agreement which had been circulated to all board members. Mr. Cole discussed the key terms and conditions of the merger, including certain conditions related to certain necessary regulatory approvals, including continued good standing of Prosoft on the NASDAQ SmallCap Market subsequent to closing of the proposed merger. Mr. Michael Doherty of Doherty & Company, LLC participated in part of the telephonic meeting and presented a verbal fairness opinion with respect to the proposed merger to the board of directors. After a question and answer period, Mr. Doherty left the meeting, following which the board of directors present discussed the proposed merger and the fairness opinion and voted unanimously to approve the merger agreement and to authorize Mr. Cole to execute the final merger agreement.

On February 22, 2004, Prosoft’s board of directors met telephonically to discuss the proposed merger agreement which had been circulated to all board members. Mr. Gwin and the other board members discussed the key terms and conditions of the merger, other potential strategic opportunities, and engaged in a detailed discussion reviewing the current financial situation of the company, including sales activity, expense control, potential contracts, and future forecasts and opportunities. Two of the outside member of the board of directors reported on a verbal fairness opinion on the proposed merger from Bengur Bryan & Co. The board of directors of Prosoft unanimously approved the merger agreement and authorized Mr. Gwin to execute the final agreement.

On February 23, 2004, Mr. Gwin of Prosoft and Mr. Cole of Trinity Learning executed the transaction document. In conjunction with the execution of the document, management of Trinity Learning and Prosoft drafted and subsequently issued, on February 23, 2004, press releases to describe the merger agreement and proposed transaction. In addition, on February 24, 2004, Mr. Cole, Mr. Mooney and Mr. Gwin held a conference call for their investors and other interested parties to address the merger and its benefits to the stockholders of each firm.

Reasons for the Merger

Prosoft’s Reasons for the Merger and Factors Considered by the Prosoft Board of Directors

Prosoft’s board of directors has determined that the terms of the merger and the merger agreement are fair to, and in the best interests of, Prosoft and its stockholders. Accordingly, Prosoft’s board of directors has approved the merger agreement and the consummation of the merger.

The Prosoft board of directors considered a number of factors in concluding that the acquisition of Trinity Learning is beneficial to Prosoft and its stockholders, including:

32

Table of Contents

Index to Financial Statements

The Prosoft board of directors considered a number of potentially negative factors in its deliberation of the merger, including:

Prosoft’s board of directors consulted with Prosoft senior management, as well as Prosoft’s financial advisor, legal counsel and independent accountants, in reaching its decision to approve the merger. Among the factors considered by Prosoft’s board of directors in its deliberations were the following:

Prosoft’s board of directors does not intend the foregoing discussion of information and factors to be exhaustive, but believes the discussion to include all of the material factors that it considered. In view of the complexity and wide variety of information and factors, both positive and negative, that it considered, Prosoft’s board of directors did not find it practical to quantify or otherwise assign relative or specific weights to the specific factors it considered in making its determination. The determination of the board of directors was made after taking into consideration all of the factors as a whole. In addition, individual members of Prosoft’s board of directors may have given different weights to the different factors.

33

Table of Contents

Index to Financial Statements

Trinity Learning’s Reasons for the Merger and Factors Considered by the Trinity Learning Board of Directors

Trinity Learning’s board of directors determined that the terms of the merger and the merger agreement are fair to, and in the best interests of, Trinity Learning and its stockholders. Accordingly, Trinity Learning’s board of directors has approved the merger agreement and the consummation of the merger and recommends that you vote FOR approval of the merger agreement and the merger.

In reaching its decision, Trinity Learning’s board of directors identified several potential benefits of the merger, the most important of which included:

Trinity Learning’s board of directors considered a number of potentially negative factors in its deliberation of the merger, including:

Trinity Learning’s board of directors consulted with Trinity Learning’s senior management, as well as its legal counsel, independent accountants and financial adviser, in reaching its decision to approve the merger. Among the factors considered by Trinity Learning’s board of directors were the following:

34

Table of Contents

Index to Financial Statements

After due consideration, Trinity Learning’s board of directors concluded that the risks associated with the proposed merger were outweighed by the potential benefits of the merger.

Trinity Learning’s board of directors does not intend the foregoing discussion of information and factors to be exhaustive but believes the discussion to include all of the material factors that it considered. In view of the complexity and wide variety of information and factors, both positive and negative, that it considered, Trinity Learning’s board of directors did not find it practical to quantify or otherwise assign relative or specific weights to the specific factors it considered in making its determination. The determination was made after taking into consideration all of the factors as a whole. In addition, individual members of Trinity Learning’s board of directors may have given different weights to the different factors.

Recommendation of the Boards of Directors

After careful consideration, the full Trinity Learning board of directors unanimously determined that the terms of the merger agreement and the merger on the terms and conditions set forth in the merger agreement are advisable and are fair to, and in the best interests of, Trinity Learning and its stockholders. The Trinity Learning board of directors has approved the merger agreement and the merger on the terms and conditions set forth in the merger agreement and unanimously recommends that the stockholders of Trinity Learning vote “ FOR ” the approval and adoption of the merger agreement and approval of the merger.

After careful consideration, the full Prosoft board of directors unanimously determined that the terms of the merger agreement and the merger on the terms and conditions set forth in the merger agreement are advisable and are fair to, and in the best interests of, Prosoft and its stockholders. The Prosoft board of directors has approved the merger agreement and the merger on the terms and conditions set forth in the merger agreement and unanimously recommends that the stockholders of Prosoft vote “ FOR ” the approval and adoption of the merger agreement and approval of the merger and certain other matters relating to the merger as described in this joint proxy statement/prospectus.

Opinion of Financial Advisor to the Board of Directors of Trinity Learning

Trinity Learning engaged Doherty & Company, LLC to render an opinion as to the fairness, from a financial point of view, of the consideration to be received in the merger, to Trinity Learning’s stockholders. Doherty & Company, LLC is an investment banking firm that is engaged in the valuation of businesses and their securities

35

Table of Contents

Index to Financial Statements

in connection with mergers and acquisitions, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Trinity Learning selected Doherty & Company, LLC as its financial advisor because of its reputation and experience. Doherty & Company, LLC presented its analysis and valuation methodology and its oral opinion with respect to the merger to each of the directors on or prior to March 23, 2004, the day as of which it delivered its written opinion.

The full text of Doherty & Company, LLC’s written opinion to Trinity Learning’s board of directors is attached as Annex C to this joint proxy statement/prospectus. This opinion sets forth the assumptions made, procedures followed, other matters considered and limitations of the review undertaken. Doherty & Company, LLC’s opinion has been incorporated in its entirety into this document and this section by reference and we urge you to read the opinion carefully and in its entirety. This section is only a summary of the Doherty & Company, LLC opinion and as a summary is qualified by reference to, and not a substitute for, the full text of the opinion.

In connection with its opinion, Doherty & Company, LLC reviewed among other things:

In addition, Doherty & Company, LLC had discussions with members of the management of Trinity Learning concerning its financial condition, current operating results and business outlook.

In connection with its review, Doherty & Company, LLC relied upon and assumed the accuracy and completeness of the financial statements and other information provided to it by Trinity Learning or otherwise, and did not assume responsibility for the independent verification of such information. Doherty & Company, LLC relied upon the assurances of Trinity Learning’s management that the information provided to it was prepared on a reasonable basis in accordance with industry practice and, with respect to financial planning data and other business outlook information, reflects the best currently available estimates and judgment of management, and that management was not aware of any information or facts that would make the information provided to it incomplete or misleading. Doherty & Company, LLC expressed no opinion as to such financial planning data and other business outlook information or the assumptions on which they are based. Doherty & Company, LLC also assumed that the merger will be consummated pursuant to the terms of the merger agreement without material modifications thereto and without waiver by any party of any material conditions or obligations thereunder.

Trinity Learning agreed to pay Doherty & Company, LLC a $50,000 fee in connection with the rendering of its opinion and has paid that fee in full.

Trinity Learning also agreed to pay a fee of $265,000 to a financial advisor, M-1 Advisors, LLC, upon consummation of the merger. This fee was based on the transaction value using the Lehman Formula as follows: 5% of the first $1 million, 4% of the next million, 3% of the next million, 2% of the next million, and 1% of each million thereafter.

36

Table of Contents

Index to Financial Statements

Opinion of Financial Advisor to the Board of Directors of Prosoft

Prosoft engaged Bengur Bryan & Co., Inc. to render an opinion as to the fairness, from a financial point of view, of the consideration to be received in the merger, to Prosoft’s stockholders. Bengur Bryan is an investment banking firm that is engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Prosoft selected Bengur Bryan as its financial advisor because of its reputation and experience. Bengur Bryan presented its analysis and valuation methodology and its oral opinion with respect to the merger to the directors on or prior to February 22, 2004, the date of final approval of the merger agreement by the Prosoft board of directors, and subsequently confirmed in writing on March 2, 2004 its opinion that, as of that date and subject to the various assumptions and limitations summarized below, the exchange ratio in the merger was fair, from a financial point of view, to the Prosoft stockholders.

The full text of Bengur Bryan’s written opinion to Prosoft’s board of directors is attached as Annex D to this joint proxy statement/prospectus. This opinion sets forth the assumptions made, procedures followed, other matters considered and limitations of the review undertaken. The Bengur Bryan opinion is incorporated in its entirety into this document and this section by reference and stockholders are urged to read the opinion carefully and in its entirety. This section sets forth only a summary of the Bengur Bryan opinion and as a summary is qualified by reference to, and not a substitute for, the full text of the opinion.

Bengur Bryan provided its opinion to Prosoft’s board of directors solely for the purpose of evaluating the merger. The Bengur Bryan opinion is not a recommendation as to how any Prosoft stockholder should vote on or otherwise respond to all or any portion of the merger.

In connection with its opinion, Bengur Bryan, among other things:

In connection with its review, Bengur Bryan assumed and relied upon, without independent verification, the accuracy and completeness of all financial and other information that was publicly available or was supplied to it by Prosoft or Trinity Learning. Bengur Bryan did not make an independent appraisal or evaluation of the assets, properties or liabilities of Prosoft or Trinity Learning and was not furnished with any such appraisal or valuations. Bengur Bryan did not review any of the books and records of Prosoft or Trinity Learning and did not assume any responsibility to conduct, and did not conduct, a physical inspection of the properties or facilities of Prosoft or Trinity Learning.

37

Table of Contents

Index to Financial Statements

Bengur Bryan based its opinion on information, market, economic, financial, legal and certain other conditions, circumstances and events existing and disclosed to it as of March 2, 2004. Bengur Bryan’s opinion did not consider the effect of a public announcement of the proposed merger on the public trading price of Prosoft common stock prior to the closing of the merger. It is understood that subsequent information and developments may affect the conclusions reached in the Bengur Bryan opinion and that it does not have any obligation to update, revise or reaffirm this opinion. In addition, for purposes of rendering its opinion, Bengur Bryan assumed that the merger will be consummated on the financial terms and other terms and conditions described in the merger agreement, that the representations and warranties of each party contained in the agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement, and that all conditions to the consummation of the merger will be satisfied without waiver or modification thereof. Bengur Bryan also assumed that, in the course of obtaining the necessary governmental, regulatory or other approvals and consents for the merger, no limitations, restrictions or conditions will be imposed that would materially adversely affect the merger.

Prosoft agreed to pay Bengur Bryan a non-refundable fee of $75,000 in connection with the rendering of its fairness opinion. This fee was not conditioned on the consummation of the merger and has been paid in full by Prosoft. In addition to this fee and whether or not the merger is consummated, Prosoft agreed to pay Bengur Bryan’s reasonable out-of-pocket expenses, and to indemnify Bengur Bryan and related persons against various liabilities, including certain liabilities under the federal securities laws. Bengur Bryan has not previously provided financial advisory services or any form of services for a fee or otherwise to Prosoft, Trinity Learning, or any related entities. Certain of Bengur Bryan’s stockholders, however, are general partners of an entity of which Charles McCusker, a member of Prosoft’s board of directors, is also a general partner.

Interests of Certain Persons in the Merger

In considering the recommendation of the Trinity Learning and Prosoft boards of directors to approve and adopt the merger, stockholders should be aware that some members of the management and the board of directors of Trinity Learning and Prosoft have interests in the merger that are different from, or in addition to, the interests of stockholders of the companies generally.

Stock Options

All executive officers of Trinity Learning, including Doug Cole and Edward Mooney who are also directors of Trinity Learning, are holders of stock options to purchase Trinity Learning common stock. Pursuant to the merger agreement, all stock options of Trinity Learning will be assumed by Prosoft and will be replaced and substituted with options to acquire shares of Prosoft common stock with appropriate adjustments, if any, in share amounts and exercise price to reflect the exchange ratio in the merger. All other terms of the options, including the vesting schedule, will remain unchanged. See the discussion under the section entitled “The Merger Agreement — Treatment of Stock Options.”

Prosoft Board Seats

Pursuant to the terms of the merger agreement, Prosoft’s board of directors following the merger will consist of eight persons, six of whom will be nominated by Trinity Learning. It is anticipated that certain of Trinity Learning’s current directors will be nominated to fill four of these positions on Prosoft’s board of directors and Trinity Learning will designate two new independent directors. See “The Merger Agreement – Directors and Officers.”

Management Positions and Employment Agreements

The merger agreement provides that the executive officers of Trinity Learning, including Doug Cole and Edward Mooney, each of whom is a director of Trinity Learning, shall enter into employment agreements with

38

Table of Contents

Index to Financial Statements

Prosoft upon completion of the merger. See “Additional Prosoft Annual Meeting Matters – Election of Two Class I Directors – Management of Prosoft After the Merger.” It is anticipated that the employment agreements entered into between Prosoft and Trinity Learning’s executive officers will be on terms substantially similar to those contained in such officers’ present employment agreements with Trinity Learning. See “Information About Trinity Learning – Executive Compensation.”

Contractual Payments

Under the change of control provisions of his current employment agreement with Prosoft, Robert Gwin, Chairman and CEO of Prosoft, will receive a payment of $300,000 upon the closing of the merger. In addition, all of Mr. Gwin’s unvested options shall vest upon closing of the merger. See “ Election of Two Prosoft Class I Directors – Employment Agreement, Termination of Employment Agreement, and Change in Control Arrangement.”

Dissenters’ Rights

Sections 1301-1331 of Part 13 of the Utah Act (“Part 13”) provide dissenters’ rights to stockholders of Utah corporations in certain situations, including consummation of the transactions contemplated by the merger agreement. Holders of Trinity Learning common stock are accordingly entitled to dissenters’ rights under the Utah Act. If holders of Trinity Learning common stock exercise dissenters’ rights in connection with the merger in compliance with the provisions of Part 13, any Dissenting Shares (as defined below) will be exchanged for such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the Utah Act.

The following summary of the provisions of Part 13 is not intended to be a complete statement of such provisions and is qualified in its entirety by reference to the full text of Part 13, a copy of which is attached hereto as Annex B and is incorporated herein by reference.

If the merger is approved by the required vote of the Trinity Learning stockholders and is not abandoned or terminated, each holder of Trinity Learning common stock who does not vote its shares in favor of the merger and who complies with the procedures set forth in Part 13 will be entitled to have his or her shares of Trinity Learning common stock purchased by the corporation surviving the merger for cash at their Fair Value (as defined below). (For the purposes of this discussion of dissenters’ rights, “Trinity Learning” shall also refer to such surviving corporation.) The “Fair Value” of such shares will be determined as of the day before the effectuation of the merger, excluding any appreciation or depreciation in anticipation of the proposed sale. Those shares with respect to which holders of Trinity Learning common stock have perfected their purchase demand in accordance with Part 13 and have not effectively withdrawn or lost such rights are referred to in this summary as the “Dissenting Shares.”

In order to avoid forfeiting his or her dissenters’ rights, prior to the vote taken to approve the proposed merger, a holder of Trinity Learning common stock who wishes to assert dissenters’ rights must deliver written notice to Trinity Learning of his or her intent to demand payment for shares if the proposed merger is approved. In addition, any such holder of Trinity Learning common stock (a “Dissenting Stockholder”) must not vote any of his or her shares in favor of the proposed merger.

Within ten days after approval of the merger by the holders of Trinity Learning common stock, Trinity Learning must mail a notice of such approval (the “Approval Notice”) to all Dissenting Stockholders who are entitled to demand payment for their shares under Part 13, together with (a) a statement of the procedures to be followed in order for the Dissenting Stockholder to pursue his or her dissenters’ rights, (b) a copy of Part 13, (c) a form for demanding payment, and (d) a statement that Trinity Learning must receive the payment demand and certificate(s) representing Dissenting Shares within thirty (30) days.

39

Table of Contents

Index to Financial Statements

A Dissenting Stockholder must, within 30 days after the date on which the Approval Notice is mailed to such Stockholder, demand in writing from Trinity Learning the purchase of his or her Dissenting Shares and payment to the Dissenting Stockholder of the fair market value of such shares and must submit the certificate(s) representing the shares to Trinity Learning in accordance with the terms of the Approval Notice. A Dissenting Stockholder who does not demand payment and deposit share certificates as required by the date set in the Approval Notice is not entitled to payment for shares under Part 13. A Dissenting Stockholder should mail or deliver his written demand for payment to: Trinity Learning Corporation, 1831 Second Street, Berkeley, California 94710, Attn: Doug Cole, President. The demand should specify the Dissenting Stockholder’s name and mailing address, the number of Dissenting Shares owned by such Stockholder, and should state that such holder is demanding purchase of his or her shares in payment of their Fair Value. Upon the later of the effectuation of the merger and receipt of each payment demand made pursuant to Part 13, Trinity Learning shall pay the amount it estimates to be the Fair Value of the Dissenting Shares, plus interest at the legal rate of interest to each Dissenting Stockholder who has complied with the requirements of Part 13 and who has not yet received payment. The payment by Trinity Learning constitutes an offer by it to purchase all of its Dissenting Shares at the stated amount. Only a holder of record of Trinity Learning common stock as of the record date for the Trinity Learning stockholder meeting (or his duly appointed representative) is entitled to assert a purchase demand for the shares registered in that holder’s name.

Any Dissenting Stockholder who has not accepted an offer made by Trinity Learning for its shares, may, within 30 days after Trinity Learning first offered payment for such shares, notify Trinity Learning in writing of his or her own estimate of the Fair Value of his Dissenting Shares and demand payment of the estimated amount, plus interest, less any payment made under Part 13, if (i) the Dissenting Stockholder believes that the amount offered or paid by Trinity Learning under Part 13 is less than the Fair Value of his or her shares, (ii) Trinity Learning fails to make payment within 60 days after the date set by it as the date by which it must receive the payment demand, or (iii) Trinity Learning, having failed to complete the proposed merger, does not return share certificates deposited by a Dissenting Stockholder as required by Part 13. If Trinity Learning denies that the stock certificates sent by a Dissenting Stockholder represent Dissenting Shares, or if Trinity Learning and a Dissenting Stockholder fail to agree upon the fair market value of the shares, then within 60 days after receiving the payment demand, Trinity Learning must petition a Utah District Court (the “Court”) to determine whether the shares are Dissenting Shares or to determine the Fair Value of such Dissenting Stockholder’s shares, or both. If Trinity Learning does not commence the proceeding within the 60-day period, it shall pay each Dissenting Stockholder whose demand remains unresolved the amount demanded. Trinity Learning shall make all Dissenting Stockholders whose demands remain unresolved, parties to the proceeding as an action against their shares. The Court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of Fair Value. Each Dissenting Stockholder made a party to the proceeding is entitled to judgment for the amount, if any, by which the Court finds that the Fair Value of his or her shares, plus interest, exceeds the amount paid by Trinity Learning.

Dissenting Shares lose their status as Dissenting Shares if (a) the merger is abandoned; (b) the shares are transferred prior to their submission for the required endorsement; (c) the Dissenting Stockholder fails to make a written demand for purchase; (d) the Dissenting Stockholder votes to approve and adopt the merger agreement; (e) the Dissenting Stockholder and Trinity Learning do not agree on the status of the shares as Dissenting Shares or do not agree on the purchase price, but neither Trinity Learning nor the Stockholder files a complaint within 60 days after the mailing of the Approval Notice; or (f) with the consent of Trinity Learning, as applicable, the Dissenting Stockholder delivers to Trinity Learning a written withdrawal of such Dissenting Stockholder’s demand for purchase of his shares.

Prosoft has the right to terminate the merger agreement if dissenters’ rights are exercised by holders of more than 2% of the total number of shares of Trinity Learning common stock outstanding immediately prior to the merger.

40

Table of Contents

Index to Financial Statements

Accounting Treatment

In accordance with generally accepted accounting principles of the United States of America, the merger will be accounted for as a purchase business combination with Trinity Learning being the acquiring enterprise. Subsequent to the merger, the results of operations of Prosoft will be included in the consolidated financial statements of Trinity Learning. The purchase price will be allocated based on the fair values of the Prosoft assets acquired and the liabilities assumed. Pursuant to Statements of Financial Accounting Standards No. 141, “ Business Combinations ” and No. 142. “ Goodwill and Other Intangible Assets ,” goodwill and intangibles that are deemed to have an indefinite life will no longer be subject to amortization over their estimated useful life. Rather, goodwill and these certain intangibles will be subject to at least annual assessment for impairment based on a fair value test. Identified intangible assets with finite lives will be amortized over those lives. A final determination of the intangible asset values and required purchase accounting adjustments, including the allocation of the purchase price to the assets acquired and liabilities assumed based on their respective fair values, has not yet been made. Trinity Learning will determine the fair value of assets and liabilities and will make appropriate business combination accounting adjustments. However, for the purpose of disclosing unaudited pro forma information in this joint proxy statement/prospectus, Trinity Learning has made preliminary determination of the purchase price allocation, based upon current estimates and assumptions, which is subject to revision upon consummation of the merger.

Federal Securities Laws Consequences

All shares of Prosoft common stock received by Trinity Learning stockholders in the merger will be freely transferable, except that shares of Prosoft common stock received by persons who are deemed to be “affiliates,” as such term is defined under the Securities Act of 1933, as amended (the “Securities Act”), of Trinity Learning prior to the merger may be resold by them only in transactions permitted by the resale provisions of Rule 145 promulgated under the Securities Act or as otherwise permitted under the Securities Act. Persons who are affiliates of Trinity Learning generally include individuals or entities that control, are controlled by, or are under common control with, Trinity Learning and may include officers and directors of Trinity Learning as well as principal stockholders of Trinity Learning.

Amendments to Prosoft Articles of Incorporation

As an integral part of the approval by Prosoft stockholders of the merger with Trinity Learning, Prosoft stockholders are being asked to approve amendments to Prosoft’s articles of incorporation to increase the authorized number of shares of common stock from 75,000,000 to 175,000,000, and to change the name of the company to Trinity Learning Corporation, effective upon the completion of the merger. Prosoft will need the increased number of authorized shares in order to have adequate shares to satisfy its obligations under the merger agreement to Trinity Learning’s stockholders and holders of Trinity Learning warrants, options and convertible notes. An estimated 36 million shares will be issued to existing Trinity Learning stockholders and an additional approximately 28 million shares will be reserved for issuance under outstanding Trinity Learning options, warrants and convertible notes to be assumed by Prosoft in the merger. Prosoft has no other immediate plans, arrangements or understandings for the issuance of shares that would be authorized by the amendment to the articles of incorporation. Approval of the merger proposal by the Prosoft stockholders will also constitute approval of the amendments to the Prosoft articles of incorporation to increase the number of authorized shares and change the name of the company.

Prosoft Reverse Stock Split

General

As part of its approval of the merger with Trinity Learning, Prosoft’s board of directors has unanimously adopted resolutions proposing, declaring and recommending that stockholders of the company authorize an amendment to Prosoft’s articles to effect a reverse stock split of the issued and outstanding shares of Prosoft

41

Table of Contents

Index to Financial Statements

common stock (such split to combine a number of outstanding shares of the company’s common stock between two and ten, such number consisting of only whole shares, into one share of the company’s common stock, at the discretion of the Prosoft board of directors). There would be no change in the par value of the Prosoft common stock, and the number of authorized shares of Prosoft common stock would be reduced proportionately. The reverse stock split would become effective immediately after the merger. The board of directors may effect only one reverse stock split. The reverse stock split ratio will be determined in the judgment of the board of directors, with the intention of maximizing the company’s ability to remain in compliance with the continued listing maintenance requirements of Nasdaq and realize the other intended benefits of the reverse stock split to Prosoft and its stockholders. See the information below under the caption “Purposes of the Reverse Stock Split.” The purpose of selecting a range is to give the Prosoft board of directors the flexibility to best achieve the purposes of the reverse stock split.

The Prosoft board of directors also reserves the right, notwithstanding stockholder approval and without further action by stockholders, to not proceed with the reverse stock split if the board of directors, in its sole discretion, determines that the reverse stock split is no longer in the best interests of the company and its stockholders. The board of directors may consider a variety of factors in determining whether or not to implement the reverse stock split and the amount of the split ratio, including, but not limited to, overall trends in the stock market, recent changes and anticipated trends in the per share market price of the common stock, changes in Nasdaq’s listing requirements, business and transactional developments and Prosoft’s actual and projected financial performance.

Approval of the merger proposal by the Prosoft stockholders will also constitute approval of the authorization to the Prosoft board of directors, in its discretion, to effect the reverse stock split immediately after the merger.

Purposes of the Reverse Stock Split

Prosoft’s common stock is a quoted security on the Nasdaq SmallCap Market. In order for the common stock to continue to be quoted thereon, the company is required to continue to comply with various listing maintenance standards established by Nasdaq. Among other things, the company is required to maintain a minimum bid price of at least $1.00 per share. The continued listing of Prosoft common stock on the Nasdaq SmallCap Market (or other national exchange mutually agreeable to Prosoft and Trinity Learning) is a condition to the obligations of Prosoft and Trinity Learning to consummate the merger.

On October 7, 2002, the trading of Prosoft common stock was transferred from the Nasdaq National Market System to the Nasdaq SmallCap Market as a result of Prosoft’s failure to satisfy the minimum $1.00 bid price per share requirement set forth in the Nasdaq Marketplace Rules. However, in order to remain listed on the Nasdaq SmallCap Market, Prosoft had to satisfy the $1.00 bid price requirement by having a common stock closing bid price of at least $1.00 for a minimum of ten consecutive days, which the company, after several extensions from Nasdaq, achieved in April 2004. If Prosoft had not remedied the $1.00 minimum bid price deficiency and if Nasdaq had delisted Prosoft’s common stock, then the common stock would have been traded on the OTC Bulletin Board or the “pink sheets.” Many institutional and other investors refuse to invest in stocks that are traded at levels below the Nasdaq Markets, which could reduce the trading liquidity in Prosoft common stock or make the company’s effort to raise capital more difficult. OTC Bulletin Board and “pink sheets” stocks are often lightly traded or not traded at all on any given day. Any reduction in trading liquidity or active interest on the part of the investors in Prosoft common stock could have adverse consequences on Prosoft’s stockholders, either because of reduced market prices or the lack of a regular, active trading market for Prosoft’s common stock.

Although Prosoft has now satisfied the required minimum bid price of $1.00 per share, Nasdaq has informed Prosoft that the proposed merger would constitute a “reverse merger” under Nasdaq rules. Although Prosoft has requested a hearing on Nasdaq’s determination, it is possible that Nasdaq will regard the proposed merger with Trinity Learning as a “reverse merger.” In that event, the combined company would be required to meet

42

Table of Contents

Index to Financial Statements

Nasdaq’s initial listing requirements in order to remain listed on the Nasdaq SmallCap Market. Prosoft expects that the combined company will meet all of the criteria for initial inclusion on the Nasdaq SmallCap Market immediately following the merger other than the minimum bid price, including having stockholders’ equity of at least $5,000,000 and at least 300 stockholders. Therefore, Prosoft is seeking approval for the reverse split as part of the merger proposal in order to assure that the combined company meets the requirement for minimum bid price of $4.00 per share .

In addition to the goal of maintaining Prosoft’s listing on the Nasdaq SmallCap Market, Prosoft’s board of directors also believes that a reverse stock split may be beneficial by reducing the substantially higher number of outstanding shares following the merger and by making Prosoft’s common stock more attractive for institutional trading. For instance, the current low per share market price of Prosoft’s common stock may impair the acceptability of the common stock to certain institutional investors and other members of the investing public. The board of directors believes that certain investors view low-priced stock as unattractive or, as a matter of policy, will not extend margin credit on stock trading at low prices. Many brokerage houses are reluctant to recommend lower-priced stock to their clients or to hold it in their own portfolios. Further, a variety of brokerage house policies and practices discourage individual brokers within those firms from dealing in low-priced stock because of the time-consuming procedures that make the handling of low-priced stock unattractive to brokerage houses from an economic standpoint. Also, because the brokerage commissions on low-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, the current share price of the common stock can result in individual stockholders paying transaction costs (commissions, markups, or markdowns) which are a higher percentage of their total share value than would be the case if the share price were substantially higher. This factor is believed to limit the willingness of retail and institutional investors to purchase Prosoft’s common stock at its current relatively low per share market price.

Relationship to Amendment of Articles of Incorporation to Increase Number of Authorized Shares

As part of the merger proposal, the Prosoft stockholders are also being asked to approve an amendment to the Prosoft articles to increase the number of authorized shares of Prosoft common stock from 75,000,000 to 175,000,000 and to change the name of the corporation to Trinity Learning Corporation. If the reverse stock split is effected, the number of authorized shares of Prosoft common stock will be reduced proportionately from 175,000,000 in connection with the reverse stock split.

Certain Effects of the Reverse Stock Split

The following tables illustrate the principal effects of various potential reverse stock splits on Prosoft’s common stock, giving effect to the split as if it occurred on May 28, 2004 and immediately after the assumed completion of the merger on that date.

43

Table of Contents

Index to Financial Statements

Certain Risks Associated with the Reverse Stock Split

Prosoft stockholders should recognize that if the reverse stock split is effectuated they will own a fewer number of shares than they presently own (a number equal to the number of shares owned immediately prior to the filing of the Amendment multiplied by the split ratio before adjustment for fractional shares, as described below). While Prosoft expects that the reverse stock split will result in an increase in the market price of the common stock, there can be no assurance that the reverse stock split will increase the market price of the common stock by a multiple of the split amount or result in any permanent increase in the market price (which is dependent upon many factors, including, but not limited to, Prosoft’s post-merger performance and prospects). As a result, there can be no assurance that Prosoft’s common stock will continue to meet the Nasdaq SmallCap Market listing requirements. Also, should the market price of the common stock decline, the percentage decline may be greater than would pertain in the absence of a reverse stock split. In some cases, the total market capitalization of a company following a reverse stock split is lower, and may be substantially lower, than the total market capitalization before the reverse stock split. Furthermore, the possibility exists that liquidity in the market price of the common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split. In addition, the reverse stock split will increase the number of Prosoft stockholders who own odd-lots (less than 100 shares). Stockholders who hold odd-lots typically will experience an increase in the cost of selling their shares, as well as greater difficulty in effecting such sales. There can be no assurance that the reverse stock split will achieve the desired results that have been outlined above.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the reverse stock split is approved by Prosoft’s stockholders, the company will file the certificate of amendment with the Secretary of State of the State of Nevada immediately after the merger and in such ratio as the Prosoft board of directors has determined is appropriate. Alternatively, the board of directors may elect not to effect the reverse stock split at all.

The reverse stock split will become effective on the date of filing with the Nevada Secretary of State. Beginning on the split effective date, each certificate representing old shares will be deemed for all corporate purposes to evidence ownership of new shares.

As soon as practicable after the split effective date, stockholders will be notified that the reverse stock split has been effected. The reverse stock split will take place on the split effective date without any action on the part of the holders of Prosoft common stock and without regard to current certificates representing shares of common stock being physically surrendered for certificates representing the number of shares of Prosoft common stock each stockholder is entitle to receive as a result of the reverse stock split. New certificates of common stock will not be issued.

Any old shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for new shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS REQUESTED TO DO SO.

44

Table of Contents

Index to Financial Statements

Fractional Shares

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will have the number of new shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares.

Accounting Consequences

The par value per share of Prosoft common stock would remain unchanged at $0.001 per share after the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital on the company’s balance sheet attributable to the common stock will be reduced proportionally, based on the exchange ratio of the reverse stock split, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of our common stock outstanding. Prosoft does not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

No Dissenter’s Rights

Under Nevada law, stockholders are not entitled to dissenters’ rights with respect to the proposed reverse stock split.