ProsoftTraining Announces Results of Annual Meeting; Board Authorizes Share Consolidation Following Vote

Business Wire, Jan 12, 2005

PHOENIX -- ProsoftTraining (Nasdaq:POSO) today announced the voting results from its Annual Meeting on January 7, 2005. Present at the meeting, either in person or by proxy, were shares representing 84.8 percent of total shares outstanding. Three proposals were presented to the shareholders for voting: the election of Class II Directors, the amendment of the Company's Articles to effect a share consolidation, and the changing of the Company's name to Prosoft Learning Corporation.

Results of the voting were as follows. On the first proposal, Jeffrey G. Korn and Charles P. McCusker were elected as Class II directors of the company, with each receiving approximately 98 percent of votes cast. On the second proposal, 97.6 percent of shares voted were cast in favor of approving the amendment to the Company's Articles to effect a share consolidation between one-for-two and one-for-seven. On the third proposal, 99.4 percent of shares voted were cast in favor of changing the name of the Company from ProsoftTraining to Prosoft Learning Corporation.

Immediately after the annual meeting, the Company's Board of Directors authorized a one-for-six share consolidation. The share consolidation will be effective as of the opening of the Nasdaq SmallCap Market on Thursday, January 20. The Company had 26,989,327 shares outstanding as of January 10, 2004, and as a result of the consolidation the number of shares outstanding would be reduced to approximately 4,498,332, subject to any adjustment based on the rounding of fractional shares. The number of authorized shares will be reduced from 75,000,000 to 12,500,000 as a result of the share consolidation. For a period of 20 trading days following the share consolidation, the Company's ticker symbol is expected to change to POSOD. After 20 trading days have elapsed, the Company will return to trading under the ticker symbol POSO. For more information, stockholders are encouraged to review the Company's Definitive Proxy Statement dated November 29, 2004.

As previously announced, the Company was granted a hearing date of January 27, 2005, by a Nasdaq Listing Qualifications Panel. The purpose of this hearing is to review the Company's plan for compliance with Nasdaq Marketplace Rule 4310(c)(4). This Rule establishes a minimum $1.00 closing bid price per share requirement for continued listing, with which the Company is not in compliance. At the hearing, the Company will present that it has effected the share consolidation as the key component of its plan for compliance.

About ProsoftTraining

ProsoftTraining (Nasdaq:POSO) offers content and certifications to enable individuals to develop and validate critical Information and Communications Technology (ICT) workforce skills. Prosoft is a leader in the workforce development arena, working with state and local governments and school districts to provide ICT education solutions for high school and community college students. Prosoft has created and distributes a complete library of classroom and e-learning courses. Prosoft distributes its content through its ComputerPREP division to individuals, schools, colleges, commercial training centers and corporations worldwide. Prosoft owns the CIW job-role certification program for Internet technologies and the CCNT (Certified in Convergent Network Technologies) certification, and manages the CTP (Convergence Technologies Professional) vendor-neutral certification for telecommunications. To learn more, visit www.ProsoftTraining.com, www.ComputerPREP.com, www.CIWcertified.com and www.CTPcertified.com.

Forward-Looking Statements

Except for historical information contained herein, the matters discussed in this press release are statements of a forward-looking nature that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, without limitation, the ability of the Company to have its compliance plan approved by the Nasdaq Listing Qualifications Panel and to maintain its Nasdaq SmallCap listing; and the other risk factors identified in the Company's filings with the Securities and Exchange Commission, including but not limited to, the Company's Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Definitive Proxy Statement. The Company undertakes no obligation to update this forward-looking information.