Edgar Filing: ILINC COMMUNICATIONS INC

As filed with the Securities and Exchange Commission on April 29, 2004.
Registration No. 333-113380

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ILINC COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

76-0545043
(I.R.S. Employer Identification Number)

2999 NORTH 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(602) 952-1200
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

JAMES M. POWERS, JR.
ILINC COMMUNICATIONS, INC.
2999 NORTH 44TH STREET, SUITE 650
PHOENIX, ARIZONA 85018
(602) 952-1200
(Name, address, including Zip Code and telephone number, including area code,
of agent for service)

COPIES OF COMMUNICATION TO:
JAMES S. RYAN, III, ESQ.
JACKSON WALKER L.L.P.
901 MAIN STREET, SUITE 6000
DALLAS, TEXAS 75202
(214) 953-6000

Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box................................ [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ............................. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. .................................................... [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ........................................... [ ]

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

SUBJECT TO COMPLETION, DATED APRIL 28, 2004

iLinc (TM)
COMMUNICATIONS

ILINC COMMUNICATIONS, INC.

23,441,962 SHARES OF COMMON STOCK

This is an offering of shares of common stock of iLinc Communications,
Inc. All of the shares being offered are being sold by the selling stockholders.
We will not receive any proceeds from the sale of shares by the selling
stockholders. However, upon any exercise of the warrants by payment of cash, we
will receive the exercise price of the warrants.

Our common stock is quoted on the American Stock Exchange under the
symbol "ILC." On April 27, 2004, the last reported sales price of our common
stock on the American Stock Exchange was $1.32 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is April ___, 2004.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE PROSPECTIVE INVESTORS WITH DIFFERENT OR
ADDITIONAL INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT
SEEKING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY
OF THIS PROSPECTUS OR ANY SALE OF THESE SECURITIES.

TABLE OF CONTENTS

PROSPECTUS SUMMARY...................................................1

COMPANY INFORMATION..................................................1

THE OFFERING.........................................................2

RISK FACTORS.........................................................2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS....................6

USE OF PROCEEDS......................................................6

SELLING STOCKHOLDERS.................................................7

PLAN OF DISTRIBUTION................................................19

LEGAL MATTERS.......................................................20

EXPERTS.............................................................20

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....................20

WHERE YOU CAN FIND MORE INFORMATION.................................21

Page (i)

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED ELSEWHERE IN
THIS PROSPECTUS. THIS SUMMARY MAY NOT CONTAIN ALL OF THE INFORMATION THAT YOU
SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD CAREFULLY READ
THE ENTIRE PROSPECTUS INCLUDING "RISK FACTORS" BEFORE MAKING AN INVESTMENT
DECISION. UNLESS THE CONTEXT REQUIRES OTHERWISE IN THIS PROSPECTUS, REFERENCES
IN THIS PROSPECTUS TO "ILINC," "WE," "US," "OUR," OR THE "COMPANY" REFER TO
ILINC COMMUNICATIONS, INC.

COMPANY INFORMATION

Headquartered in Phoenix, Arizona, iLinc Communications, Inc. is a
provider of Web conferencing and Web collaboration software and services as well
as other eLearning products and services. We changed our name from EDT Learning,
Inc. to "iLinc Communications, Inc." to reflect not only the breadth of our Web
conferencing products and services but also to reflect the integration of audio
conferencing, video conferencing, and voice-over-IP technologies. The name
change was approved at a special meeting of stockholders on February 5, 2004.

The Company's formation in March of 1998, as a dental practice
management company included the simultaneous rollup of affiliated dental
practices and an initial public offering. The Company's initial goals were to
provide training and practice enhancement services to its affiliated dental
practices remotely located in 31 states. In the summer of 2001, the Company
shifted its business focus away from the dental practice management industry and
toward the e-Learning sector. As of December 31, 2003, all of the dental
practice management contacts had expired and the Company has totally
transitioned out of that legacy dental management industry.

Our common stock is quoted on the American Stock Exchange under the
symbol "ILC." Our principal executive offices are located at 2999 N. 44th
Street, Suite 650, Phoenix, Arizona 85018. Our main telephone number is
602-952-1200.

OUR BUSINESS

WEB CONFERENCING AND AUDIO CONFERENCING

We are a provider of Web conferencing, virtual classroom, Web
collaboration, and other eLearning software and services. We provide Web
collaboration and Web conferencing software that includes one of the most
comprehensive set of features and functionality in the Web conferencing
industry. Our recent name change is reflective of our focus in terms of
research, development, sales and marketing on our award-winning suite of Web
conferencing and Web collaboration software known as the iLinc(TM) Suite.

The iLinc suite includes: LEARNLINC(TM) - permits live instructor-led
training and education over the Internet to remote students; MEETINGLINC(TM) -
facilitates communication among meeting participants through online meetings
using the Internet, audio conferencing, voice-over-IP technology and video
conferencing technology; CONFERENCELINC(TM) - allows presenters to deliver their
message to a large audience in a one-to-many format replicating conferencing
events using the Internet; and SUPPORTLINC(TM) - gives customer service
organizations the ability to provide remote, hands-on support for products,
systems, or software applications to end users. Our iLinc Web collaboration
software suite is available in both an ASP (we host) and license purchase model
(the customer hosts). Since its beginnings in 1994, LearnLinc and MeetingLinc
have been installed and operational in corporate, government, and educational
organizations in the United States and Internationally. LearnLinc(TM), the
flagship of EDT Learning's four-product iLinc suite, won first place at the
Synchronous e-Learning Shootout held at Online Learning's Conference in the fall
of 2002, winning by a vote of training professionals over such other notable
companies as WebEx, PlaceWare, and Centra.

OUR OTHER E-LEARNING PRODUCTS

While we have focused on our iLinc suite of products, we also continue
to provide various e-Learning solutions to corporate, government, and education
clients alike. Those products include our online collaboration and development
software products that include TestLinc(TM), and i-Canvas(TM).

We also offer a library of online courses focused upon the training of
executives on essential business topics. Our off-the-shelf online library of
content includes an online mini-MBA program co-developed with the Tuck School of
Business at Dartmouth College. Customers subscribe for a period of time per
course, with the license providing for access over typically one year from date
the students first access of the course.

Page 1

For the development of custom online content we offer an award winning
content development software, called i-Canvas(TM) which is sold on an individual
user perpetual license basis. We continue to provide to our customers award
winning custom content services through the Interactive Alchemy subcontractor
relationship. Custom content services are bid on a project-by-project basis and
revenue is recognized on the percentage-of-completed contract method.

THE OFFERING

Common stock offered 23,441,962 shares of our common stock are being
offered by this prospectus. All of the shares offered
by this prospectus are being sold by the selling
stockholders.

Use of proceeds We will not receive any proceeds from the sale of
shares of common stock in this offering. However,
upon any exercise for cash of the warrants described
herein, we will receive the exercise price of the
warrants.

The American Stock "ILC"
Exchange symbol

The selling stockholders identified in this prospectus, or their
pledges, donees, transferees or other successors-in-interest, may offer the
shares or interests therein from time to time through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices.

RISK FACTORS

You should carefully consider the risks factors described below before
making an investment decision concerning the Company. If any of the following
risks actually occur, our business, financial condition, results of operations
and market price of our common stock could be materially and adversely affected.

WE HAVE A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO
EVALUATE OUR BUSINESS.

We have a limited operating history in the e-Learning business and
particularly as a provider of Web conferencing and Web collaboration software.
While the organizations that we have acquired have been engaged in the their
respective business for over five years, we only recently acquired those assets
and have undertaken to integrate their assets into our operations at varying
levels. You should not rely on our historical results as an indication of our
future performance. Over the past 18 months we have made significant changes to
our product mix and service mix, our growth strategies, our sales and marketing
plans, and other operational matters, including a significant reduction in our
employee base. As a result, it may be difficult to evaluate an investment in our
company. Given our recent investment in technology, we cannot be certain that
our business model and future operating performance will yield the results that
we intend. In addition, the competitive and rapidly changing nature of the
e-Learning and Web conferencing markets makes it difficult for us to predict
future results. Our business strategy may be unsuccessful and we may be unable
to address the risks we face.

WE FACE RISKS INHERENT IN EARLY-STAGE COMPANIES IN INTERNET-RELATED
BUSINESSES AND MAY BE UNSUCCESSFUL IN ADDRESSING THESE RISKS.

We face risks frequently encountered by early-stage companies in new
and rapidly evolving markets such as e-Learning and Web conferencing. We may
fail to adequately address these risks and, as a consequence, our business may
suffer. To address these risks among others, we must successfully introduce and
attract new customers to our products and services; successfully implement our
sales and marketing strategy to generate sufficient sales and revenues to
achieve or sustain operations; foster existing relationships with our existing
customers to provide for continued or recurring business and cash flow; and,
successfully address and establish new products and technologies as new markets
develop. As an early-stage company, we may not be able to sufficiently access,
address and overcome risks inherent in our business strategy.

Page 2

OUR QUARTERLY OPERATING RESULTS ARE UNCERTAIN AND MAY FLUCTUATE
SIGNIFICANTLY.

Our operating results have varied significantly from quarter to quarter
and are likely to continue to fluctuate as a result of a variety of factors,
many of which we cannot control. Factors that may adversely affect our quarterly
operating results include: the size and timing of product orders; the mix of
revenue from custom services and software products; the market acceptance of our
products and services; our ability to develop and market new products in a
timely manner and the market acceptance of these new products; the timing of
revenues and expenses relating to our product sales; and, the timing of revenue
recognition. Expense levels are based, in part, on expectations as to future
revenue and to a large extent are fixed in the short term. To the extent we are
unable to predict future revenue accurately, we may be unable to adjust spending
in a timely manner to compensate for any unexpected revenue shortfall.

WE HAVE SIGNIFICANT OPERATING LOSSES, HAVE LIMITED FINANCIAL RESOURCES,
AND MAY NOT BECOME PROFITABLE.

We have incurred substantial operating losses and have limited
financial resources at our disposal. We have substantial current and long-term
obligations that we will not be able to satisfy without additional debt and/or
equity capital and ultimately generating profits and cash flows from our
e-Learning and Web conferencing operations. If we are unable to achieve
profitability in the near future, we will face increasing demands for capital
and liquidity. We may not be successful in raising additional debt or equity
capital and may not become profitable in the short term or not at all. As a
result, we may not have sufficient financial resources to satisfy our
obligations as they come due in the short term.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO
CONTINUE AS A GOING CONCERN.

Our consolidated financial statements have been prepared on a basis
which assumes that we will continue as a going concern and which contemplates
the realization of our assets and the satisfaction of our liabilities and
commitments in the normal course of business. We have a significant working
capital deficiency, and have historically suffered substantial recurring losses
and negative cash flows from operations. These matters, among others, and the
limited operating history as an e-Learning and Web collaboration company, caused
our independent accountants to express their substantial doubt as to our ability
to continue as a going concern. Our plans with regard to these matters include
continued development, marketing and licensing of our Web Conferencing and
e-Learning products and services through both internal growth and acquisition.
Although we continue to pursue these plans, there is no assurance that we will
be successful in obtaining sufficient revenues from our products and services to
provide adequate cash flows to sustain operations. Our continuation is dependent
on our ability to raise additional equity or debt capital, to increase its
e-Learning revenues, to generate positive cash flows from operations and to
achieve profitability. The consolidated financial statements do not include any
adjustments related to the recoverability of assets and classification of
liabilities that might result from the outcome of this uncertainty.

LISTING QUALIFICATIONS MAY NOT BE MET.

In September of 2003, the Company was notified by the American Stock
Exchange that the Company may not have been in compliance with certain of the
American Stock Exchange's continued listing standards. Specifically, the
American Stock Exchange questioned whether the Company was then in compliance
with the requirement that a company maintain stockholder's equity of at least $4
million and/or not have losses from continuing operations and/or net losses in
three of its four most recent fiscal years. As of September 30, 2003 and
December 31, 2003, the Company was in compliance with this listing standard
since it had stockholder's equity of at least $4.0 million ($4.1 million as of
December 31, 2003). If in the future, the Company fails to maintain a sufficient
level of stockholder's equity in compliance with those and other listing
standards of the American Stock Exchange then the Company would be required to
submit a plan to the American Stock Exchange describing how it intended to
re-gain compliance with the requirements within the American Stock Exchange's
required time frame, which is generally eighteen months. The Company's ability
to continue to meet the American Stock Exchange's continued listing requirements
cannot be assured and if it could not satisfy the American Stock Exchange that
it complies with the listing requirements then the American Stock Exchange could
de-list the Company's common stock.

DILUTION TO EXISTING STOCKHOLDERS IS LIKELY TO OCCUR UPON ISSUANCE OF
SHARES WE HAVE RESERVED FOR FUTURE ISSUANCE.

On April 23, 2004, 21,311,399 shares of our common stock were issued,
of which 1,432,412 were held in treasury, and 22,718,019 additional shares of
our common stock were reserved for issuance. The issuance of these additional
shares will reduce the percentage ownership of existing stockholders in the
Company.

The following shares were reserved for issuance as of March 31, 2004:

o Issued and outstanding stock options to purchase common shares
totaling approximately 2,265,355;
o Issued and outstanding warrants to purchase common shares
totaling approximately 7,647,664;

Page 3

o Issued and outstanding warrant to purchase $577,500 of
convertible redeemable subordinated notes with detachable
warrants for 577,500 common shares, all of which are
exercisable for or convertible into an aggregate 1,155,000
common shares;
o Issued and outstanding warrant to purchase 15,000 shares of
convertible preferred stock with detachable warrants for
75,500 common shares, all of which are exercisable for or
convertible into an aggregate 575,000 common shares;
o A restricted stock grant to receive shares totaling
approximately 450,000; and
o Shares issuable upon the conversion of convertible redeemable
subordinated notes and preferred stock totaling a potential
aggregate of 10,625,000 common shares.

The existence of these reserved shares coupled with other factors, such
as the relatively small public float, could adversely affect prevailing market
prices for our common stock and our ability to raise capital through an offering
of equity securities.

THE LOSS OF THE SERVICES OF OUR SENIOR EXECUTIVES AND KEY PERSONNEL
WOULD LIKELY CAUSE OUR BUSINESS TO SUFFER.

Our success depends to a significant degree on the performance of our
senior management team. The loss of any of these individuals could harm our
business. We do not maintain key person life insurance for any officers or key
employees other than on the life of James M. Powers, Jr., our Chairman,
President and CEO, with that policy providing a death benefit to the Company of
$1.0 million. Our success also depends on the ability to attract, integrate,
motivate and retain additional highly skilled technical, sales and marketing,
and professional services personnel. To the extent we are unable to attract and
retain a sufficient number of additional skilled personnel, our business will
suffer.

OUR INTELLECTUAL PROPERTY MAY BECOME SUBJECT TO LEGAL CHALLENGES,
UNAUTHORIZED USE OR INFRINGEMENT, ANY OF WHICH COULD DIMINISH THE VALUE
OF OUR PRODUCTS AND SERVICES.

Our success depends in large part on our proprietary technology. If we
fail to successfully enforce our intellectual property rights, the value of
these rights, and consequently the value of our products and services to our
customers, could diminish substantially. It may be possible for third parties to
copy or otherwise obtain and use our intellectual property or trade secrets
without our authorization, and it may also be possible for third parties to
independently develop substantially equivalent intellectual property. Currently,
we do not have patent protection in place related to our products and services.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect trade secrets or to determine the validity and scope of the
proprietary rights of others. From time to time we have received, and may in the
future receive, notice of claims of infringement of other parties' proprietary
rights. Such claims could result in costly litigation and could divert
management and technical resources. These types of claims could also delay
product shipment or require us to develop non-infringing technology or enter
into royalty or licensing agreements, which agreements, if required, may not be
available on reasonable terms, or at all.

A DETERIORATION OF GENERAL ECONOMIC CONDITIONS MAY MATERIALLY AND
ADVERSELY AFFECT OUR BUSINESS.

Our revenues are subject to fluctuation as a result of general economic
conditions. Our customers may reduce their expenditures for education and
training during economic downturns. Therefore, a continued economic downturn
could adversely affect the Company's business.

WE OFFER OUR WEB COLLABORATION PRODUCTS ON AN ASP BASIS SO IF WE DO NOT
INCREASE THE CAPACITY OF OUR INFRASTRUCTURE IN EXCESS OF CUSTOMER
DEMAND, CUSTOMERS MAY EXPERIENCE SERVICE PROBLEMS.

We expect the demand on our ASP business to increase significantly.
Accordingly, we must increase our capacity to keep pace with that growth in
demand. To accommodate increased customer usage requires a significant increase
in the capacity of our infrastructure and may cause us to invest significant
resources or capital. If we fail to increase our capacity in a timely and
efficient manner, customers may experience service problems that could cause us
to lose customers and decrease our revenue.

COMPETITION IN THE WEB CONFERENCING SERVICES MARKET IS INTENSE AND WE
MAY BE UNABLE TO COMPETE SUCCESSFULLY, PARTICULARLY AS A RESULT OF
RECENT ANNOUNCEMENTS FROM LARGE SOFTWARE COMPANIES.

The market for Web conferencing services is relatively new, rapidly
evolving and intensely competitive. Competition in our market will continue to
intensify and may force us to reduce our prices, or cause us to experience
reduced sales and margins, loss of market share and reduced acceptance of our
services. Many of our competitors have larger and more established customer
bases, longer operating histories, greater name recognition, broader service
offerings, more employees and significantly greater financial, technical,

Page 4

marketing, public relations and distribution resources than we do. We expect
that we will face new competition as others enter our market to develop web
conferencing services. These current and future competitors may also offer or
develop products or services that perform better than ours. In addition,
acquisitions or strategic partnerships involving our current and potential
competitors could harm us in a number of ways.

FUTURE REGULATIONS COULD BE ENACTED THAT EITHER DIRECTLY RESTRICT OUR
BUSINESS OR INDIRECTLY IMPACT OUR BUSINESS BY LIMITING THE GROWTH OF
INTERNET-BASED BUSINESS AND SERVICES.

As commercial use of the Internet increases, federal, state and foreign
agencies could enact laws or adopt regulations covering issues such as user
privacy, content and taxation of products and services. If enacted, such laws or
regulations could limit the market for our products and services. Although they
might not apply to our business directly, we expect that laws or rules
regulating personal and consumer information could indirectly affect our
business. It is possible that such legislation or regulation could expose
companies involved in providing Internet-based services to liability, which
could limit the growth of Web use generally and thereby reduce demand for our
products and services. Such legislation or regulation could dampen the growth in
Web usage and decrease its acceptance as a medium of communications and
commerce.

WE DEPEND LARGELY ON ONE-TIME SALES TO GROW REVENUES.

A high percentage of our revenue is attributable to one-time purchases
by our customers rather than long term recurring ASP type contracts. As a
result, our inability to continue to obtain new agreements and sales may result
in lower than expected revenue, and therefore, harm our ability to achieve or
sustain operations or profitability on a consistent basis, which could also
cause our stock price to decline. Further, because we face competition from
larger better-capitalized companies, we could face increased downward pricing
pressure that could cause a decrease in our gross margins.

OUR OPERATING RESULTS MAY SUFFER IF WE FAIL TO DEVELOP AND FOSTER OUR
VALUE ADDED RESELLER OR DISTRIBUTION RELATIONSHIPS.

We have an existing channel and distribution network that provides
growing revenues and contributes to our high margin software sales. These
distribution partners are not obligated to distribute our services at any
particular minimum level. As a result, we cannot accurately predict the amount
of revenue we will derive from our distribution partners in the future. The
inability of our distribution partners to sell our products to their customers
and increase their distribution of our products could result in significant
reductions in our revenue, and therefore, harm our ability to achieve or sustain
profitability on a consistent basis.

SALES IN FOREIGN JURISDICTIONS BY US AND OUR INTERNATIONAL DISTRIBUTOR
NETWORK MAY CAUSE COSTS THAT ARE NOT ANTICIPATED.

We continue to expand internationally through our value added reseller
network and OEM partners. We have limited experience in international operations
and may not be able to compete effectively in international markets. We face
certain risks inherent in conducting business internationally, such as:

o our inability to establish and maintain effective distribution
channels and partners;
o the varying technology standards from country to country;
o our inability to effectively protect our intellectual property
rights or the code to our software;
o our inexperience with inconsistent regulations and unexpected
changes in regulatory requirements in foreign jurisdictions;
o language and cultural differences;
o fluctuations in currency exchange rates;
o our inability to effectively collect accounts receivable; or
o our inability to manage sales and other taxes imposed by
foreign jurisdictions.

THE GROWTH OF OUR BUSINESS SUBSTANTIALLY DEPENDS ON OUR ABILITY TO
SUCCESSFULLY DEVELOP AND INTRODUCE NEW SERVICES AND FEATURES IN A
TIMELY MANNER.

We acquired our Web collaboration, Web conferencing and virtual
classroom software in November of 2002. With our focus upon that product suite
our growth depends on our ability to continue to develop new features, products
and services around the iLinc suite and line of products. We may not
successfully identify, develop and market new products and features in a timely
and cost-effective manner. If we fail to develop and maintain market acceptance
of our existing and new products to offset our continuing development costs,
then our net losses will increase and we may not be able to achieve or sustain
profitability on a consistent basis.

Page 5

IF WE FAIL TO OFFER COMPETITIVE PRICING, WE MAY NOT BE ABLE TO ATTRACT
AND RETAIN CUSTOMERS.

Because the Web conferencing market is relatively new and still
evolving, the prices for these services are subject to rapid and frequent
changes. In many cases, businesses provide their services at significantly
reduced rates, for free or on a trial basis in order to win customers. Due to
competitive factors and the rapidly changing marketplace, we may be required to
significantly reduce our pricing structure, which would negatively affect our
revenue, margins and our ability to achieve or sustain profitability on a
consistent basis. We have an existing channel and distribution network that
provides growing revenues and contributes to our high margin software sales.
These distribution partners are not obligated to distribute our services at any
particular minimum level. As a result, we cannot accurately predict the amount
of revenue we will derive from our distribution partners in the future. Our
inability of our distribution partners to sell our products to their customers
and increase their distribution of our products could result in significant
reductions in our revenue, and therefore, harm our ability to achieve or sustain
profitability on a consistent basis.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this prospectus constitute "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended and the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements involve risk
and uncertainties that could cause actual results to differ materially from any
future results described within the forward-looking statements. Factors that
could contribute to such differences include, the rate of acceptance of our
products and services by customers, and changes in the e-Learning and Web
conferencing and collaboration market in general, use of the Internet, the
acceptance of new products, our need for working capital, the result of pending
litigation, the competition we face from larger and more well capitalized
competitors and other matters more fully disclosed in this prospectus, the
Company's annual report on Form 10-K and other reports filed with the Securities
and Exchange Commission. The forward-looking information provided herein
represents the Company's estimates as of the date of this prospectus, and
subsequent events and developments may cause the Company's estimates to change.
The Company specifically disclaims any obligation to update the forward-looking
information in the future. Therefore, this forward-looking information should
not be relied upon as representing the Company's estimates of its future
financial performance as of any date subsequent to the date of this prospectus.

USE OF PROCEEDS

All of the common stock offered under this prospectus is being sold by
the selling stockholders. We will not receive any of the proceeds from the sale
of the common stock.

Certain of the shares covered by this prospectus are, prior to their
resale pursuant to this prospectus, issuable upon exercise of warrants. Upon any
exercise of warrants by payment of cash, we will receive the exercise price of
those exercised warrants. Currently we have outstanding warrants covered by this
prospectus that were issued:

o to certain organizations who were vendors or consultants;

o to investors in our private placement in March of 2002 of our
convertible subordinated notes; and

o to investors in our private placement in June of 2003 of our
convertible preferred stock.

We have therefore outstanding warrants covered by this prospectus that
would provide cash in the amount of $19,093,909 to us if all of the warrants
were exercised at the various prices as reflected in the following table:

----------------------------- ------------------------- -----------------------------
NUMBER OF SHARES OF COMMON EXERCISE PRICE PER PROCEEDS PROVIDED TO
STOCK UNDERLYING WARRANTS1 SHARE(1) COMPANY UPON EXERCISE (1)
----------------------------- ------------------------- -----------------------------

250,000 $0.40 $100,000
----------------------------- ------------------------- -----------------------------
543,182 $0.42 $228,136
----------------------------- ------------------------- -----------------------------
132,972 $0.44 $58,508
----------------------------- ------------------------- -----------------------------
921,510 $1.50 $1,382,265
----------------------------- ------------------------- -----------------------------
5,775,000 $3.00 $17,325,000
----------------------------- ------------------------- -----------------------------
TOTAL: $19,093,909
----------------------------- ------------------------- -----------------------------

Page 6

To the extent we receive cash upon any exercise of the warrants, we
expect to use that cash for general corporate purposes.

SELLING STOCKHOLDERS

The shares of common stock being sold by the selling stockholders
consist of:

o 1,572,222 shares of our common stock issued upon conversion in
September 2003 of $1,698,000 in principal amount of Series A
subordinated notes which were issued as part of the
consideration due certain affiliated dental practices in
November of 1998.

o 253,219 shares of our common stock issued as part of the
formation of the company in March 1998 (161,205) and as part
of a dental practice acquisition in November 1998 (92,014).

o 337,739 shares of our common stock issued under the terms of a
merger transaction in November of 1998 involving Liberty
Dental Alliance, Inc.

o 176,941 shares of our common stock originally issued under the
terms of an acquisition agreement relating to our acquisition
of certain assets of Dexpo, Inc. in October of 2000.

o 847,664 shares of common stock issuable upon exercise of
warrants issued to our former bank lender during the period
from June 2000 through March 2001.

o 1,816,222 shares of our common stock originally issued in
October, 2001 under the terms of a merger agreement between
the Company, its acquisition subsidiary, Learning Edge, Inc.
and the stockholders of Learning Edge, Inc. (11 individuals).
Under the terms of this merger agreement, Learning Edge, Inc.
merged with the Company's acquisition subsidiary, and the
holders of Learning Edge, Inc. common stock received an
aggregate of 1,950,000 shares of Common Stock and subordinated
notes.

o 40,336 shares of our common stock originally issued in January
2002 under the terms of a merger agreement between the
Company, its acquisition subsidiary, ThoughtWare Technologies,
Inc. ("ThoughtWare") and a preferred stockholder of
ThoughtWare. Under the terms of this merger agreement,
ThoughtWare merged with the Company's acquisition subsidiary
and a holder of ThoughtWare's preferred stock and two
ThoughtWare executives received an aggregate of 1,185,000
shares of Common Stock.

o 5,625,000 shares of our common stock issuable upon conversion
of convertible notes issued in a private placement offering in
March of 2002. These notes have the following terms:

The notes bear interest at a rate of 12% per annum.
Interest on the notes is paid on a quarterly basis on
the first day of each calendar quarter. The principal
of the notes is due at maturity, subject to earlier
redemption, on March 31, 2012.

The notes are convertible into Common Stock, unless
previously redeemed, at a conversion price equal to
$1.00 per share. The conversion price of the note in
effect at any time is subject to adjustment generally
for (i) dividends or other distributions on any class
of capital stock of the Company paid in shares of
Common Stock; (ii) issuance of rights or warrants to
all holders of Common Stock entitling them to
subscribe for or purchase Common Stock at a price per
share less than the Fair Value (as defined in the
note generally with reference to market value) per
share of the Common Stock; (iii) the subdivision of
the Common Stock into a greater number of shares, or
the combination of the Common Stock into lesser
number of shares; (iv) the distribution to all
holders of shares of Common Stock of evidences of
indebtedness or assets (including securities, but
excluding any dividend or distribution paid in cash
out of the earned surplus of the Company); and (v)
capital reorganizations and reclassifications.

The notes are subordinated to most present and future
debt obligations of the Company and its subsidiaries.
The terms of the notes do not limit the incurrence of
additional indebtedness or other liabilities by the
Company and its subsidiaries.

Page 7

The notes are redeemable by the Company at 100% of
the principal value thereof plus accrued interest on
thirty (30) days prior notice if at any time the
closing price of the Company's Common Stock has
equaled or exceeded a price equal to three (3) times
the conversion price of the notes for twenty (20)
consecutive trading days.

o 5,775,000 shares of our common stock issuable upon exercise of
warrants issued in a private placement offering in March 2002.
These warrants have the following terms:

The warrants are exercisable for shares of Common
Stock at an exercise price equal to $3.00 per share,
subject to adjustment for certain events, and expire
in March, 2005. The exercise price of the warrants is
subject to adjustment generally in the event of (i)
the subdivision of the Common Stock into a greater
number of shares, or the combination of the Common
Stock into a lesser number of shares; (ii)
distributions to all or substantially all holders of
Common Stock of evidences of indebtedness, any other
securities of the Company or any property or assets
other than cash; and (iii) issuances of other
securities of the Company by reclassification of
Common Stock.

The warrants are redeemable at the option of the
Company at a price of $0.01 per warrant on thirty
(30) days prior notice if at any time the closing
price of the Company's Common Stock has exceeded
$5.50 per share for twenty (20) consecutive trading
days. A call for redemption does not limit the right
of the holder to exercise the warrant prior to the
date of redemption.

o 2,000,000 shares of our common stock issued to three entities
pursuant to a Common Stock Purchase Agreement. These entities
were stockholders of Quisic Corporation (the "Quisic Holders")
and, pursuant to the Stock Purchase Agreement, paid cash and
provided indemnities related to the Company's purchase of
assets of Quisic Corporation as well as released their lien on
the assets purchased.

o 333,333 shares of our common stock issued in December 2003 to
the Quisic Holders, for consideration of $300,000.

o 3,700,000 shares of our common stock issuable upon conversion
of convertible preferred stock issued in a private placement
in September of 2003. The convertible preferred stock has the
following terms:

The convertible preferred stock, with respect to
dividend rights and rights on liquidation, ranks
senior to the Common Stock and to all other equity
securities issued by the Company. For this purpose,
the term "equity securities" does not include debt
securities convertible into or exchangeable for
equity securities or other debt instruments
outstanding.

The holders of convertible preferred stock are
entitled to receive cash dividends, out of funds that
are legally available therefor, at an annual rate
equal to 8% of the original purchase price per share
of convertible preferred stock ($10.00). Such
dividends are payable quarterly. All dividends on the
convertible preferred stock are cumulative.

In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the
Company, the holders of the convertible preferred
stock will be entitled to receive in cash out of
assets of the Company available for distribution to
stockholders, before any distribution of assets is
made to holders of Common Stock or any other class of
stock ranking junior to the convertible preferred
stock upon liquidation, liquidating distributions in
the amount of the liquidation preference (i.e., the
original purchase price per share plus accrued and
unpaid dividends).

After payment of the full amount of the liquidating
distributions to which they are entitled, our
remaining assets available for distribution shall be
distributed pro rata among the holders of the Common
Stock and convertible preferred stock based on the
number of shares of Common Stock into which the
shares of convertible preferred stock would then
convert.

Any shares of convertible preferred stock may, at the
holder's option, be converted at any time at a
conversion price of $0.50 per share, subject to
adjustment of value. The deemed $10.00 per share
issue price and initial conversion price result in an
initial conversion rate of 20 shares of Common Stock
for each share of convertible preferred stock held.
The Company may require conversion of the convertible
preferred stock if at any time that the 10-trading
day average closing price of the Common Stock exceeds
$1.50 per share.

Page 8

If on September 16, 2004, first anniversary of the
issuance of the convertible preferred stock (the
"Adjustment Date"), the average closing price of the
Common Stock in the preceding 20 trading days
immediately preceding September 16, 2003 is less than
$0.50 per share, the conversion price will be
adjusted downward so that it is thereafter fixed at
the greater of the 20-trading day average closing
price ending with the Adjustment Date or $0.30 per
share. The conversion price also is subject to
adjustment for:

- dividends or other distributions on any
class of capital stock of the Company paid
in shares of Common Stock;

- the subdivision of the Common Stock into a
greater number of shares, or the combination
of the Common Stock into a lesser number of
shares; and

- capital reorganizations and
reclassifications.

Upon conversion, a holder of convertible preferred
stock will be entitled to receive a payment of all
accrued but unpaid dividends.

Holders of convertible preferred stock generally do
not have the right to vote on matters brought before
the stockholders of the Company.

o 250,000 shares of our common stock issuable upon the exercise
of warrants issued to an advisor of the Company in November of
2003. These warrants have the following terms:

The warrants are exercisable for shares of Common
Stock at an exercise price of $0.40 per share,
subject to adjustment in certain events, and expire
in November 2006. The exercise price of the warrants
is subject to adjustment generally in the event of
(i) the subdivision of the Common Stock into a
greater number of shares, or the combination of the
Common Stock into a lesser number of shares; (ii)
distributions to all or substantially all holders of
Common Stock of evidences of indebtedness, any other
securities of the Company or any property or assets
other than cash; and (iii) issuances of other
securities of the Company by reclassification of
Common Stock.

The warrants are redeemable at the option of the
Company at a price of $0.01 per warrant on thirty
(30) days prior notice if at any time the closing
price of the Company's Common Stock has exceeded
$4.00 per share for twenty (20) consecutive trading
days. A call for redemption does not limit the right
of the holder to exercise the warrant prior to the
date of redemption.

o 714,286 shares of common stock issuable upon conversion of
convertible notes issued in a private placement in February of
2004. These notes have the following terms:

The notes bear interest at 8% per annum until
February 2005 and thereafter bear interest at the
rate of 12% per annum, provided that if a
registration statement registering the resale of the
shares of Common Stock underlying the notes is not
declared effective by the Securities and Exchange
Commission by July 31, 2004, interest retroactively
is adjusted to 15% per annum (the "Adjusted Rate").
Interest is payable quarterly unless the Adjusted
Rate is in effect, in which case interest is payable
monthly. The principal of the notes is due at
maturity, in February 2006.

The notes are convertible into Common Stock at a
conversion price equal to $0.70 per share. The
conversion price of the notes in effect at any time
is subject to adjustment generally in the event of
(i) the subdivision of the Common Stock into a
greater number of shares, or the combination of the
Common Stock into a lesser number of shares, (ii)
corporate reclassifications or reorganizations and
(iii) issuance by the Company of Common Stock at a
price less than the conversion price then in effect
or securities exercisable for or convertible into
Common Stock at an exercise or conversion price less
than the conversion price then in effect, in which
event the conversion price will be adjusted to the
price at which the Common Stock was issued or the
exercise price or conversion price of the other
securities issued, as the case may be.

The notes are subordinated to certain present and
future debt obligations of the Company and its
subsidiaries. The terms of the notes do not limit the
incurrence of additional indebtedness or other
liabilities by the Company and its subsidiaries.

Page 9

SELLING STOCKHOLDER TABLE - BENEFICIAL OWNERSHIP AND SHARES OFFERED FOR
SALE

As of April 23, 2004, we had 21,311,399 shares of our common stock
issued and 19,878,987 shares of our common stock outstanding. Assuming the full
conversion of the preferred stock and convertible notes referenced herein into
shares of our common stock and the complete exercise of the warrants referenced
herein, we would have 39,803,349 shares of common stock outstanding. The
following table sets forth the name and relationship with us, if any, of certain
of the selling stockholders and (1) the number of shares of common stock
beneficially owned by the selling stockholders as of March 1, 2004, (2) the
maximum number of shares of common stock which may be offered for the account of
the selling stockholders under this prospectus and (3) the amount and percentage
of common stock that would be owned by the selling stockholders after completion
of the offering, assuming a sale of all of the common stock which may be offered
hereunder. The information set forth below is based upon written documentation
submitted to us by the selling stockholders. Except as otherwise noted below,
the selling stockholders have not, within the past three years, had any
position, office or other material relationship with us.

PERCENTAGE
BENEFICIALLY
SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED OWNED AFTER
SHAREHOLDER NAME OWNED BEFORE OFFERING (1) SHARES OFFERED AFTER OFFERING OFFERING (2)
---------------- ------------------------- -------------- -------------- ------------

Ethan Abrams 27,329 15,000 12,329 *

Stephen D. Adams 7,045 6,329 716 *

Grant M. Anderson and Terry L.
Anderson, JTWROS 64,100 62,500 1,600 *

Melva Ayers 7,500 7,500 0 *

Stewart Bader 125,000 125,000 0 *

Sherrill M. Baird 125,000 125,000 0 *

Brent R. Baker 155,000 125,000 30,000 *

Rebecca Barton 5,638 5,065 573 *

Jack A. Belz 100,000 100,000 0 *

Florence Berens Trust DTD.
04131998 (3) 62,500 62,500 0 *

Leeds Equity Partners, III,
L.P. (4) 1,166,666 1,166,666 0 *

James F. Bishop 3,097 2,782 315 *

Delaware Charter Guarantee &
Trust Co. TTEE FBO Isaac
Blake, IRA LTJ - 890684 (5) 65,000 62,500 2,500 *

Barry W. Blank Trust (6) 2,000,000 2,000,000 0 *

Violet M. Blank Trust (7) 130,000 100,000 30,000 *

Kathleen J. Blank 120,000 100,000 20,000 *

Richard C. Boothby 15,084 15,084 0 *

Stuart & Sheri Burnett 5,000 5,000 0 *

Harold B. Carter 5,025 5,025 0 *

Page 10

Michael L. Christianson 100,000 100,000 0 *

PBC 1996 Trust (8) 187,500 187,500 0 *

Renaissance Capital Group,
Inc., The Frost National Bank
FBO, Renaissance Capital
Growth & Income Fund, II, Inc.
Trust No. W00740000 (9) 1,048,266 1,000,000 48,266 *

Renaissance Capital Group,
Inc., HSBC Global Custody
Nominee (U.K.) Limited
Designation No. 856414 (10) 2,174,999 1,875,000 299,999 *

Renaissance Capital Group,
Inc., The Frost National Bank
FBO, Renaissance US Growth &
Income Trust PLC, Trust No.
W00740100 (11) 1,725,001 1,625,000 100,001 *

Joseph M. Cohen 20,105 20,105 0 *

Kristen Colla-Gantz 5,000 5,000 0 *

Kelsey A. Collins UGMA CA

(12) 105,000 50,000 55,000 *

James H. S. Cooper 14,077 12,645 1,432 *

Ralph G. Cranmer 463,700 450,000 13,700 *

Christopher Daly 9,452 5,000 4,452 *

Daniel J. Dubrovich (13) 200,000 200,000 0 *

James L. Dunn, Jr. (14) 177,568 45,026 132,542 *

John M. Easterday 50,000 50,000 0 *

Mountainview Canadian
Opportunistic Growth Fund, LP
(15) 142,857 142,857 0 *

Fred C. Edwards 6,329 6,329 0 *

Harvey S. Eisen 11,264 10,118 1,146 *

Steven J. Eisen 14,077 12,645 1,432 *

The Alpine Group, Inc. (16) 800,000 800,000 0 *

MicroCapital Fund, LP (17) 800,000 800,000 0 *

MicroCapital Fund, LTD (18) 700,000 700,000 0 *

Michael C. Fair 509,259 509,259 0 *

Carl M. Farmis 62,500 62,500 0 *

Page 11

Richard M. Fels and Carla Fels
JTWROS (19) 12,500 12,500 0 *

Barry A. Friedman 50,000 50,000 0 *

Michael A. Giaquinto (20) 15,082 15,082 0 *

Steve Golba 31,587 25,566 6,021 *

Charles A. Goldberg 50,000 50,000 0 *

Investor Growth Capital
Limited (21) 816,667 816,667 0 *

Investor Group, L.P. (22) 350,000 350,000 0 *

Joseph M. Greenberg 5,025 5,025 0 *

Edgar E. & Kay S.Greve 100,000 100,000 0 *

Delaware Charter Guarantee &
Trust Co. TTEE FBO Joseph J.
Grillo, IRA LTJ - 890714 (23) 62,500 62,500 0 *

William C. Grunow 150,000 100,000 50,000 *

Tom Hansen (24) 2,546 2,546 0 *

Robert L. Harner, III 93,309 82,455 10,854 *

Robert C. Hauser, Jr. 10,055 10,055 0 *

Lyle Hoyt 5,023 4,023 1,000 *

Edgar J.Huffman 109,400 50,000 59,400 *

Stuart & Sheri Isler 5,025 5,025 0 *

Morris L. & Garlyn Jacoby 100,000 100,000 0 *

John Rowland Jordan and Billie
Sager Jordan 235,000 200,000 35,000 *

Katherine Judson 11,021 5,000 6,021 *

William A. Kelly, Jr. 27,838 27,265 573 *

William A. Kelly, Sr. 14,077 12,645 1,432 *

Larry G. & Judy Kirk 125,000 125,000 0 *

Ronald O. & Barbara Krisell 187,500 187,500 0 *

Ponski-Wil, LLC (25) 15,070 15,070 0 *

David A.Little 124,807 50,000 74,807 *

William H. Lomicka 40,211 40,211 0 *

Carol Lomicka 10,061 10,061 0 *

Page 12

Delaware Charter C/F James A.
May IRA, LTJ - 890552 (26) 90,000 50,000 40,000 *

John E. McConnaughy 900,000 900,000 0 *

Barry P. McIntosh, Jr. 33,805 30,367 3,438 *

Delaware Charter as Trustee
FBO Richard Michaelson AC #
LTJ 890528 (27) 100,000 100,000 0 *

Kenneth W.Moore 120,000 100,000 20,000 *

F. Andrew Moran (28) 14,077 12,645 1,432 *

J. Walter Newman IV 2,012 2,012 0 *

Agger Fund, LP (29) 20,000 20,000 0 *

Agger Institutional Fund, LP
(30) 122,857 122,857 0 *

Donald C. Pierson, III 190,583 173,791 16,792 *

Donald & Patricia Pierson, Jr. 60,407 60,407 0 *

Tracy Platt 10,546 5,000 5,546 *

Davis S. Porch 7,045 6,329 716 *

James M. Powers, Sr. 474,785 474,785 0 *

Delaware Charter Guarantee &
Trust Co. TTEE FBO Laura G.
Powers, IRA LTJ - 890536 (31) 50,150 50,000 150 *

James M. Powers, Jr. (32) 859,536 368,463 491,073 1.2%

R. Reichler and Associates
Pension Plan and Trust (33) 62,500 62,500 0 *

Daniel T. Robinson, Jr. (34) 55,386 4,215 51,171 *

PelDawn, LLC (35) 50,000 50,000 0 *

James L. Rothenberg 100,000 100,000 0 *

Camille S. Rubinstein 25,000 25,000 0 *

Joseph L. Sanders (36) 62,500 62,500 0 *

Gary Sasser 13,122 12,645 477 *

Delaware Charter Guarantee &
Trust Co. TTEE FBO Nolan
Schabacker, IRA LTJ - 890676
(37) 75,000 62,500 12,500 *

Stanley L. Schloz as Trustee
of the Schloz Family 1998
Trust (38) 35,714 35,714 0 *

Page 13

C. Thomas Selby (39) 14,077 12,645 1,432 *

Robert Settembre 75,000 50,000 25,000 *

Delaware Charter Guarantee &
Trust Co. TTEE FBO Tracey
Shaw, IRA LTJ - 890641 (40) 65,000 62,500 2,500 *

Clarex Limited (41) 300,000 300,000 0 *

Everett A. Sheslow 62,500 62,500 0 *

George M. Siegel (42) 166,680 116,180 50,500 *

Anthony Silverman, as Trustee
of the Anthony Silverman
Trust, dated January 5, 2004
(43) 192,857 192,857 0 *

Katsinam Partners, LP (44) 200,000 200,000 0 *

William H. Snyder 14,077 12,645 1,432 *

Patrick J. Stoner 22,653 22,653 0 *

Danny T. Stowe 662,744 644,444 18,300 *

Frances Swan 227 227 0 *

Michael Tabor 14,077 12,645 1,432 *

Bruce Tomason 20,106 20,106 0 *

Robert J. Tomasulo and
Josephine T. Tomasulo,
J.T.W.R.O.S. (45) 100,000 100,000 0 *

Lee A. Tyo 7,953 7,953 0 *

Christopher Varley 5,000 5,000 0 *

Salvatore J. Vitiello 5,029 5,029 0 *

Robert W. Wahl 97,500 62,500 35,000 *

Ginger Lee Walton 566 566 0 *

Bank One, Arizona, NA (46) 847,664 847,664 0 *

M.H. Capital Partners, L.P.
(47) 75,000 75,000 0 *

Turner P. Williams 5,638 5,065 573 *

Loren R. Williams 5,028 5,028 0 *

Jimmie D. Williams 100,000 100,000 0 *

Portsmouth Square, Inc. (48) 200,000 200,000 0 *

John V. Winfield 318,000 200,000 118,000 *

Page 14

The InterGroup Corporation (50) 200,000 200,000 0 *

Ronald Zuckerman 13,591 13,591 0 *

Philip I. Zuckerman 227 227 0 *

Preston A. Zuckerman (51) 1,957,342 1,501,286 581,056 1.4%

Jackson Capital Partners (52) 37,790 37,790 0 *

==================================================================================================================================
TOTALS: 25,796,593 23,441,962 2,354,631
==================================================================================================================================

*Denotes less than 1% of the outstanding shares of common stock.

1. Each person named above has the sole investment and voting power with respect
to all shares of common stock shown as beneficially owned by the person, except
as otherwise indicated below. Under applicable SEC rules, a person is deemed the
"beneficial owner" of a security with regard to which the person directly or
indirectly, has or shares (a) the voting power, which includes the power to vote
or direct the voting of the security, or (b) the investment power, which
includes the power to dispose, or direct the disposition, of the security, in
each case irrespective of the person's economic interest in the security. Under
these SEC rules, a person is deemed to beneficially own securities which the
person has the right to acquire within 60 days through the exercise of any
option or warrant or through the conversion of another security.

2. In determining the percent of voting stock owned by a person after this
offering (a) the numerator is the number of shares of common stock beneficially
owned by the person, including shares the beneficial ownership of which may be
acquired within 60 days upon the exercise of options or warrants or conversion
of convertible securities, and (b) the denominator is the total of (i) the
39,803,349 shares of common stock that would be outstanding after the offering
assuming the full conversion of the preferred stock and convertible notes
referenced herein into shares of our common stock and the complete exercise of
the warrants referenced herein and (ii) any shares of common stock which the
person has the right to acquire within 60 days upon the exercise of options or
warrants or conversion of convertible securities. Neither the numerator nor the
denominator includes shares which may be issued upon the exercise of any other
options or warrants or the conversion of any other convertible securities.

3. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50 per share held by the Florence Berens Trust
DTD 04131998. Florence Berens is the trustee that exercises the sole voting
and/or dispositive powers with regard to our common stock owned by the trust.

4. Includes 1,000,000 shares of our common stock issued pursuant to a Common
Stock Purchase Agreement. This entity was a stockholder of Quisic Corporation
(the "Quisic Holders") and, pursuant to the Stock Purchase Agreement, paid cash
and provided indemnities related to the Company's purchase of assets of Quisic
Corporation as well as released their lien on the assets purchased and 166,666
shares of our common stock issued in December 2003 to the Quisic Holders, for
consideration of $150,000. Mr. Robert Bernstein is the principal of Leeds Equity
Partner, III, LP and general partner of Leeds Equity Associates, L.P. and
exercises the sole voting and/or dispositive powers with regard to our common
stock owned by the this entity.

5. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50 per share held by the Delaware Charter
Guarantee Trust Co. TTEE FBO Isaac Blake, IRA LTJ 890684. Mr. Isaac Blake
exercises the sole voting and/or dispositive powers with regard to our common
stock owned by the trust.

Page 15

6. Includes 1,000,000 shares of our common stock issuable upon conversion of
convertible notes and 1,000,000 shares of our common stock issuable upon
exercise of warrants issued in a private placement offering in March 2002. Mr.
Barry Blank exercises the sole voting and/or dispositive powers with regard to
our common stock owned by the trust. Mr. Blank is a registered broker-dealer and
an employee of Murphy Durieu and acquired the securities in the normal course of
business and at the time of acquisition had no plans or proposals directly or
with any person to distribute the securities or underlying shares.

7. Includes 50,000 shares of our common stock issuable upon conversion of
convertible notes and 50,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Ms. Violet
Blank exercises the sole voting and/or dispositive powers with regard to our
common stock owned by the trust.

8. Includes 7,500 shares of Series A preferred stock which may be converted to
150,000 shares of common stock and a warrant to purchase 37,500 shares of common
stock at an exercise price of $1.50 per share held by the PBC 1996 Trust. Mr.
Paul Claeyssens exercises the sole voting and/or dispositive powers with regard
to our common stock owned by the trust.

9. Includes 500,000 shares of our common stock issuable upon conversion of
convertible notes and 500,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Russell
Cleveland is a Director of and exercises the sole voting and/or dispositive
powers with regard to our common stock owned by the this entity.

10. Includes 937,500 shares of our common stock issuable upon conversion of
convertible notes and 937,500 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Russell
Cleveland is a Director of and exercises the sole voting and/or dispositive
powers with regard to our common stock owned by the this entity.

11. Includes 812,500 shares of our common stock issuable upon conversion of
convertible notes and 812,500 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Russell
Cleveland is a Director of and exercises the sole voting and/or dispositive
powers with regard to our common stock owned by the this entity.

12. Includes 25,000 shares of our common stock issuable upon conversion of
convertible notes and 25,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. James H.
Collins has the sole voting and/or dispositive powers with regard to our common
stock owned by his minor child, Kelsey Collins. Mr. Collins is a member of the
Company's Board of Directors.

13. Includes 100,000 shares of our common stock issuable upon conversion of
convertible notes and 100,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Dubrovich
is a registered broker- dealer and an employee of Murphy Durieu and acquired the
shares in the normal course of business and at the time of acquisition had no
plans or proposals directly or with any person to distribute the warrants or
underlying shares.

14. Includes 45,026 shares of our common stock issued as part of the formation
of the Company. James L. Dunn, Jr. serves as the Company's Senior Vice
President, General Counsel of the Company and Interim Chief Financial Officer.

15. Includes 142,857 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004. Mr. Andrew
Ecclestone is President and Portfolio Manager and exercises the sole voting
and/or dispositive powers with regard to our common stock owned by the this
entity.

16. Includes 400,000 shares of our common stock issuable upon conversion of
convertible notes and 400,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Steven S.
Elbaum is President and CEO and exercises the sole voting and/or dispositive
powers with regard to our common stock owned by the this entity.

17. Includes 400,000 shares of our common stock issuable upon conversion of
convertible notes and 400,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Ian P.
Ellis is President and exercises the sole voting and/or dispositive powers with
regard to our common stock owned by the this entity.

18. Includes 350,000 shares of our common stock issuable upon conversion of
convertible notes and 350,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. Ian P.
Ellis is President and exercises the sole voting and/or dispositive powers with
regard to our common stock owned by the this entity.

19. Includes a warrant to purchase 12,500 shares of common stock at an exercise
price of $1.50 per share. Mr. Richard Fels is a registered broker-dealer and an
employee of Traditional Asiel Securities, Inc. and acquired the shares in the
normal course of business and at the time of acquisition had no plans or
proposals directly or with any person to distribute the warrant or underlying
shares.

Page 16

20. Includes 15,082 shares of our common stock originally issued under the terms
of an acquisition agreement relating to our acquisition of certain assets of
Dexpo, Inc. in October of 2000. Mr. Michael Giaquinto is a registered
broker-dealer and an employee of Citigroup and acquired the shares in the normal
course of business and at the time of acquisition had no plans or proposals
directly or with any person to distribute the shares.

21. Includes 300,000 shares of our common stock issued pursuant to a Common
Stock Purchase Agreement. This entity was a stockholder of Quisic Corporation
(the "Quisic Holders") and, pursuant to the Stock Purchase Agreement, paid cash
and provided indemnities related to the Company's purchase of assets of Quisic
Corporation as well as released their lien on the assets purchased and 50,000
shares of our common stock issued in December 2003 to the Quisic Holders, for
consideration of $45,000. David Charles Jeffreys, Wayne Tallowin, Jeffrey
Francis Wilkes-Green, David Ian Knight, Marc Hollander, Robert De Heus, and
Anders Berg are directors and share the voting and/or dispositive powers with
regard to our common stock owned by the this entity.

22. Includes 700,000 shares of our common stock issued pursuant to a Common
Stock Purchase Agreement. This entity was a stockholder of Quisic Corporation
(the "Quisic Holders") and, pursuant to the Stock Purchase Agreement, paid cash
and provided indemnities related to the Company's purchase of assets of Quisic
Corporation as well as released their lien on the assets purchased and 116,667
shares of our common stock issued in December 2003 to the Quisic Holders, for
consideration of $105,000. David Charles Jeffreys, Wayne Tallowin, Jeffrey
Francis Wilkes-Green, David Ian Knight, Marc Hollander, Robert De Heus, and
Anders Berg are directors and share the voting and/or dispositive powers with
regard to our common stock owned by the this entity.

23. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50 per share held by the Delaware Charter
Guarantee Trust Co. TTEE FBO Joseph J. Grillo, IRA LTJ 890714. Mr. Joseph J.
Grillo exercises the sole voting and/or dispositive powers with regard to our
common stock owned by the trust.

24. Includes 2,546 shares of our common stock originally issued in January 2002
under the terms of a merger agreement between the Company, its acquisition
subsidiary, ThoughtWare Technologies, Inc. ("ThoughtWare") and a preferred
stockholder of ThoughtWare. Mr. Tom Hansen is a registered broker-dealer and an
employee of J.M.S., Inc. and acquired the shares in the normal course of
business and at the time of acquisition had no plans or proposals directly or
with any person to distribute the shares.

25. Includes 15,070 shares of our common stock originally issued under the terms
of an acquisition agreement relating to our acquisition of certain assets of
Dexpo, Inc. in October of 2000. Mr. Doron Levitas exercises the sole voting
and/or dispositive powers with regard to our common stock owned by this entity.

26. Includes 25,000 shares of our common stock issuable upon conversion of
convertible notes and 25,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002 held by the
Delaware Charter Guarantee Trust Co. C/F James A. May IRA, LTJ 890552. Mr. May
exercises the sole voting and/or dispositive powers with regard to our common
stock owned by the trust.

27. Includes 50,000 shares of our common stock issuable upon conversion of
convertible notes and 50,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002 held by the
Delaware Charter Guarantee Trust Co. as Trustee FBO Richard Michaelson AC # LTJ
890528. Mr. Michaelson exercises the sole voting and/or dispositive powers with
regard to our common stock owned by the trust.

28. Includes 12,645 shares of our common stock issued under the terms of a
merger transaction in November of 1998 involving Liberty Dental Alliance, Inc.
Mr. F. Andrew Moran is a registered broker-dealer and a registered
representative of the Newport Group and acquired the shares in the normal course
of business and at the time of acquisition had no plans or proposals directly or
with any person to distribute the shares.

29. Includes 20,000 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004. Mr. Jerry
Peterson is the CIO and Mr. John Karns is the Portfolio Manager and share the
voting and/or dispositive powers with regard to our common stock owned by the
this entity.

30. Includes 122,857 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004. Mr. Jerry
Peterson is the CIO and Mr. John Karns is the Portfolio Manager and share the
voting and/or dispositive powers with regard to our common stock owned by the
this entity.

31. Includes 25,000 shares of our common stock issuable upon conversion of
convertible notes and 25,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002 held by the
Delaware Charter Guarantee Trust Co. TTEE FBO Laura G. Powers, IRA LTJ 890536.
Ms. Laura Powers exercises the sole voting and/or dispositive powers with regard
to our common stock owned by the trust.

Page 17

32. Includes 132,715 shares of our common stock issued under the terms of a
merger transaction in November of 1998 involving Liberty Dental Alliance, Inc.;
45,007 shares issued as part of a dental practice acquisition; 25,000 shares of
our common stock issuable upon conversion of convertible notes and 25,000 shares
of our common stock issuable upon exercise of warrants issued in a private
placement offering in March 2002; and 140,741 shares of our common stock issued
upon conversion in September 2003 of a series A subordinated note which was
issued as part of the consideration due certain affiliated dental practices in
November of 1998. Dr. James M. Powers, Jr. serves as the Chairman, President and
CEO of the Company.

33. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50 per share held by the R. Reichler and
Associates Pension Plan and Trust. Mr. Richard Reichler exercises the sole
voting and/or dispositive powers with regard to our common stock owned by the
trust.

34. Includes 4,215 shares of our common stock issued under the terms of a merger
transaction in November of 1998 involving Liberty Dental Alliance, Inc. Mr.
Daniel T. Robinson, Jr. is a member of the Company's Board of Directors.

35. Includes 25,000 shares of our common stock issuable upon conversion of
convertible notes and 25,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002 held by the
PelDawn, LLC. Mr. Russell J. Hensley is the Chief Manager and exercises the sole
voting and/or dispositive powers with regard to our common stock owned by the
entity.

36. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50. Mr. Joseph L. Sanders is a registered
broker-dealer with Grant Bettingen, LLC and acquired the shares in the normal
course of business and at the time of acquisition had no plans or proposals
directly or with any person to distribute the shares of preferred stock or
underlying shares of common stock.

37. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50.held by the Delaware Charter Guarantee Trust
Co. TTEE FBO Nolan Schabacker, IRA LTJ 890676. Mr. Schabacker exercises the sole
voting and/or dispositive powers with regard to our common stock owned by the
trust.

38. Includes 35,714 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004 held by
Stanley S. Schloz as Trustee of the Schloz Family 1998 Trust. Mr. Schloz
exercises the sole voting and/or dispositive powers with regard to our common
stock owned by the this trust.

39. Includes 12,645 shares of our common stock issued under the terms of a
merger transaction in November of 1998 involving Liberty Dental Alliance, Inc.
Mr. C. Thomas Selby is a registered broker-dealer and an employee and owner of
Florida Capital and acquired the shares in the normal course of business and at
the time of acquisition had no plans or proposals directly or with any person to
distribute the shares.

40. Includes 2,500 shares of Series A preferred stock which may be converted to
50,000 shares of common stock and a warrant to purchase 12,500 shares of common
stock at an exercise price of $1.50 held by the Delaware Charter Guarantee Trust
Co. TTEE FBO Tracey Shaw, IRA LTJ 890641. Mr. Shaw exercises the sole voting
and/or dispositive powers with regard to our common stock owned by the trust.

41. Includes 150,000 shares of our common stock issuable upon conversion of
convertible notes and 150,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Peter N.
Turnquest is a Director and Secretary and Iris P. Sherman is a Director and
Assistant Secretary and they share the voting and/or dispositive powers with
regard to our common stock owned by this entity.

42. Includes 116,180 shares of our common stock issued as part of the formation
of the Company. Mr. George Siegel is a member of the Company's Board of
Directors.

43. Includes 192,857 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004 held by
Anthony Silverman, as Trustee of the Anthony Silverman Trust, dated January 5,
2004. Mr. Silverman exercises the sole voting and/or dispositive powers with
regard to our common stock owned by the this trust.

44. Includes 200,000 shares of common stock issuable upon conversion of a
convertible note issued in a private placement in February of 2004. Mr. Richard
Bourke, Member, exercises the sole voting and/or dispositive powers with regard
to our common stock owned by the this entity.

Page 18

45. Includes 50,000 shares of our common stock issuable upon conversion of
convertible notes and 50,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002 held by the
PelDawn, LLC. Mr. Robert J. Tomasulo is a registered broker-dealer who owns his
own business and acquired the securities in the normal course of business and at
the time of acquisition had no plans or proposals directly or with any person to
distribute the shares.

46. Includes 847,664 shares of common stock issuable upon exercise of warrants
issued to our former bank lender during the period from June 2000 through March
2001. The bank acquired the shares in the normal course of business and at the
time of acquisition had no plans or proposals directly or with any person to
distribute the warrants or underlying shares. Phillip D. Martin, Sr. Vice
President, exercises the sole voting and/or dispositive powers with regard to
our common stock owned by the this entity. Bank One, NA is a wholly owned
subsidiary of Bank One Corporation. Bank One Corporation has subsidiaries that
are Broker-Dealers, including Banc One Securities Corporation.

47. Includes 75,000 shares of our common stock issuable upon exercise of
warrants issued in a private placement offering in March 2002. Mr. Daniel K.
Weiskopf, III, is the General Partner and exercises the sole voting and/or
dispositive powers with regard to our common stock owned by the this entity

48. Includes 100,000 shares of our common stock issuable upon conversion of
convertible notes and 100,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. John V.
Winfield exercises the sole voting and/or dispositive powers with regard to our
common stock owned by the this entity

49. Includes 100,000 shares of our common stock issuable upon conversion of
convertible notes and 100,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. John V.
Winfield exercises the sole voting and/or dispositive powers with regard to our
common stock owned by the this entity.

50. Includes 100,000 shares of our common stock issuable upon conversion of
convertible notes and 100,000 shares of our common stock issuable upon exercise
of warrants issued in a private placement offering in March 2002. Mr. John V.
Winfield exercises the sole voting and/or dispositive powers with regard to our
common stock owned by the this entity.

51. Includes 5,000 shares of Series A preferred stock which may be converted to
100,000 shares of common stock and a warrant to purchase 25,000 shares of common
stock at an exercise price of $1.50 and 1,376,286 shares of our common stock
originally issued in October, 2001 under the terms of a merger agreement between
the Company, its acquisition subsidiary, Learning Edge, Inc. and the
stockholders of Learning Edge, Inc. Mr. Zuckerman is a former director and
officer of the Company.

52. Includes 37,790 shares of our common stock originally issued in January 2002
under the terms of a merger agreement between the Company, its acquisition
subsidiary, ThoughtWare Technologies, Inc. ("ThoughtWare") and a preferred
stockholder of ThoughtWare. Mr. Alan Garneris the General Partner who exercises
the shared voting and/or dispositive powers with regard to our common stock
owned by the this entity.

PLAN OF DISTRIBUTION

The shares of our common stock offered by this prospectus may be sold
by the selling stockholders or their transferees from time to time in: (i)
transactions in the over-the-counter market, the American Stock Exchange, or on
one or more exchanges; (ii) negotiated transactions; (iii) underwritten
offerings; or (iv) a combination of these methods of sale. The selling
stockholders may sell the shares of our common stock at: (i) fixed prices which
may be changed; (ii) market prices prevailing at the time of sale; (iii) prices
related to prevailing market prices; or (iv) negotiated prices.

DIRECT SALES, AGENTS, DEALERS AND UNDERWRITERS

The selling stockholders or their transferees may effect transactions
by selling the shares of common stock either directly to purchasers; or to or
through agents, dealers or underwriters designated from time to time. Agents,
dealers or underwriters may receive compensation in the form of underwriting
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of shares for whom they act as agent or to whom they sell as
principals, or both. The selling stockholders and any agents, dealers or
underwriters that act in connection with the sale of shares might be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
any discount or commission received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.

Page 19

SUPPLEMENTS

To the extent required, we will set forth in a supplement to this
prospectus filed with the SEC the number of shares to be sold, the purchase
price and public offering price, any new selling stockholders (who will be
limited to stockholders who acquire shares after the date of this prospectus
from persons named as selling stockholders in this prospectus), the name or
names of any agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offering.

STATE SECURITIES LAW

Under the securities laws of some states, the selling stockholders may
only sell the shares in those states through registered or licensed brokers or
dealers. In addition, in some states the selling stockholders may not sell the
shares unless they have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and is satisfied.

EXPENSES AND INDEMNIFICATION

We will not receive any of the proceeds from the sale of the shares of
common stock sold by the selling stockholders and we will bear all expenses
related to the registration of this offering. However, we will not pay for any
underwriting commissions, fees or discounts, if any. We will indemnify some of
the selling stockholders against some civil liabilities, including some
liabilities which may arise under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by
this prospectus will be passed upon for us by Jackson Walker L.L.P.

EXPERTS

BDO Seidman, LLP, independent auditors, have audited our consolidated
financial statements as of and for the year ended March 31, 2003, which is
incorporated by reference in this registration statement filed in connection
with this offering. Our consolidated financial statements as of and for the year
ended March 31, 2003 are incorporated by reference in reliance upon the report
(which contains an explanatory paragraph relating to the Company's ability to
continue as a going concern, as described in Note 2 to the consolidated
financial statements) of BDO Seidman, LLP, given on their authority as experts
in accounting and auditing.

The consolidated financial statements as of March 31, 2002 and for each
of the two years in the period ended March 31, 2002 incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
March 31, 2002 have been so incorporated in reliance on the report (which
contains an explanatory paragraph relating to the Company's ability to continue
as a going concern as described in Note 2 to the consolidated financial
statements) of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" some of the documents
that we file with it into this prospectus, which means incorporated documents
are considered part of this prospectus. Therefore, we can disclose important
information to you by referring you to those documents, and that information
that we file with the SEC will automatically updates and supersedes this
incorporated information.

Page 20

The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:

o our Annual Report on Form 10-K for the year ended March 31,
2003, filed with the SEC on June 30, 2003;

o our Current Report on Form 8-K, filed with the SEC on July 1,
2003;

o our Current Report on Form 8-K, filed with the SEC on August
13, 2003;

o our Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2003, filed with the SEC on August 14, 2003;

o our Current Report on Form 8-K, filed with the SEC on
September 18, 2003;

o our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2003, filed with the SEC on November 6, 2003;

o our Current Report on Form 8-K, filed with the SEC on November
6, 2003;

o our Current Report on Form 8-K, filed with the SEC on November
7, 2003;

o our Current Report on Form 8-K, filed with the SEC on February
5, 2004;

o our Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 2003, filed with the SEC on February 17, 2004;

o our Current Report on Form 8-K, filed with the SEC on March
23, 2004;

o our Current Report on Form 8-K, filed with the SEC on April
20, 2004;

o our Current Report on Form 8-K, filed with the SEC on April
23, 2004; and,

o the description of our common stock contained in our
Registration Statement on Form S-1 filed with the SEC on
October 10, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

The Company will provide, without charge, to each person to whom a copy
of this prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates). Written or telephone requests for such documents should be
directed to: James L. Dunn, Jr., Senior Vice President & General Counsel, 2999
N. 44th Street, Suite 650, Phoenix, AZ 85018, Telephone: (602) 952-1200, Email:
JDUNN@ILINC.COM.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document that we file
at the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. Our SEC filings are also available to
the public at the Company's Web site at HTTP://WWW.ILINC.COM and the SEC's Web
site at HTTP://WWW.SEC.GOV.

Page 21

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses to be paid by the Company
in connection with the offering described in this registration statement. All
amounts are estimates, except the SEC registration fee.

SEC Registration Fee $ 2,993.83
Printing Costs $ 5,000.00
Legal Fees and Expenses $ 5,000.00
Accounting Fees and Expenses $15,000.00
----------
TOTAL $27,993.83

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, even though less than a
quorum or (2) if there are no such directors or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.

Page II -1

Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.

RESTATED CERTIFICATE OF INCORPORATION

The Restated Certificate of Incorporation of the Company provides that
a director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided for in Section 174 of the DGCL. If the
DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Company, in
addition to the limitation on personal liability described above, shall be
limited to the fullest extent permitted by the amended DGCL. Further, any repeal
or modification of such provision of the Restated Certificate of Incorporation
by the stockholders of the Company shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Company existing at the time of such repeal or modification.

BYLAWS

The Bylaws of the Company provide that the Company will indemnify any
director or officer of the Company to the full extent permitted by applicable
law, and may, if and to the extent authorized by the Board of Directors, so
indemnify such other persons whom it has the power to indemnify against any
liability, reasonable expense or other matter whatsoever.

INSURANCE

The Company maintains liability insurance for the benefit of its
directors and officers. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers or controlling persons of the Company pursuant to the foregoing
provisions, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act, as amended, and is therefore unenforceable.

ITEM 16. EXHIBITS.

See the Exhibit Index found on Page II-6 hereof.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act 1933, as amended (the "Securities Act");

Page II -2

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume in
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

POWER OF ATTORNEY

Each person whose signature appears below authorizes James L. Dunn,
Jr., to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this registration
statement necessary or advisable to enable the Company (the registrant) to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in respect thereof,
in connection with the registration of the securities which are the subject of
this registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate.

Page II -3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.

ILINC COMMUNICATIONS, INC.

Dated: April 29, 2004 By: /S/ JAMES M. POWERS, JR.
------------------------
James M. Powers, Jr.
Chairman of the Board, President and
Chief Executive Officer

NAME CAPACITY DATE
-----------------------------------------------------------------------------------------------------

/s/ JAMES M. POWERS, JR. Chairman of the Board, President April 29, 2004
----------------------------- and Chief Executive Officer
James M. Powers, Jr.

/s/ JAMES L. DUNN, JR. Sr. Vice President April 29, 2004
----------------------------- and Interim Chief Financial Officer
James L. Dunn, Jr. (Principal Accounting Officer)

/s/ * Director April 29, 2004
-----------------------------
James H. Collins

/s/ * Director April 29, 2004
-----------------------------
Kent Petzold

/s/ * Director April 29, 2004
-----------------------------
Daniel T. Robinson, Jr.

/s/ * Director April 29, 2004
-----------------------------
George M. Siegel

Page II -4

EXHIBIT LIST

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------

4.1(1) Restated Certificate of Incorporation of Pentegra Dental
Group, Inc.

4.2(1) Bylaws of Pentegra Dental Group, Inc.

4.3(7) Certificate of Amendment of Restated Certificate of
Incorporation of Pentegra Dental Group, Inc.

4.4(7) Amendment of Bylaws of Pentegra Dental Group, Inc.

4.5(8) Certificate of Amendment of Restated Certificate of
Incorporation of e-dentist.com, Inc.

4.6(14) Certificate of Designations of Series A Preferred Stock

+4.7(15) Certificate of Amendment of Restated Certificate of
Incorporation of EDT Learning, Inc.

4.8(1) Form of certificate evidencing ownership of Common Stock of
Pentegra Dental Group, Inc.

4.9(1) Form of Registration Rights Agreement for Owners of Founding
Affiliated Practices

4.10(1) Registration Rights Agreement dated September 30, 1997 between
Pentegra Dental Group, Inc. and the stockholders named therein

4.11(2) Form of Stockholders' Agreement for Owners of Affiliated
Practices

4.12(3) Form of Indenture from Pentegra Dental Group, Inc. to U.S.
Trust Company of Texas, N.A., as Trustee relating to the
Convertible Debt Securities

4.13(7) Form of certificate evidencing ownership of Common Stock of
e-dentist.com, Inc.

4.14(8) Form of Convertible Redeemable Subordinated Note (2002 Private
Placement Offering)

4.15(8) Form of Redeemable Warrant (2002 Private Placement Offering)

4.16(14) Form of Redeemable Warrant (2003 Private Placement Offering)

4.17(4) Credit Agreement dated June 1, 1998 between Bank One, Texas,
N.A. and Pentegra Dental Group, Inc.

4.18(5) Modification to Credit Agreement between Pentegra Dental
Group, Inc. and Bank One, Texas, N.A. dated September 9, 1998

4.19(5) Agreement and Plan of Merger among Pentegra Dental Group,
Inc., Liberty Dental Alliance, Inc., Liberty Acquisition
Corporation, James M. Powers, Jr., Sylvia H. McAlister and
William Kelly dated as of November 13, 1998

4.20(2) First Amendment to Credit Agreement by and among Pentegra
Dental Group, Inc. and Bank One, Texas, N.A. dated as of
February 9, 1999

4.21(2) First Amendment to the Agreement and Plan of Merger by and
among Pentegra Dental Group, Inc., Liberty Dental Alliance,
Inc., Liberty Acquisition Corporation, James M. Powers, Jr.,
Sylvia H. McAlister and William Kelly dated as of January 29,
1999

4.22(6) Third Amendment to Credit Agreement

Page II -5

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------

4.23(7) Asset Purchase Agreement by and among e-dentist.com, Inc. and
Dexpo.com, Inc.

4.24(7) Fourth Amendment of Credit Agreement

4.25(9) Plan of Reorganization and Agreement of Merger dated October
1, 2001 by and among EDT Learning, Inc., Edge Acquisition
Subsidiary, Inc. and the Stockholders of Learning-Edge, Inc.

4.26(10) Plan of Reorganization and Agreement of Merger dated January
29, 2002 by and among EDT Learning, Inc., TW Acquisition
Subsidiary, Inc., ThoughtWare Technologies, Inc. and the
Series B Preferred Stockholder of ThoughtWare Technologies,
Inc.

4.27(11) Asset Purchase Agreement dated June 14, 2002 by and among EDT
Learning, Inc., and Quisic Corporation. Common Stock Purchase
Agreement by and between EDT Learning, Inc., Investor Growth
Capital Limited, A Guernsey Corporation and Investor Group,
L.P., A Guernsey Limited Partnership and Leeds Equity Partners
III, L.P.

4.28(12) Asset Purchase Agreement dated November 4, 2002 by and among
EDT Learning, Inc., and Mentergy, Inc. and its wholly-owned
subsidiaries, LearnLinc Corp and Gilat-Allen Communications,
Inc.

4.29(15) Debt Conversion Agreement relating to Quisic Settlement

4.30(15) Form of Convertible Subordinated Note (2004 Private Placement)

+5.1 Opinion of Jackson Walker L.L.P.

16.1(13) Letter re Change in Certifying Accountant

+23.1 Consent of independent auditors, BDO Seidman, LLP, dated April
29, 2004 to the incorporation by reference of their report
dated June 6, 2003 in the Company's annual report on Form 10-K
for the year ended March 31, 2003.

+23.2 Consent of independent auditors, PricewaterhouseCoopers, LLP
dated April 29, 2004 to the incorporation by reference of
their report dated July 11, 2002 in the Company's annual
report on Form 10-K for the year ended March 31, 2003.

-----------------------
(1) Previously filed as an exhibit to iLinc's Registration
Statement on Form S-1 (No. 333-37633), and incorporated herein
by reference.

(2) Previously filed as an exhibit to iLinc's Registration
Statement on Form S-4 (No. 333-78335), and incorporated herein
by reference.

(3) Previously filed as an exhibit to iLinc's Registration
Statement on Form S-4 (No. 333-64665), and incorporated herein
by reference.

(4) Previously filed as an exhibit to iLinc's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1998.

(5) Previously filed as an exhibit to iLinc's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1998.

(6) Previously filed as an exhibit to iLinc's Annual Report on
Form 10-K for the year ended March 31, 2000.

(7) Previously filed as an exhibit to iLinc's Annual Report on
Form 10-K for the year ended March 31, 2001.

(8) Previously filed as an exhibit to iLinc's Annual Report on
Form 10-K for the year ended March 31, 2002.

Page II -6

(9) Previously filed as an exhibit to iLinc's Form 8-K filed
October 16, 2001.

(10) Previously filed as an exhibit to iLinc's Form 8-K filed
January 30, 2002

(11) Previously filed as an exhibit to iLinc's Form 8-K filed July
2, 2002.

(12) Previously filed as an exhibit to iLinc's Form 8-K filed
December 20, 2002.

(13) Previously filed as an exhibit to iLinc's Form 8-K filed April
7, 2003.

(14) Previously filed as an exhibit to iLinc's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2003.

(15) Previously filed as an exhibit to this Registration Statement

+ Furnished herewith as an Exhibit