Prosoft Learning Corporation Reports Fourth Quarter Results; Company Posts Growth in Revenue and Gross Profit

Prosoft Learning Corporation (Nasdaq:POSO) today
reported financial results for its fourth fiscal quarter ended July
31, 2005.
   Revenue in the fourth quarter of fiscal 2005 was $1.77 million,
compared to $1.75 million in the fourth quarter of fiscal 2004,
marking the first time the Company has achieved year-over-year revenue
improvement since the third quarter of fiscal 2001. Gross profit, as a
percentage of revenue, was 73 percent for the fourth quarter of fiscal
2005, compared to 66 percent for the fourth quarter of the previous
fiscal year. Net loss for the fourth quarter of fiscal 2005 was $0.49
million or $0.11 per share, compared to a net loss of $0.64 million or
$0.16 per share for the fourth quarter of fiscal 2004.
   "Clearly we are delighted to achieve the improvements in revenue,
gross profit and net loss compared to the fourth quarter of 2004,"
stated Benjamin Fink, Prosoft's president and CEO. "Although our
market remains challenging, our efforts in restructuring our product
mix and sales focus, combined with the execution of our academic
strategy, are beginning to show tangible results."
   Fink continued, "While our team continues to focus on improving
our operating performance, our capital structure needs to be addressed
in the near term. Although our long-term debt does not begin to mature
until mid-2006, an event of default under our debt agreements would
arise if the Company loses its listing status on the Nasdaq SmallCap
market, which could occur on or after November 2, 2005. We are
aggressively seeking resolution of this issue with our noteholders."
Fink also noted that the Company had retained East Wind Advisors, LLC
to act as its advisor as it explores strategic alternatives.
   Content development, sales and marketing, and general and
administrative expenses were $1.43 million in the fourth quarter of
fiscal 2005, compared to $1.60 million for the same quarter of the
previous fiscal year, a decrease of $0.17 million or 11 percent. Days
Sales Outstanding of receivables were at 29 days, consistent with
recent performance.

   About Prosoft Learning Corporation

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

   Forward-Looking Statements

   Except for historical information contained herein, the matters
discussed in this press release are statements of a forward-looking
nature that are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. Such
risks and uncertainties include, without limitation, the Company's
dependence on the timely development, introduction and acceptance of
courses, proprietary certifications and other products; the acceptance
of ICT certifications in general; the continued and improved
penetration of the academic, learning center and corporate markets;
the successful implementation of strategic relationships; the ability
of the Company to maintain its NASDAQ SmallCap listing and avoid
defaults under certain debt agreements; the effect of changing
economic conditions; and the other risks and uncertainties outlined in
the Company's filings with the Securities and Exchange Commission,
including, but not limited to, the Company's Annual Report on Form
10-K and Quarterly Reports on Form 10-Q. The Company undertakes no
obligation to update this forward-looking information.

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            Prosoft Learning Corporation and Subsidiaries
                Consolidated Statements of Operations
                (In thousands, except per share data)
                             (Unaudited)


                                           Three Months Ended July 31,
                                           ---------------------------
                                                2005          2004
                                                ----          ---- 
Revenues:
 Content                                   $      1,444  $      1,331
 Certification                                      321           422
                                           ------------- -------------
  Total revenues                                  1,765         1,753
                                           ------------- -------------

Costs and expenses:
 Costs of revenues                                  470           601
 Content development                                169           189
 Sales and marketing                                580           624
 General and administrative                         678           787
 Depreciation and amortization                       86           112
                                           ------------- -------------
  Total costs and expenses                        1,983         2,313
                                           ------------- -------------

(Loss) income from operations                      (218)         (560)
                                           ------------- -------------

Interest expense, net                              (272)          (76)
                                           ------------- -------------

                                           ---------------------------
Net (loss) income                          $       (490) $       (636)
                                           ===========================

Net (loss) income per share:
 Basic and diluted                         $      (0.11) $      (0.16)
                                           ============= =============
Weighted average shares outstanding:
 Basic and Diluted                                4,379         4,052
                                           ============= =============



           Prosoft Learning Corporation and Subsidiaries
                    Consolidated Balance Sheets
                 (In thousands, except share data)


                                                July 31,    July 31,
                                                  2005        2004
                                               ----------- -----------
                    ASSETS
                    ------

Current assets:
Cash and cash equivalents                      $      759  $      502
Accounts receivable, net                              562         644
Prepaid expenses and other current assets             254         117
                                               ----------- -----------
      Total current assets                          1,575       1,263

Property and equipment, net                           123         283
Goodwill, net                                       6,745       6,745
Licenses, net                                          --         229
Other                                                  57         102
                                               ----------- -----------
      Total assets                             $    8,500  $    8,622
                                               =========== ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

Current liabilities:
Accounts payable                               $      424  $      591
Accrued expenses                                      710         768
Current portion of capital lease obligations           --          98
Other                                                  26          64
                                               ----------- -----------
      Total current liabilities                     1,160       1,521

Long-term debt                                      3,849       3,264
                                               ----------- -----------
      Total liabilities                             5,009       4,785
                                               ----------- -----------

Stockholders' equity:
Common shares, par value $.001 per share;
 authorized shares: 75,000,000; issued:
 4,635,481 and 4,053,554                                5          24
Additional paid-in capital                        106,737     104,436
Accumulated deficit                              (103,334)   (100,727)
Accumulated other comprehensive income                158         179
Less common stock in treasury, at cost: 1,985
 shares                                               (75)        (75)
                                               ----------- -----------
      Total stockholders' equity                    3,491       3,837
                                               ----------- -----------
      Total liabilities and stockholders'
       equity                                  $    8,500  $    8,622
                                               =========== ===========
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