SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
|X| Form 10-K |__| Form 20-F |__| Form 11-K |_X_| Form 10-Q |__| Form N-SAR
|_| N-CSR
For the Period Ended: September 30, 2005
|__| Transition report on Form 10-K |__| Transition Report on Form 10-Q
|__| Transition report on Form 20-F |__| Transition Report on Form N-SAR
PART I - REGISTRATION INFORMATION
Full name of registrant Trinity Learning Corporation
Former name if applicable
Address of principal executive office 3685 Mt. Diablo Blvd., Suite 161
City, State and Zip Code Lafayette, California 94549
Part II - Rules 12b-25 (b) and (c)
If the subject could be filed without unreasonable effort or expense and
the Registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate).
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort of
| expense;
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion
| thereof, will be filed on or before the fifteenth calendar day
|X| | following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof will
| be filed on or before the fifth calendar day following the
| prescribed due date; and
|
| (c) The accountant's statements or other exhibit required by Rule
| 12b-25 (c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-
F, 11-K, 10-Q, 10-QSB, N-SARs, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant is in the process of preparing the financial
information of the Company on a consolidated basis. The process of
compiling and disseminating the information required to be included in
the Form 10-QSB for the relevant quarter end as well as the
completion of the required review of the Company's financial
information on a consolidated basis, could not be completed without
incurring undue hardship and expense. The registrant undertakes the
responsibility to file such quarterly report no later than 5 calendar
days after the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Douglas D. Cole (925) 284-8025
Name Area Code Telephone Number
(2) Have all other reports required under Section 13 or 15 (b) of the
Securities and Exchange Act of 1934 or Section 30 or the Investments
Act of 1940 during the preceding 12 months (or for such shorter)
period that the Registrant was required to file such reports been
filed? If answer is no, identify report(s).
X Yes No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
Yes X No
----- -----
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Trinity Learning Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: Novmeber 15, 2005 /S/ Douglas D. Cole
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Douglas D. Cole
Chief Executive Officer