WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT


          Date of report (Date of earliest event reported): May 3, 2006

                          TRINITY LEARNING CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Utah                    000-08924                     73-0981865
----------------------------       -----------               -------------------
(State or other jurisdiction       (Commission                 (IRS Employer
     of incorporation)             File Number)              Identification No.)

          4101  INTERNATIONAL  PARKWAY  CARROLLTON,  TX            75007
          ---------------------------------------------         -----------
          (Address  of  Principal  Executive  Offices)          (Zip  Code)

     (Registrant's  Telephone  Number,  Including  Area  Code)  (972)  309-4000

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[   ]     Written  communications  pursuant to Rule 425 under the Securities Act
          (17  CFR  230.425)

[   ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR  240.14a-12)

[   ]     Pre-commencement  communications  pursuant  to Rule 14d-2(b) under the
          Exchange  Act  (17   CFR  240.14d-2(b))

[   ]     Pre-commencement  communication  pursuant  to  Rule 13e-4(c) under the
          Exchange  Act  (17  CFR  240.13e-4(c))



     On  May  3,  2006,  Rich  Marino  resigned and terminated his employment as
President, Chief Executive Officer and as an employee of the Company.  On May 9,
2006,  the  Company's  Board  of  Directors appointed Dennis J. Cagan, currently
serving  as  a  member of the Board of Directors of the Company, to serve as the
interim  President  and  Chief Executive Officer ("CEO") until a replacement for
Mr.  Marino  is  hired.

     Since  May 2005, Mr. Cagan has served as a member of the Company's Board of
Directors  and  is also on the Compensation Committee of the Board of Directors.
Mr.  Cagan  does  not  have any family relationship with any director, executive
officer  or  person  nominated  or chosen by the Company to become a director or
executive  officer.  Additionally,  Mr.  Cagan  has  never  entered  into  a
transaction,  nor  is  there any proposed transaction, between Mr. Cagan and the
Company.  Mr.  Cagan  will  receive  a  salary  of $240,000 per year and a stock
option to purchase 250,000 shares of the Company's common stock (the "Options"),
such that 50% of the Options will vest immediately on the date of appointment as
interim  CEO  and  50%  of  the  Options  will  vest six months from the date of
appointment.  The  exercise  price  is  $0.16  per  share.

     Dennis  Cagan  has  been  in  the high technology industry as an active and
successful entrepreneur for over 39 years, having founded over a dozen different
companies.  He  has  long  been  regarded  as  an active entrepreneur within the
industry.  Mr.  Cagan  is  a  nationally  recognized  authority  on  information
technology,  including: Internet, software, hardware, and communications, in the
disciplines  of strategy, sales, marketing, services, and distribution channels.
He has authored dozens of articles and has spoken widely at industry conferences
and  to  paying  corporate  audiences  such  as  Microsoft.

     Mr.  Cagan  has  been  an  investor  and professional board member (over 43
boards)  for  over 25 years.  Since 2000, he has served as the founder, Chairman
and  CEO  of  the  Santa  Barbara  Technology  Group, LLC, where he oversees all
activities including monitoring portfolio investments, consulting to early-stage
technology  companies,  and selecting new investments.  Santa Barbara Technology
Group,  LLC  is  a  private  investment and consulting firm engaged primarily in
working  with,  and  investing in early-stage technology companies. The firm has
become  an  important  connection  for  any high-tech start-up on the California
Central  Coast.

     During  the  past  five  years,  Mr. Cagan has acted as a Board member on a
number of private companies and has provided management consulting services.  In
five  of  his last six primary assignments he was already serving as a member of
each  company's  Board of Directors, and was subsequently asked by management or
the  Board  to  temporarily  join the management team on a full time basis.  His
activities are usually focused in the areas of corporate and product strategies,
business  development,  sales and marketing management, product distribution and
international  expansion.

     In 1979, Mr. Cagan was the keynote speaker at the first COMDEX Show, in Las
Vegas.  In 1976 he founded the David Jamison Carlyle Corp., one of the country's
largest  distributors  of  computer  peripherals,  and  took  it public in 1981.
Between  1981  and  2000  he  served  as  an  investor,  mentor  and  management
consultant.  Among the companies he has been involved with have been some of the
Central  Coast's  best-known  technology  enterprises  including  Wavefront
Technologies  (then  Alias/Wavefront  -  NASDAQ,  acquired by SGI),
(NASDAQ,  merged  with,  now  OpenWave:  OPWV), Somera Communications
(SMRA,  founding  investor  only),  Commission  Junction (acquired by VLCK), and
Bargain  Network  (acquired  by  VTRU).

     Mr.  Cagan  was  previously  on  the  board  of  a  number  of other public
technology firms including The David Jamison Carlyle Corp. (he was the founder),
ISOCOR  (acquired  by  Critical  Path:  CPTH),  MessageMedia,  Inc. (acquired by
DoubleClick:  DCLK,  he was the interim CEO), Great Bear Technologies, StarPress
and  Sanctuary  Woods  Multimedia.

     Mr.  Cagan's  non-profit  activities include: Santa Barbara County's United
Way  Board  of Directors, California Coast Venture Forum Executive Board (for 10
years and Gold Level Sponsor for 7 years), and South Coast Business & Technology
Awards  Committee  (7  years), and several other local non-profit organizations.
He  is  a  member  of  UCSB's  Lancaster  Society,  Santa  Barbara  City College
President's  Council,  Santa  Barbara  County's  United Way CEO Club, and United
Way's  Alexis  de  Tocqueville  Society.

     Mr.  Cagan is 61 years old and attended the University of California at Los
Angeles  where  he majored in economics.  He has an honorable discharge from the

     Further  information  about  Mr.  Cagan is contained in the Company's Proxy
Statement  filed with the Commission on November 29, 2005, which is incorporated
herein  by  this  reference.

     Mr. Cagan will receive a salary of $240,000 per year and a stock option for
250,000  shares,  50%  vesting  immediately  and 50% vesting in six months.  The
exercise  price  is  $0.16  per  share.



     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                          TRINITY LEARNING CORPORATION

Date:  May  9,  2006               By:  /s/  Pat  Quinn
       -------------                    ---------------
                                        Pat Quinn, Vice President and CFO