WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   Date of Report (Date of Earliest Event Reported):          August 31, 2006

                          TRINITY LEARNING CORPORATION
             (Exact name of registrant as specified in its charter)

             Utah                 0-8924                         73-0981865
   _____________________       _____________                   ______________
(State or other jurisdiction   (Commission                   (I.R.S. Employer
      of incorporation)        File Number)                  Identification No.)

        4101 International Parkway  Carrollton, Texas          75007
             _________________________________              ___________
          (Address of principal executive offices)          (Zip Code)

   Registrant's telephone number, including area code:          (972) 309-4000

                                 Not Applicable
           Former name or former address, if changed since last report

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

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

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


     On  July  24,  2006  the Board of Directors of Trinity Learning Corporation
(the  "Company")  approved  the  appointment  of  Dennis  Cagan  to serve as the
permanent  President  and  Chief  Executive Officer of the Company, and for such
appointment  to  be  effective  upon the closing of the Laurus Master Fund, Ltd.
financing  transaction (the "Financing Transaction"). As reported by the Company
in  its  Current  Report  filed with the Securities and Exchange Commission (the
"SEC")  on  Form 8-K on September 6, 2006, the Financing Transaction was entered
into by the Company on August 31, 2006. Mr. Cagan has been previously serving as
interim  President and CEO of the Company, as previously reported by the Company
in  its  Current Report filed with the SEC on Form 8-K (the "Current Report") on
May  9,  2006.  Further  information about Mr. Cagan is set forth in the Current
Report  and  Registration  Statement  filed  by  the  Company  on Form SB-2 (the
"Registration  Statement")  with  the  SEC  on  June  14,  2006.

     Also,  on September 1, 2006 the Board of Directors appointed Patrick Quinn,
the  Company's  Chief  Financial  Officer,  to also serve as the Chief Operating
Officer  of  the  Company,  and  for  such  appointment to be effective upon the
closing  of  the  Financing  Transaction. Further information about Mr. Quinn in
contained  in  the Company's Annual Report filed with the SEC on Form 10-KSB for
the  year  ended  June  30,  2005  and  in  the  Registration  Statement.

     In  addition, the Company entered into a fulltime employment agreement (the
"Agreement")  with  Mr.  Cagan,  dated  as  September  1, 2006. The Agreement is
effective  for  a term beginning on the date of the Agreement and terminating on
December  31,  2009  (the  "Employment  Period"),  unless  earlier terminated as
provided  in  the Agreement. The Agreement may also be renewed by mutual written
agreement  between Mr. Cagan and the Company. Mr. Cagan' base compensation under
the  Agreement  is  $250,000  per  year. Furthermore, Mr. Cagan shall be awarded
pursuant  to  the Agreement the amount of stock options equal to 3% of the total
number  of  fully diluted equity composed of the sum of (i) the number of shares
of  common  stock  of the Company outstanding on the date of the grant, (ii) the
total  amount  of  all  granted  options  outstanding  on  the date of the grant
(regardless  of vesting), and (iii) the total amount of stock options authorized
to  be  granted  by  the Company under the 2002 Stock Option Plan (including any
increases  authorized by the board of directors within the fourth quarter of the
2006  calendar  year) (the "Options"). The Options shall vest as follows: 1/3 to
vest  on  the  date  of the Agreement, and with 1/36 of the balance to vest each
month  over  a  36 month period beginning on the date of the Agreement; provided
that  upon  a  change  of  control  (as  defined  in the Agreement), 100% of all
unvested  options  will  vest,  and  provided further that in the event that Mr.
Cagan's  employment  is terminated pursuant to Section 4(d)(i) of the Agreement,
then  he shall be entitled to an acceleration of vesting of 1/2 of the remaining
unvested  Options.  Furthermore,  Mr.  Cagan  is  entitled  to  certain  bonus
compensation  based  on  certain  Company  benchmarks  as set forth in Exhibit A
annexed  to  the  Agreement.

     The  Company  is  required to promptly reimburse Mr. Cagan for all business
related  out-of-pocket  expenses  reasonably  incurred  in  performing  his
responsibilities  under the agreement. Mr. Cagan is entitled to a certain amount
of  days  of  paid  vacation,  to  be scheduled and taken in accordance with the
Company's standard vacation policies. In addition, Mr. Cagan is entitled to sick
leave  and  holidays  at  full  pay  in  accordance  with the Company's policies
established  and  in  effect  from  time  to  time.  The Agreement also contains
customary provisions for disability, death, confidentiality, indemnification and
non-competition.  Both  the  Company and Mr. Cagan have the right to voluntarily
terminate  the  Agreement  at  any  time  with  or without cause. If the Company
voluntarily  terminates the Agreement, the Company must pay Mr. Cagan a cash sum
equal  to  his  monthly  salary  over  a  12  month  period; provided that, said
compensation  will  include all accrued vacation pay and bonuses, if any, as Mr.
Cagan  would  have  been  entitled  to  pursuant  to the Agreement. If Mr. Cagan
resigns  from his employment, he will be entitled to receive compensation amount
equal  to  his annual base salary of $250,000 plus any accrued leave through the
date  of  termination.  All  of  Cagan's  rights  to  his annual base salary and
benefits  hereunder  which  accrue  or  become  payable  after  the date of such
termination  of  the  Employment  Period  shall  cease upon such termination. In
addition,  Mr.  Cagan shall be eligible for payment of any bonuses (earned prior
to  termination) as provided in the Bonus Plan (as defined in the Agreement) and
be  entitled  to  exercise his Options in accordance with Exhibit "B" annexed to
the  Agreement.


(a)  Financial  statements  of  business  acquired.

     Not  applicable

(b)  Pro  forma  financial  information.

     Not  applicable

(c)  Shell  company  transactions.

     Not  applicable

(d)  Index  of  Exhibits.

Number                                    Description
------                                    -----------

 10.1               Employment  Agreement  entered  into  by  and between Dennis
                    J. Cagan and Trinity Learning Corporation dated September 1,
                    2006.  (Filed  herewith)/


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

September  7,  2006                  By:  /s/  Patrick  R.  Quinn
                                   Name:  Patrick  R.  Quinn
                                  Title:  Chief  Financial  Officer