WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

[X] Form  10-K  and  Form  10-KSB   [ ]  Form  11-K         [ ]  Form  20-F
[ ] Form  10-Q  and  Form  10-QSB   [ ]  Form  N-SAR

     For  Period  Ended:  June  30,  2006

[ ] Transition  Report  on  Form  10-K    [ ] Transition  Report  on  Form  10-Q
[ ] Transition  Report  on  Form  20-F    [ ] Transition  Report  on  Form N-SAR

     For  the  Transition  Period  Ended:

     Nothing  in  this  form shall be construed to imply that the Commission has
verified  any  information  contained  herein.

     If  the  notification  relates  to  a  portion of the filing checked above,
identify  the  item(s)  to  which  the  notification  relates:

                                     PART I
                             REGISTRANT INFORMATION

Full  name  of  registrant               TRINITY  LEARNING  CORPORATION
Former  name  if  applicable             ------------------------------
Address  of  principal  executive  office  4101  International  Parkway

City,  state  and  zip  code               Carrollton,  Texas  77024

                                     PART II
                             RULE 12B-25 (B) AND (C)

     If  the  subject  report  could not 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 or

          (b)  The subject  annual  report,  semi-annual  report,  transition
               report  on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof
[X]            will  be  filed  on or before the 15th calendar day 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  statement  or  other  exhibit  required by Rule
               12b-25(c)  has  been  attached  if  applicable.

                                    PART III

     State  below  in  reasonable  detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR  or the transition report portion thereof could not be filed within
the  prescribed  time  period.

     The compilation, dissemination and review of the information required to be
presented  in  the  Form  10-K  for  the  relevant  fiscal year has imposed time
constraints  that  have  rendered  timely  filing of the Form 10-K impracticable
without undue hardship and expense to the registrant.  The registrant undertakes
the  responsibility  to file such annual report no later than fifteen days after
its  original  due  date.

                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this

Patrick  R.  Quinn,  CFO          (972)                        309-4000
         (Name)                (Area  Code)             (Telephone  Number)

(2)  Have  all  other periodic reports required under Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 or Section 30 of the Investment Company Act of
1940  during  the  preceding  12  months  or  for  such  shorter period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify  report(s).

                                                      [X] Yes     [ ] No

(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
thereunto  duly  authorized.

Dated:  September  28,  2006                    /s/Patrick  R.  Quinn
                                       By:      Patrick  R.  Quinn
                                    Title:      Chief  Financial  Officer