UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File No. 000-08924
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 11-K [X] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended: March 31, 2006
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
__________________________________________________________________________
Read attached instruction sheet before preparing form. Please print or
type.
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
Trinity Learning Corporation
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Full name of registrant
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Former name if applicable
4101 International Parkway
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Address of principal executive office (Street and number)
Carrollton, TX 750073
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City, state and zip code
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 Form 10-QSB review will not be completed by the prescribed time
Period and thus can not be completed without incurring undue hardship
and expense. The registrant undertakes the responsibility to file
such
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
Pat Quinn (972) 309-4000
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
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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: May 15, 2006 /S/ Pat Quinn
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Pat Quinn
VP and Chief Financial Officer