SECURITIES AND EXCHANGE COMMISSION 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): January 12, 2004 (January 12, 2004) Trinity Learning Corporation ----------------------------- (Exact Name of Registrant as Specified in Its Charter) Utah ------- (State of Other Jurisdiction of Incorporation) 0-8924 73-0981865 (Commission File Number) (IRS Employer Identification No.) 1831 Second Street Berkeley, California 94710 (Address of Principal Executive Offices) (Zip Code) (510) 540-9300 (Registrant's Telephone Number, Including Zip Code) (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits 99.1 Letter to Shareholders dated January 12, 2004 ITEM 9. REGULATION FD DISCLOSURE On January 12, 2004, Douglas D. Cole, Chief Executive Officer of Trinity Learning Corporation (the "Company") issued a letter to shareholders. The full text of the letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. SIGNATURES 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 COMPANIES, INC. Date: January 12, 2004 By: /s/ Douglas Cole ----------------------------------------- Douglas Cole, Chief Executive Officer