UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-8924
--------
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2003
[ ] 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 instruction (on back page) 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
___________________________________________________________________________
Full Name of Registrant
___________________________________________________________________________
Former Name if Applicable
1831 Second Street
___________________________________________________________________________
Address of Principal Executive Office (Street and Number)
Berkeley, California 94710
___________________________________________________________________________
City, State and Zip Code
PART II - RULES 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
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 10-KSB, 20-F, 11-K, Form 20-F or Form N-SAR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, 10-QSB, 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 - NARRATIVE RESPONSE
State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-
F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not
be filed within the prescribed period.
The Registrant has recently completed a major acquisition and has
experienced a delay in assembling the necessary consolidated financial
information and completing its quarterly financial statements for the
period ended December 31, 2003 without unreasonable effort or expense
within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Douglas D. Cole (510) 540-9300
--------------------------- ----------- -----------------
(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: February 18, 2004 By: /s/ Douglas D. Cole
Douglas D. Cole, Chief Executive Officer