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): February 24, 2004
Trinity Learning Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Utah
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(State of Other Jurisdiction of Incorporation)
0-8924 73-0981865
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(Commission File Number) (IRS Employer Identification No.)
1831 Second Street
Berkeley, California 94710
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(Address of Principal Executive Offices) (Zip Code)
(510) 540-9300
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(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 Text of Statements read by Douglas D. Cole and Robert Gwin during
a call-in conference call on February 24, 2004.
Item 9. Regulation FD Disclosure
On February 24, 2004, Douglas D. Cole, Chief Executive Officer of
Trinity Learning Corporation (the "Company") and Robert Gwin Chief
Executive Officer of ProsoftTraining, each read a statement during a call-
in conference call to stockholders and other interested parties concerning
the proposed merger between the Company and ProsoftTraining. The full text
of the joint statement is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information in this Form 8 K shall not be deemed "filed" for
purposes of Section 18 of the Securities and Exchange Act of 1934 (the
"Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
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 LEARNING CORPORATION
Date: February 24, 2004 By: /s/ Douglas Cole
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Douglas Cole, Chief Executive Officer