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): July 23, 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 5. Other Events On July 23, 2004, Trinity Learning Corporation (the "Company") issued a press release announcing that it had reached agreement with ProsoftTraining, a Nevada corporation ("Prosoft"), and its wholly owned subsidiary, MTX Acquisition Corp., to terminate their previously announced Agreement and Plan of Merger A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued on July 23, 2004 by the Company and ProsoftTraining. 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: July 23, 2004 By: /s/ Douglas Cole ------------------------------------------ Douglas Cole, Chief Executive Officer -2-