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): August 5, 2003 (August 1, 2003) 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.) 2526 Durant Avenue Berkeley, California 94704 (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 Press Release Regarding Agreement. ---------------------------------- On August 1, 2003, Competency Based Learning Pty Ltd. (CBL), a wholly owned subsidiary of Trinity Learning Corporation (the "Company"), announced that it has entered into a strategic alliance with IRCA (PTY) Ltd. ("IRCA"), an international firm specializing in corporate consulting, workplace learning, certification, and risk mitigation in the areas of safety, health environment, and quality assurance. Under the terms of the agreement, IRCA will initially serve as exclusive sales agent on the African continent for CBL's proprietary workplace learning content and for CBL's proprietary learning system. The full text of the Company's press release issued in connection with this matter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibits 99.1 Press Release dated August 1, 2003 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: August 5, 2003 By: /s/ Douglas Cole ------------------------------------- Douglas Cole, Chief Executive Officer